U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

         (Mark One)

         [X] Annual report under section 13 or 15 (D) of the Securities Exchange
        Act of 1934 for the fiscal year ended December 31, 2000.

       [ ] Transition report under section 13 or 15 (d) of the Securities
       Exchange Act of 1934 for the transition period from _____ to _____

                            R-TEC TECHNOLOGIES, INC.
                 (Name of small business issuer in its charter)

                 New Jersey                                22-3615979
            (State or other jurisdiction of        (I.R.S. Employer Identi-
             incorporation or organization)           fication No.)

               37 Ironica Road, Flanders, NJ              07836
            (Address of principal executive offices)    (Zip Code)

Issuer's telephone number, including area code:         (973) 252-5233

Securities registered under
Section 12(b) of the Exchange Act:        Name of exchange on which registered

    None                                                      N. A.

Securities registered under
Section 12(g) of the Exchange Act:

   None

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

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

State issuer's revenues for its most recent fiscal year: $76,676.

The aggregate market value of the voting common equity held by non-affiliates
computed by reference to the price at which the common equity was sold, or the
average bid and asked price of such common equity, as of May 15, 2001, was
approximately $1,143,432.

The number of shares of the Company's common stock, par value $.00001 per share,
outstanding as of May 15, 2001, was 3,373,735.

                     Transitional Small Business Disclosure
                               Format (Check One)
                                  Yes____ No X

<PAGE>

Part I

Item 1.  Description of Business

History of Our Company

         R-Tec was incorporated under the laws of the State of New Jersey on
October 22, 1998. We have no significant assets with the exception of its
patents. Its activities have been limited to organizational matters, product
research, developing a corporate business plan, patent filings, and negotiating
license agreements.

Our Business

         R-Tec was formed to develop and manufacture reactive paints and other
products to coat pipe junctions. Once sealed with the paint, gas escaping
through the painted junction, causes a chemical reaction resulting in a visible
color change of the paint. We are also selling a product which retards fruit
spoilage, Ripefully Yours, and are developing an anti-microbial filter product.
development and

         For example, during the manufacture and installation of air
conditioning and refrigeration systems, the manufacturer or installer may apply
our product, R-Tect 22, to the joints of the system. R-Tect 22 placed externally
on the system, waits for leaking gas to pass through it. When a leak occurs at a
coated joint, the blue paint should change to a bright florescent yellow,
identifying a leak from the inside out. R-Tect 22 does not react with gases in
the air surrounding the pipe. Thus, the exact location of the leak is
identified. R-Tect 22 not only detects gas leaks from a system, but also we
believe, based on the tests we have performed, neutralizes limited amounts of
the chloroflurocarbons passing through the paint by removing the chlorine and
fluoride from the gas, making the gas inert and possibly harmless to the ozone
layer. Freon gas is also trapped in our paint as it escapes from the leaking
pipe. A chemical which reacts with the freon causes it to change its structure
through a polymer which traps the chemical and prevents the release of harmful
gases into the air.

         In addition, R-Tect 22 may react to the leak before significant
Refrigerant gas  escapes  from the system  and the owner of the  equipment
 experiences  any failure  or need to  replace  the gas,  thereby  reducing
 the need for  further production  of  chloroflurocarbons.  Although  there are
calls for  reducing the amount  of  chloroflurocarbon   production,   we
anticipate  that  due  to  the overwhelming  use of this  product  worldwide,
these  gases  will  be  produced overseas and domestically until the year 2040.

         The first products we plan to make available for sale are:

   o     R-Tec 22 reactive paint.  R-Tect 22 is an external application paint
         designed to detect R-22 freon gas leaks in air conditioning units,
   o     R-Tect 12 reactive paint, developed for automotive application to
         detect R-12 freon gas,
   o     R-Tect carbon dioxide reactive paint developed as an external
         application paint designed to detect carbon dioxide leaks in pipe
         systems which contain gaseous or liquid carbon dioxide, and
   o     R-Tect Natural Gas reactive paint developed as an external application
         paint which is designed to detect natural gas leaks in a variety of
         systems.

         Our Ripefully Yours product, which removes ethalene gas from your
refrigerator while acting as a deodorizer. The removal of ethalene gas is
believed to keep your produce from spoiling, wilting or browning for up to six
weeks. It has been sold in 33 grocery chains located in the northeast and
midatlanic U.S. and the Caribbean. The product is packaged by Pac- rite in
Passaic, New Jersey. Currently, the Company spends bulk of its time actively
marketing this product. If financially feasible, the Company hopes to develop
advertising campaign to aid its marketing efforts as soon as possible. The
Company also expects sales to continue growing and coverage expanding.

Item 2. Description of Property

Facilities

         R-Tec's executive offices are located at 37 Ironica Road, Flanders, NJ
07836. Our rent is $2,175.25 per month plus utilities under a lease which
expires on March 20, 2002.

     Management believes that R-Tec's existing offices may be unsuitable and
inadequate for their future needs. In the future, we will continue to occupy
present facilities. Later, we may purchase or lease a building which will
contain our offices, warehouse, research and development laboratory, and
manufacturing operation at one location or may outsource these functions. If we
purchase our own facilities, we expect we will need a 50,000 to 75,000
square-foot facility. If we purchased a building, the cost is estimated to
be between $2.5 million and $3.75 million. If we leased such a facility, the
expected annual lease cost is estimated at $125,000-$200,000.

<PAGE>

Item 3.  Legal Proceedings

We are both a defendant and counterclaimant to a lawsuit filed in the Superior
Court of Morris County, New Jersey. The Complaint was filed on January 13, 2000
and the answer and counterclaim on February 22, 2000. On March 9th an amended
complaint was filed. IBS Interactive, Inc., is the plaintiff. The complaint is
for unjust enrichment and breach of contract for non-payment of services
regarding the Company's web site in the amount of $120,129. The counterclaim is
for business disruption, economic loss, breach of contract and the Unfair Debt
Collection Practices Act.

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

There were no matters submitted to a vote of R-Tec's security holders during the
fourth quarter of R-Tec's fiscal year.

Part II

Item 5.   Market for Common Equity and Related Stockholder Matters

In June, 2000 the Company's  securities  began trading on the OTC Bulletin Board
under the symbol  RTTC.  Since the  commencement  of  trading  of the  Company's
securities,  there has been an extremely limited market for its securities.. The
following  table  sets  forth  high  and low  bid  quotations  for the  quarters
indicated as reported by the OTC Bulletin Board.


<TABLE>
<S>           <C>                  <C>               <C>
                                    High               Low
2000          First Quarter        $   n/a           $   n/a
              Second Quarter       $  8.25           $  8.25
              Third Quarter        $  4.77           $  4.73
              Fourth Quarter       $  3.05           $  2.95
</TABLE>



The approximate number of holders of record of common stock is 244. No
dividends have been declared to date. The future dividend policy will depend
upon R-Tec's earnings, capital requirements, financial condition and other
factors considered relevant by the Company's Board of Directors.

Special Note Regarding Forward Looking Statements

This annual report on Form 10-KSB of R-Tec Technologies, Inc. for the year ended
December 31, 2000 contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered by
the safe harbors created thereby. To the extent that such statements are not
recitations of historical fact, such statements constitute forward-looking
statements, which, by definition, involve risks and uncertainties. In
particular, statements under the Sections; Description of Business,and
Management's Discussion and Analysis of Financial Condition and Results of
Operations contain forward-looking statements. Where, in any forward-looking
statement, R-Tec expresses an expectation or belief as to future results or
events, such expectation or belief is expressed in good faith and believed to
have a reasonable basis, but there can be no assurance that the statement of
expectation or belief will result or be achieved or accomplished.

The following are factors that could cause actual results or events to differ
materially from those anticipated, and include but are not limited to: general
economic, financial and business conditions; labor difficulties; competition for
customers in the research and development industry; the performance of our
products; the demand for our products; the successful commercialization of the
R-Tect 22, R-Tect 12 and R-Tect carbon dioxide reactive paint products, progress
in our product development efforts, the magnitude and scope of such efforts, the
cost of contract manufacturing, cost of filing, prosecuting, defending and
enforcing patent claims and other intellectual property rights, competing
technological and market developments, and the development of strategic
alliances for the development and marketing of our products; changes in and
compliance with governmental regulations; changes in tax laws; and the costs and
effects of legal proceedings.


Item 6.  Management Discussion and Analysis or Plan of Operation

OVERVIEW

     During 2000, R-Tec was a development stage company engaged in the
acquisition and development of patented technology, the development of a
business plan, arranging for potential suppliers and distribution channels and
raising capital. From inception through December 31, 1999, the Company issued
2,916,666 shares of stock to its founders. The Company's registration statement
was effective November 12, 1999, and sales commenced on January 7, 2000. R-Tec's
initial public offering was for 1,250,000 shares of common stock to raise a
maximum of $10,000,000. The Company sold 164,480 shares and raised $1,315,840.


<PAGE>

     In order to achieve  profitable  operations,  we will have to  successfully
manufacture,  distribute and commercialize  our initial  products.  We will also
have to  secure  all  intellectual  property  rights.  For these  reasons  it is
difficult for R-Tec to forecast our revenue or earnings  accurately.  We believe
that   period-to-period   comparisons  of  our  operating  results  may  not  be
meaningful.  As a result of our extremely limited operating  history,  we do not
have historical  financial data for a significant  number of periods on which to
base  planned  operating  expenses.  Our  expense  levels  are  based  upon  our
expectations  concerning future revenue.  Thus, quarterly revenue and results of
operation are difficult to project.

PLAN OF OPERATION

Two-Phase Business Plan

         Our business plan is based on implementing our strategy in two phases:

   o     Phase 1 - Establish Manufacturing and Distribution Relationships and
         Begin Distribution of Three Initial Products, and
   o     Phase 2 - Expand Product Lines.

The key elements of each phase of our strategy are described below:

         Phase 1 - Establish Manufacturing and Distribution Relationships
         and Begin Distribution of the Three Initial Products

R-Tec's primary strategic goals for Phase 1 are:

   o    The selection of appropriate manufacturing and distribution partners.
   o    The commencement of commercial distribution of our reactive paint
        products.
   o    R-Tect 22 freon leak detecting coating.

   o    R-Tect 12 freon leak detecting coating.

   o    R-Tect carbon reactive paint.  Development of this product is expected
        to be complete by December, 2000 at an additional cost of $50,000.

   o    During Phase 1, we will incur significant  operating  expenses.  We do
        not expect to generate significant  operating revenues for a period of
        at least six months after the completion of our offering.

   o    During Phase 1 R-Tec will  require  manufacturing  facilities,  office
        space and warehouse space. These facilities may be purchased or leased
        and the  manufacturing  may be outsourced.  We anticipate that we will
        remain in our  existing  office  space for the coming year but will be
        required to expend  additional funds on manufacturing and on warehouse
        space.

Manufacturing and Distribution Relationships.

     One of R-Tec's Phase 1 goals is to establish beneficial relationships with
strategic manufacturing and distribution partners. With this strategy, we hope
to  eliminate  the  need to  build a  large  and costly production  and  sales
infrastructure  and  to  benefit from  the  inclusion  of our  products  in our
partners' marketing efforts.

      In June, 2000, we began sales of our Ripefully Yours product, which delays
the decay of refrigerated fuits and vegetables. We received minimal revenues
from the sale of Ripefully Yours during the fiscal year ended December 31, 2000.





<PAGE>
Item 7. Financial Statements.




                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors,
R-Tec Technologies, Inc.:


We  have  audited  the   accompanying   consolidated   balance  sheet  of  R-Tec
Technologies,  Inc.  as of  December  31,  2000,  and the  related  consolidated
statements  of  operations,  stockholders'  equity  and cash flows for the years
ended December 31, 2000 and 1999. These  consolidated  financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of R-Tec Technologies,
Inc. as of December 31,  2000,  and the results of its  operations  and its cash
flows  for the  years  ended  December  31,  2000  and 1999 in  conformity  with
generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in Note 13 to the
consolidated  financial  statements,  the Company has  experienced a significant
operating loss and has a working  capital  deficiency.  These  conditions  raise
substantial doubt about its ability to continue as a going concern. Management's
plans  regarding  those  matters also are  described  in Note 13. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

Gainesville, Florida
May 7, 2001




                                      F-1
<PAGE>

                            R-TEC TECHNOLOGIES, INC.
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2000

                                     ASSETS

Current assets

  Cash and cash equivalents                                 $            11,539
  Accounts receivable                                                     6,376
  Inventory                                                              30,882
  Prepaid expenses                                                        7,572
                                                            -------------------
           Total current assets                                          56,369

Property and  equipment, net of accumulated
  depreciation of $10,842                                                20,247
                                                             ------------------

Other assets

  Patent, net of accumulated amortization of $108,531                   782,133
  Deposits                                                                5,500
                                                            -------------------
         Total other assets                                             787,633
                                                            -------------------
Total Assets                                                $           864,249
                                                            ===================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable and accrued expenses                     $            75,398
  Notes and loans payable                                               126,000
                                                            -------------------
           Total current liabilities                                    201,398
                                                            -------------------
Commitments and contingencies (Note 3)

Stockholders' equity
  Common stock, par value $.00001 per share, 50,000,000
    shares authorized, 3,208,735 shares issued and
    outstanding                                                              32
  Additional paid-in capital                                          2,122,828
  Accumulated deficit                                                (1,460,009)
                                                             -------------------
           Total stockholders' equity                                   662,851
                                                             -------------------
Total Liabilities and Stockholders' Equity                  $           864,249
                                                            ====================


           The accompanying notes to consolidated financial statements
                    are an integral part of this statement.


                                      F - 2


<PAGE>


                            R-TEC TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

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

Revenues                                          $      75,676    $       -

Cost of revenues                                         65,701            -

                                                     -----------    -----------
Gross profit                                              9,975            -

Selling, general and administrative expenses            736,290         469,081

                                                   ------------    -------------
Loss from operations                                   (726,315)       (469,081)
                                                   ------------    -------------

Other income (expense)
  Other income                                          20,092            -
  Interest expense                                      (10,922)        (33,296)
                                                   ------------      -----------
     Total other income (expense)                        9,170          (33,296)
                                                   ------------      -----------
Net loss                                         $    (717,145)    $   (502,377)
                                                  =============    =============
Net loss per common share                        $        (.23)    $       (.17)

Weighted average common shares outstanding           3,165,464        2,916,666
                                                  ============      ===========



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


                                      F - 3
<PAGE>

                            R-TEC TECHNOLOGIES, INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                                    Additional                                              Total
                                               Common Stock         Paid-In     Due from           Accumulated       Stockholders'
                                      --------------------------
                                        Shares       Par Value      Capital     Stockholders         Deficit              Equity
                                       ---------     ---------   ------------  ------------       -----------      --------------
<S>                                     <C>          <C>        <C>             <C>                 <C>            C>

Balance, December 31, 1998               2,916,666   $     29   $     419,971   $    (96,160)     $  (240,487)     $      83,353

Additional capital contributed
by stockholders                               -            -          154,755         96,160               -             250,915

Net loss                                      -            -                -              -         (502,377)          (502,377)

                                       -----------   --------      -----------  -------------       ----------       -----------
Balance, December 31, 1999              2,916,666          29         574,726              -         (742,864)          (168,109)

Common stock sold                         167,194           2         994,026              -              -              994,028

Common stock issued for services           10,375           -          23,000              -              -               23,000

Common stock issued in satisfaction
  of obligations                          114,500           1         457,999              -              -              458,000

Additional capital contributed by
  stockholders                                 -            -          73,077              -              -              73,077

Net loss                                       -            -              -               -         (717,145)         (717,145)
                                       -------------     -------  -----------   -------------    ------------      --------------
Balance, December 31, 2000              3,208,735       $  32    $   2,122,828    $        -       $(1,440,009)   $      662,851

                                     ===============     =======   ============ ==============    =============   ===============
</TABLE>



           The accompanying notes to consolidated financial statements
                    are an integral part of this statement.

                                      F - 4


<PAGE>


                            R-TEC TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                Increase (Decrease) In Cash and Cash Equivalents


<TABLE>
                                                                        2000            1999
                                                                   ------------    -------------
Cash flows from operating activities
<S>                                                            <C>                <C>

  Net loss                                                      $      (717,145)   $    (502,377)
                                                                ----------------   --------------
  Adjustments to reconcile net loss to
    net cash used in operating activities:
      Unreimbursed expenses contributed to
        capital by shareholders                                              -           117,462
      Stock issued for services                                          23,000           28,000
      Salaries contributed by stockholders                               26,000            -
      Depreciation and amortization                                      67,007           52,365
      Interest expense - amortization of
        discount on note payable                                             -            31,250
      Increase in accounts receivable                                    (6,376)               -
      Increase in inventory                                             (30,882)               -
      Increase in prepaid expenses                                       (7,572)               -
      Increase in deposits                                               (3,500)          (1,000)
      Increase (decrease) in accounts payable and
        accrued expenses                                                (59,907)         128,161
                                                                 ---------------    ------------
           Total adjustments                                              7,770          356,238
                                                                 ---------------    ------------
        Net cash used in operating activities                          (709,375)         (146,139)
Cash flows from investing activities                             ---------------     ------------

  Patent costs                                                          (11,079)         (64,585)
  Purchase of property and equipment                                     (6,705)          (9,384)
                                                                  --------------     ------------
        Net cash used in investing activities                           (17,784)         (73,969)
Cash flows from financing activities                              --------------     ------------

  Decrease (increase) in deferred offering costs                         25,361         (320,888)
  Proceeds from notes payable                                            91,000           80,000
  Repayments of notes payable                                          (460,250)           -
  Increase (decrease) in due to stockholders                           (284,491)         284,491
  Proceeds from sale of stock                                         1,334,555            -
  Capital contributed by stockholders                                    32,075          133,453
                                                                   -------------     ------------
        Net cash provided by financing activities                       738,250          177,056
Net increase (decrease) in cash                                  ---------------     ------------
  and cash equivalents                                                   11,091          (43,052)
Cash and cash equivalents, beginning of year                                448           43,500
                                                                 ---------------     ------------
Cash and cash equivalents, end of year                          $        11,539  $           448
Supplemental disclosure of cash flow information                ===============  ================

  Cash paid during the year for interest                        $         7,150  $            -

Supplemental disclosures of noncash
  investing and financing activities

    Issuance of common stock for repayment of debt                       30,000               -
    Issuance of common stock in satisfaction of obligation              428,000               -
    Vehicle contributed by stockholder                                   15,000               -
</TABLE>

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

                                      F - 5
<PAGE>


                            R-TEC TECHNOLOGIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999



(1)   Summary of Significant Accounting Policies:




The  following  is a summary of the more  significant  accounting  policies  and
practices of R-Tec Technologies,  Inc. and subsidiary (the Company) which affect
the accompanying consolidated financial statements.

      (a) Organization and  operations--The  Company was incorporated on October
      22,  1998,  to  commercialize  and  advance the  technology  of a recently
      obtained  patent on a type of paint that can  detect  certain  gases.  The
      Company   plans  to  pursue  other   applications   of  this   technology.
      Additionally,  the  Company is engaged in the  manufacture  and sales of a
      household product called "Ripefully Yours". This product accounted for all
      of the sales in 2000.  The primary  market for  Ripefully  Yours is retail
      grocery stores.

      (b)  Presentation--The   consolidated  financial  statements  include  the
      Company  and its wholly  owned  subsidiary.  In July 1999,  the  Company's
      founding shareholders  incorporated  Ripefully Yours, Inc. On February 22,
      2000,  these  shareholders   amended  the  articles  of  incorporation  of
      Ripefully  Yours,  Inc. to reflect  all the  outstanding  common  stock of
      Ripefully  Yours,  Inc. as owned by the Company.  No value was assigned to
      this transaction as Ripefully Yours, Inc. had no assets and no operations.
      The  accompanying  financial  statements  reflect this  subsidiary  of the
      Company  from the date of its  inception.  All  intercompany  accounts and
      transactions  have been eliminated.  Prior to January 1, 2000, the Company
      was considered a development stage enterprise.

      (c)  Use  of  estimates--The   preparation  of  financial   statements  in
      conformity  with  generally  accepted   accounting   principles   requires
      management to make estimates and assumptions  that effect certain reported
      amounts and  disclosures.  Accordingly,  actual  results could differ from
      those estimates.

      (d) Cash and cash  equivalents--For  the purposes of reporting cash flows,
      the  Company  considers  all highly  liquid  investments  with an original
      maturity of three months or less to be cash equivalents.

     (e)  Inventory--Inventory is stated at lower of cost (first-in,  first-out)
     or market.

      (f) Property and  equipment--Property  and  equipment is recorded at cost.
      Depreciation is calculated  using  straight-line  and accelerated  methods
      over  the  useful  lives of the  assets,  ranging  from 3 to 7 years.  The
      Company recorded depreciation expense of $8,318 and $2,524 at December 31,
      2000 and 1999, respectively.

      (g) Deferred offering  costs--Costs  directly attributable to the
      stock  offering as described in Note 2 are deferred and offset against the
      proceeds  from the offering if  successful  or expensed if the offering is
      not successful.

      (h)  Patent--Patents  are recorded at the cost of acquisition if purchased
      or if developed internally,  the accumulation of the direct costs incurred
      to  obtain  the  patent.  These  assets  are  being  amortized  using  the
      straight-line  method over their  estimated  useful life of fifteen years.
      The  Company  recorded  amortization  expense  of $58,690  and  $49,841 at
      December 31, 2000 and 1999, respectively.

                                      F-6
<PAGE>


(1)   Summary of Significant Accounting Policies: (Continued)
      -------------------------------------------

      (i)  Deferred  income  taxes--Deferred  tax  assets  and  liabilities  are
      recognized  for the  estimated  future tax  consequences  attributable  to
      differences  between the financial  statement carrying amounts of existing
      assets and liabilities and their respective income tax bases. Deferred tax
      assets and  liabilities are measured using enacted rates expected to apply
      to taxable income in the years in which those  temporary  differences  are
      expected to be recovered or settled.

      (j) Loss per common  share--Loss  per common  share is computed  using the
      weighted average number of shares outstanding during each period presented
      in accordance  with  Statement of Financial  Accounting  Standards No. 128
      Earnings Per Share.

     (k) Start-up costs--The initial costs incurred to organize the Company were
     expensed when incurred.

      (l)   Advertising--Advertising   costs  are  charged  to  operations  when
      incurred.  Advertising expense was $42,413 for the year ended December 31,
      2000.

     (m)  Revenue  recognition--The  Company  recognizes  revenue at the time an
     ordered product is delivered to the customer.

(2)    Stock Offering:

During 1999 and 2000, the Company  offered up to 1,250,000  shares of its common
stock for sale at $8.00 per share.  The Company sold 167,194  shares in 2000 and
the offering was closed effective June 27, 2000.

(3)    Commitments and Contingencies:

The Company has entered into a five year exclusive  manufacturing agreement with
a specialty chemical  manufacturer for certain of the Company's initial products
expiring in October 2003.

In September 1999, the Company  entered into two year employment  contracts with
its two principal officers for total annual salaries of $100,000.

In March 2000,  the Company  entered  into an office  lease at a monthly rate of
$2,171. This lease expires March 2002. Rent expense for this and other operating
leases was $23,947 for 2000 and $24,000 for 1999.

In  connection  with the public  offering  as  described  in Note 2, the Company
entered  into an  agreement  with a placement  agent  contingent  on the Company
raising at least $1 million. The Company agreed to pay the placement agent 9% of
the amount  raised plus 2.25% of the amount raised for  nonaccountable  expenses
and issued  warrants to purchase 12,500 shares at $13.20 per share on a pro rata
basis for each
<PAGE>

$1 million raised. The warrants expired in five years. The Company
canceled  the  agreement,   including  the  warrants,   and  paid  $50,000  upon
cancellation.

In  connection  with the public  offering  as  described  in Note 2, the Company
entered into an agreement with a financial consultant  contingent on the Company
raising at least $2 million in capital.  The consultant  will be paid $2,000 per
month plus expenses during the first twelve months following the Company raising
$2 million in  capital.  The  agreement  renews for an  additional  year  unless
canceled at the end of the initial year. This agreement
was cancelled during 2000.

The Company is the  defendant  and  plaintiff  in a lawsuit  with a vendor.  The
vendor  alleges  unpaid  amounts due by the Company for services  rendered.  The
Company has countersued for breech of contract and damages. The Company believes
the vendor's  suit is without  merit and is  vigorously  defending its position,
however  there is no  guarantee  of a  favorable  outcome.  The  Company has not
recorded any potential liability from this matter in the accompanying  financial
statements.

(4)   Inventory:

Inventory consists of the following:

     Finished goods                                             $         8,333
     Raw materials                                                       14,040
     Packing materials                                                    8,509
                                                               ----------------
                                                                $        30,882
                                                                ===============
(5) Property and Equipment:

Property and equipment consist of the following:

     Office equipment                                           $        12,549
     Vehicle                                                             15,000
     Leasehold improvements                                               3,540
                                                                ---------------
                                                                         31,089
     Less:  Accumulated depreciation                                    (10,842)
                                                                ----------------
                                                                $        20,247
                                                                ===============
(6)    Patent Acquisition and Notes Payable:

The Company  purchased a patent  from a related  party on December 1, 1998,  the
terms of which were  substantially  modified in May 1999 and September  1999. In
February 2000,  the Company issued 100,000 shares of the Company's  common stock
and paid $450,000 in satisfaction of amounts owed under the purchase  agreement.
The 100,000 shares issued were valued at 50% of the current trading price due to
the restricted nature of the shares and the lack of marketability.


<PAGE>

(6)   Patent Acquisition and Notes Payable:  (Continued)
      -------------------------------------

In June 1999,  the  Company  borrowed  $60,000.  The  promissory  note is due on
demand.  Interest  at 8.5% is due  monthly.  As of  December,  2000,  $15,000 in
principal  had been paid by the  Company.  Additionally,  5,000 shares of common
stock have been issued by the Company in  satisfaction  of $20,000 in principal.
No interest has been paid on the note.

In June 1999,  the Company  also  borrowed  $20,000.  The  promissory  note plus
interest at 8.5% is due on demand or is  convertible  into  unregistered  common
stock at $4.00 per share at the  option of the  holder.  As of  December,  2000,
3,500 shares of common stock have been issued by the Company in  satisfaction of
$10,000 in principal. No interest has been paid on the note.

In October 2000,  the Company  entered into a revolving  loan  agreement with an
investment  company.  At December  31,  2000,  the Company  owes $36,000 to this
company  on demand.  The loan  includes  interest  at  approximately  10% and is
collateralized by accounts receivable,  inventory and personal guarantees of the
Company's officers.

In December  2000,  an  individual  loaned the  Company  $55,000 on a short term
basis. There are no stated terms and the loan is noninterest bearing.

(7)   Income Taxes:

No  provision  of  income  taxes has been  recorded  for 2000 or 1999 due to net
losses incurred.

Temporary  differences  giving rise to the deferred tax assets consist primarily
of the deferral and  amortization  of start-up costs for tax reporting  purposes
and differences in lives and depreciation methods for property and equipment and
intangible assets. Management has established a valuation allowance equal to the
amount of the deferred tax assets due to the  uncertainty  of realization of the
benefit  of  the  net  operating  losses  against  future  taxable  income.  The
components  of  deferred  tax  assets  at  December  31,  2000,  consist  of the
following:

     Deferred tax assets:
       Net operating loss                                       $       218,000
       Deferred start up costs and other temporary differences          160,000
       Valuation allowance                                             (378,000)
              Net deferred tax asset                            ----------------
                                                                 $            -
                                                                 ===============

The Company has operating losses of approximately  $837,000 which can be used to
offset future taxable income. These losses begin to expire in the year 2018.



(8)    Related Party Transactions:

Certain unreimbursed administrative expenses of the Company were incurred by the
founding  shareholders.  The Company recorded $174,212 as administrative fees to
stockholders expense; a liability due to stockholders in the amount of $284,491;
and  $65,111 as an  increase  in  additional  paid in capital for the year ended
December 31, 1999.


<PAGE>

(8)   Related Party Transactions:  (Continued)
      ---------------------------

The Company  purchased a patent under terms  described in Note 6 from a relative
of a  shareholder/officer  of the Company.  The Company owed this related  party
100,000 shares of common stock and $450,000 at December 31, 1999.

Certain  stockholders of the Company contributed capital totaling $73,077 during
2000. This amount was comprised of cash of $32,077,  a vehicle valued at $15,000
and salaries of $26,000.

(9)   Concentrations of Credit Risk:

Significant concentrations of credit risk for all financial instruments owned by
the Company are as follows:

      (a) Demand  deposits--The  Company has demand deposits in one bank,  which
      are  insured by the Federal  Deposit  Insurance  Corporation  (FDIC) up to
      $100,000.  The bank balance was $16,372 at December 31, 2000.  The Company
      has no policy of  requiring  collateral  or other  security to support its
      deposits.

      (b) Accounts  receivable--The  Company's  accounts  receivable  consist of
      amounts due primarily from retail grocery stores located  primarily in the
      United  States.  The Company has no policy  requiring  collateral or other
      security to support its accounts receivables.

(10)  Fair Value of Financial Instruments:

Statement of  Financial  Accounting  Standards  No. 107  Disclosures  about Fair
Values of Financial  Instruments requires disclosure of fair value to the extent
practicable  for financial  instruments  which are recognized or unrecognized in
the  balance  sheet.   The  fair  value  disclosed  herein  is  not  necessarily
representative  of the amount that could be  realized  or settled,  nor does the
fair value amount  consider the tax  consequences  of realization or settlement.
The following table summarizes financial instruments by individual balance sheet
account as of December 31, 2000:

                                                               2000

                                                Carrying Amount       Fair Value

   Financial Assets
     Cash and cash equivalents               $        11,539    $        11,539
     Accounts receivable                               6,376              6,376
                                             ---------------      --------------
            Total financial assets           $        17,915    $        17,915

   Financial Liabilities
     Accounts payable and accrued expenses   $        75,398    $        75,398
     Notes and loans payable                         126,000            126,000
                                              --------------      --------------
       Total financial  liabilities               $ 201,398     $       201,398
                                              =============      ===============


                                     F - 10
<PAGE>

The fair value of financial  instruments  approximates carrying value due to the
short-term maturity of the instruments.

(11)  Segments:

The Company has two segments,  gas-detecting paints and household products.  The
following reflects financial information about the segments:

<TABLE>

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

                                                       Household                        Household
                                         Paints        Products       Paints            Products
                                 -----------------    -----------    -----------  ---------------------
<S>                             <C>                <C>               <C>           <C>

  Total assets                   $     801,070      $    63,179    $  1,204,940    $          -
                                 =============      ===========    ============    ====================
  Revenues                       $           -      $    75,676    $          -    $          -
                                 =============      ===========    ============    ====================
  Net loss from operations       $    (664,008)     $   (53,138)   $   (502,377)   $          -
                                 =============      ===========    ============    ====================
</TABLE>


(12)  Stock Option Plan:


The Company  Stock Option Plan was adopted  effective  April 15, 1999.  The plan
allows for the issuance of options for up to 1,000,000 shares of common stock as
incentive and/or  nonqualified stock options to certain employees and directors.
Stock options are granted to key  employees  and directors at the  discretion of
the  compensation  committee or Board of  Directors.  The exercise  price of the
options  shall not be less than 100% of the fair  market  value of the shares on
the date the option is granted.

During 2000,  the Company  issued  options for 190,000  shares to employees  and
directors at an exercise  price of $8.00 per share,  which was deemed to be 100%
of the fair market  value of the stock at the date of award.  These  options are
immediately  vested and expire five years from the date of award.  During  2000,
options for 95,000 of these shares were  cancelled.  As of December 31, 2000, no
options had been exercised.

The  Company  applies  APB  Opinion  No.  25,  Accounting  for  Stock  Issued to
Employees,  in  accounting  for options  issued to  employees.  Accordingly,  no
compensation cost has been recognized for the employee options issued to date.

Under Statement of Financial  Accounting  Standard No. 123, Accounting for Stock
Based Compensation (SFAS 123) the fair value of each option granted is estimated
using the  Black-Scholes  stock option pricing model. The following  assumptions
were made in estimating fair value:  risk-free  interest rate 6.25%; no dividend
yield;  expected life two and one-half years; no expected volatility.  There was
no compensation cost related to these options.

                                      F-11
<PAGE>


(13)  Going Concern:

As shown in the accompanying  financial  statements,  the Company incurred a net
loss of $717,145  during the year ended  December 31, 2000, and as of that date,
the Company's current liabilities exceeded its current assets by $145,000. Those
factors create an uncertainty about the Company's ability to continue as a going
concern.  Management  of the  Company is reducing  expenses  and  attempting  to
increase  revenues  to  enable  the  Company  to  reach a  profitable  position.
Additionally,  the Company  continues  to pursue  relationships  with  strategic
partners who can assist the Company with marketing,  sales and financing issues.
The ability of the Company to continue as a going  concern is  dependent  on the
Company  achieving  these plans.  The  financial  statements  do not include any
adjustments  that might be  necessary  if the Company is unable to continue as a
going concern.

(14)    Subsequent Events:

In March,  2001,  the Company  sold  150,000  shares of  restricted  stock to an
individual  for $75,000.  Related to this sale, the Company issued 15,000 shares
of restricted stock valued at $7,500 as a finders fee to an investment company.


<PAGE>

Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

The Company has not had any disagreement with its independent auditor on any
matter of accounting principles or practices or financial statement disclosure.

Part III

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

The names, addresses, ages and respective positions of the current directors and
officers of R-Tec are as follows:

Name                                    Age           Position

Philip Lacqua                           52            President, Treasurer and
1127 83rd Street                                      Director
Brooklyn, New York  11228

Nancy Vitolo                            37            Vice President, Secretary
290 Green Road                                        and Director
Sparta, New Jersey  07871

Damon E. Palmer                         36            Director
8380 SW 39 Court
Davie, Florida  33328

Shawn P. Walsh                          25            Director
538 Wren Way
Branchburg, New Jersey  08876

         Each director is elected for a period of one year and serves until his
successor is elected by our shareholders. We have no independent compensation
committee.

         Philip Lacqua, age 52, will serve as the President, Treasurer and as a
Director of R-Tec. His duties will include responsibility for the overall
management of R-Tec and sales. Mr. Lacqua was awarded a Bachelor of Science
degree from Central College of Iowa in 1970 with a major in Political Science.
<PAGE>

     Since 1970, Mr. Lacqua has served as President and Vice President for
various companies. In 1971, Mr. Lacqua started Container Maintenance Corp.,
which was in the business of repairing ocean-going containers, trailers and
chassis. At the same time he started CMC Haulage, Inc., which provided for
interstate and intrastate trucking. In 1973, Mr. Lacqua merged his companies
with others and formed Marine Repair Services, Inc. He assumed the title of Vice
President of Sales. Marine Repair was primarily in the business of repairing
containers, trailers and chassis in the New York area. In December, 1977, Mr.
Lacqua sold his interests in CMC Haulage and Marine Repair.

     In February, 1978, Mr. Lacqua formed Eastern Industrial Supply Corp., a
ship supply company. Mr. Lacqua then formed Marine Technical Service, Inc., and
served as a Director and President, overseeing all aspects of that company.
Marine Technical specialized in sales to the Far East, the Middle East and
Europe. In June, 1998, Mr. Lacqua resigned as an officer and director of Marine
Technical Service, Inc. to devote all of his attention to R-Tec. Mr. Lacqua
commenced work for R-Tec in May 1996, prior to its incorporation.

     Nancy Vitolo, age 37, will serve as a Vice President, Secretary and as a
Director of R-Tec. As such her duties will include public relations. Ms. Vitolo
owned and was employed by Garden State Heating and Air Conditioning Corporation
as a secretary from 1991 until February, 1998. Garden State became one of the
top 50 Bryant/Carrier Dealers in gross sales in the continental U.S. and Canada.
Beginning in March 1998, Ms. Vitolo worked with R-Tec as a consultant until she
became an employee in April, 1999. Ms. Vitolo was a sales representative for
Yves Saint Laurent for the ten years prior to her association with Garden State.

     In 1995, Ms. Vitolo and Mrs. Kaiser began the research project which
resulted in the development of the reactive paint technology now owned by R-Tec.
Ms. Vitolo and Mrs. Kaiser opened a laboratory and engaged scientists to
research the feasibility of creating a better method for detecting minute gas
leaks. A laboratory was leased in Warren County, New Jersey and chemists and
other scientists were engaged to perform research in this area and conduct
experiments. Ms. Vitolo later withdrew from active participation in the project,
but continued to assist Mrs. Kaiser in the funding of the patent. Ms. Vitolo
personally loaned Mrs. Kaiser approximately $425,000 to fund the development of
the patent.

     As of April 4, 2000, Marc M. Scola has resigned as an officer and director
of R-Tec.

         Damon E. Palmer, age 36, was elected to serve as a director of R-Tec on
April 14, 1999, and is also a member of the Compensation and Audit Committees of
the Board. Mr. Palmer is Vice President and Chief Financial Officer of Trinity
Industrial Services, a computer consulting company, since 1998. From 1996 until
1998 he was Controller of Marine Technical Services, which was formed by Mr.
Lacqua. Between 1994 and 1996 he was an office administrator for Edward Jones,
C.P.A. From 1989 until 1994 he was a manager of a branch of the Glidden Company,
which engaged in the business of manufacturing and selling paint products.
<PAGE>

         Shawn P. Walsh, age 25, was elected to serve as a director on April 14,
1999. He graduated from Johns Hopkins University in Baltimore, Maryland in 1996
with a Bachelor of Science degree in Chemistry. He worked for R.W. Johnson
Pharmaceutical Research Institute in Raritan, New Jersey from December 1996 to
March 1999 as a scientist.


Key Employees And Consultants

         The following biographical information relates to our consultants:

            Name                                Position

            Stewart R. Kaiser                   Consultant
            Shawn P. Walsh                      Scientific Consultant, Director
            Robert J. Verdicchio                Scientific Consultant

     Stewart R. Kaiser, age 34, is a graduate of Union County Technical College
in Scotch Plains, New Jersey, receiving a degree in the Heating, Ventilation and
Air Conditioning Mechanical Program. Mr. Kaiser was employed by Garden State Air
Conditioning and Heating from 1991 until February 1998 as a Mechanical
Contracting Supervisor. From March, 1998 until the present Mr. Kaiser worked as
a consultant for R-Tec. Mr. Kaiser was one of three inventors of the patented
proprietary technology which has been assigned to R-Tec. Mr. Kaiser has no
ownership rights to the patent by virtue of his assignment of all of his rights
to Mrs. Kaiser. Mr. Kaiser is the husband of Nancy Vitolo, and the son of Muriel
Kaiser. Mr. Kaiser has no ownership rights to the patent. On November 4, 1998,
Mr. Kaiser filed for Chapter 7 Bankruptcy protection in the United States
Bankruptcy Court, District of New Jersey. On December 16, 1998, he voluntarily
withdrew his Bankruptcy Petition.

         R-Tec has a one year Consulting Agreement with Stewart R. Kaiser, which
terminates on January 1, 2000. Mr. Kaiser has been engaged to perform consulting
services regarding scientific experiments and research on reactive paints. R-Tec
is to pay Mr. Kaiser $1,000 per month for a total of $12,000 plus all reasonable
out of pocket expenses.

         Robert J. Verdicchio, age 66, has been employed by Verdi Enterprises,
Inc., a chemical consulting company of Succasunna, New Jersey, of which he is
the principal owner since January, 1996. He was employed by Johnson and Johnson
Consumer Products in Skillman, New Jersey ,from 1973 until his retirement in
1995. He has been engaged in the development of the patented technology since
1996 and has worked for R-Tec as a consultant since July 1996. He received a
Ph.D. in Metaphysical Science in 1994 from the University of Metaphysics in Los
Angeles, California, a Master of Science degree in 1990 from Fairleigh Dickinson
University, and a Bachelor of Science degree in Organic Chemistry in 1962 from
Rutgers University. He was one of three inventors of the patented proprietary
technology which has been assigned to R-Tec. Dr. Verdicchio has no ownership
rights to the patent by virtue of his assignment of all of his rights to Mrs.
Kaiser. Dr. Verdicchio has agreed to consult for R-Tec on an as needed basis.
<PAGE>

     No voting arrangements exist between the officers and directors. The above
persons were selected pursuant to provisions in Article IV of the Company's
By-Laws, all holding office for a period of one year or until their successors
are elected and qualified. None of the officers or directors of the Company have
been involved in legal proceedings during the past five years which are material
to an evaluation of the ability or integrity of any director, person nominated
to become a director, or executive officer of the issuer, including any state or
Federal criminal and bankruptcy proceedings.

Beneficial Owner Reporting Compliance

None

Item 10.  Executive Compensation

     R-Tec has not paid any compensation since its incorporation to its
executive officers and directors. We have no independent compensation committee.
R-Tec has entered into employment agreements dated September 23, 1999 with Marc
M. Scola, Nancy Vitolo and Philip Lacqua, who are officers and directors of
R-Tec. The agreement with Mr. Scola provides for the payment of $50,000 plus
bonus per year for a two-year term and will commence upon the sale of the
minimum number of shares. Mr. Scola was employed as vice president, director
and General Counsel of R-Tec. Mr. Scola waived his salary due under the
agreement through September 23, 1999. Mr. Scola resigned on April 4, 2000 as
vice president, director and General Counsel of R-Tec.

     The employment agreement with Ms. Vitolo provides for the payment of
$50,000 plus bonus per year for a two-year term and will also commence upon the
sale of the minimum number of shares. Ms. Vitolo is employed as Vice President,
Secretary and director of R-Tec. Ms. Vitolo waived her salary due under the
agreement through September 23, 1999.

     The employment agreement with Mr. Lacqua provides for the payment of
$50,000 plus bonus per year for a five year term and will commence upon sale of
the minimum number of shares. Mr. Lacqua is employed as President, Treasurer and
director of R-Tec. Mr. Lacqua waived his salary due under the agreement
through September 23, 1999.

         In addition, R-Tec established a Stock Option Plan on April 15, 1999
which provides that all regular full-time employees and key executives may be
issued options to purchase a total of up to one million shares of our common
stock at a price not less than 100% of the fair market value of the shares on
the date the option is granted. The plan is to be administrated by the Stock
Option and Compensation Committee of the Board of Directors, consisting of at
least two disinterested directors. On April 14, 1999 the Board formed a
Compensation Committee which consists of a total of three directors with two
disinterested directors. We also intend to implement a Pension Plan in the
future.
<PAGE>

         All of our officers are also directors of R-Tec and are, therefore, not
independent. No independent person has reviewed the employment agreements.
However, since April 14, 1999 the Board of R-Tec includes two disinterested
directors who are members of the Compensation and Audit Committees.


Summary Compensation Table
<TABLE>
<CAPTION>
                                                                       Long Term Compensation
                                                                        ----------------------
                            Annual Compensation                             Awards           Payouts
                            -------------------                             ------           -------
<S>                    <C>   <C>       <C>        <C>        <C>            <C>           <C>      <C>
Name                                              Other                    Securities
and                                               Annual     Restricted    Underlying    LTIP      All Other
Principal                                         Compen-    Stock         Options/      Payouts   Compen-
Position               Year  Salary($)  Bonus($)  sation($)   Awards ($)    SARs          ($)        sation($)
----------------------------------------------------------------------------------------------------------------------

Philip Lacqua         1998     ---        ---       ----      ----          ----              ----       ----
President, Treasurer  1999     $12,500    ---       ----      ----          ----              ----       ----
                      2000     $48,000    ---       ----      ----          ----              ----       ----

Nancy Vitolo
Secretary             1998       ---        ---       ----      ----          ----              ----       ----
                      1999     $12,500      ---       ----      ----          ----              ----       ----
                      2000     $48,000     ---       ----      ----          ----              ----       ----

Damon E. Palmer
Director              1998    ---         ---       ----      ----          ----               ----      ----
                      1999    ---         ---       ----      ----          ----               ----      ----
                      2000    ---         ---       ----      ----          20,000 shares      ----      ----

Shawn P. Walsh-
Director              1998    ---         ---       ----      ----          ----               ----      ----
                      1999    ---         ---       ----      ----          ----               ----      ----
                      2000    ---         ---       ----      ----          20,000 shares      ----      ----
</TABLE>

Item 11.  Security Ownership of Certain Beneficial Owners and Management

         The following table presents the shares of common stock of R-Tec owned
of record or beneficially by each person known to own more than 5% of R-Tec's
common stock, and the name and shareholdings of each officer and director and
all officers and directors as a group.
<TABLE>
<CAPTION>

<S>          <C>                           <C>                     <C>
Title         Name and                      Amt and                 Percent
of            Address                       Nature of                of
Class         Beneficial Owner              Beneficial Ownership    Class

Common        Philip Lacqua,                             972,222      28.81%
Stock         1127 83rd Street
              Brooklyn, New York 11228
              Director,
              President
              Treasurer

Common        Nancy Vitolo                               972,222     28.81%
Stock         290 Green Road
              Sparta, New Jersey  07871
              Director
              Vice President
              Secretary

Common        Damon E. Palmer                               h 0           0%
Stock         8380 SW 39 Court
              Davie, Florida 33328
              Director

Common        Shawn P. Walsh
Stock         538 Wren Way
              Branchburg, New Jersey  08876                  0           0%
              Director

All Officers and
Directors as a Group                                   1,944,444
</TABLE>


<PAGE>

Item 12.  Certain Relationships and Related Transactions

     Mr. Lacqua, and Ms. Vitolo own 1,944,444 shares. They contributed
$574,726 in capital through December 31 1999. As of April 1, 2000, $96,160 of
this amount is due pursuant to a promissory note from Ms. Vitolo bearing
interest at 6.0% per annum.

     The patent covering R-Tec's proprietary technology was assigned to us by
Muriel Kaiser. Mrs. Kaiser is the mother of Stewart Kaiser and Nancy Vitolo's
mother-in-law. Ms. Vitolo is the wife of Stewart Kaiser. In consideration for
the patent, we executed a promissory note in favor of Mrs. Kaiser. Pursuant to
the promissory note, R-Tec was obligated to pay $850,000 payable in full within
thirty (30) days of the completion of this offering. By letter agreement dated
July 2, 1999, Mrs. Kaiser agreed that in the event 625,000 shares were not sold
by January 10, 2000, payment would be made by R-Tec's execution of a promissory
note for $850,000 due and payable in equal quarterly payments over a five-year
period at 6% interest. On September 28, 1999, the note was further modified by
providing for payment of $400,000 of the total due by the issuance of 100,000
R-Tec shares with the remaining $450,000 being due within thirty days of R-Tec
selling $2,000,000 of its shares in this offering. A payment of 100,000 shares
and $450,000 has been made in total satisfaction of this debt.

     R-Tec had previously executed an agreement in favor of Philip Lacqua, Nancy
Vitolo and Marc M. Scola under which R-Tec agreed to reimburse Mr. Lacqua, Ms.
Vitolo and Mr. Scola for all expenses advanced by such individuals prior to and
after the date of R-Tec's incorporation. Such expenses include, but are not
limited to, attorneys' fees, accountant fees, office leases, advertising,
travel, and general expenses of this offering. On Februry 10, 2000, $254,491 was
paid to Mr. Scola, Mr. Lacqua, and Mr. Kaiser in repayment of sums lent to R-Tec
since July, 1999.

         On September 21, 1999, R-Tec entered into a consulting agreement with
Stenton Leigh Captial Corp. of Boca Raton, Florida to provide financial
consulting services. The consulting agreement provides that Stenton Leigh will
be paid $5,000 per month until September 20, 2000 beginning at such time as
R-Tec has raised $2,000,000 in this offering.

     On September 25, 1999, our executive officers, Mr. Lacqua, Mr. Scola and
Ms. Vitolo transferred 12,083,334 common shares to the Company, reducing the
total number of shares held be them as a group to 2,916,666.

         R-Tec presently has two independent directors. The transactions noted
above were ratified by these independent directors who do not have an interest
in the transactions. Any future transactions undertaken by R-Tec with its
officers, directors or 5% shareholders will be on terms no less favorable to
R-Tec than could be obtained from unaffiliated parties.

Indemnification

         R-Tec's Articles of Incorporation, as amended, provide that, to the
extent not inconsistent with applicable law, R-Tec shall indemnify and hold
harmless its officers, directors, employees and agents from liability and
reasonable expense from actions in which he or she may become involved by reason
of the fact that he or she was an officer, director, employee or agent. We
expect to obtain an insurance liability policy for this purpose at a cost of
approximately $25,000 - $80,000 per year.

Disclosure Of Commission Position On Indemnification For Securities Act
Liabilities
<PAGE>

         Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of R-Tec
pursuant to the foregoing provisions, or otherwise, R-Tec has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.

         In the event that any claim for indemnification against such
liabilities, (other than the payment by the small business issuer of expenses
incurred or paid by a director, officer or controlling person of the small
business issuer in the defense of any action, suit or proceeding), is asserted
by such director, officer or controlling person in connection with the
securities being registered, R-Tec will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of the Court of such issue.


Item 13.  Exhibits and Reports on Form 8-K

Exhibits marked by asterisk(s) have not been included with this Annual Report on
Form 10-KSB, but instead have been incorporated by reference to other documents
filed by the Company with the Commission.

Exhibit   Description                                                    Number

 (2)Plan of Acquisition, Reorganization,
    Arrangement, Liquidation or Succession.................................None
 (3)Articles of Incorporation and By-Laws...................................

      3.0* Certificate of Incorporation dated October 21, 1998.

      3.1* Amended and Restated Articles of Incorporation, dated November 24,
           1998.

      3.2* Amended and Restated Articles of Incorporation, dated December 18,
           1998.

      3.3*** Certificate of Amendment to the Certification of Incorporation of
             R-Tec Technologies, Inc., dated April 18, 1999.

      3.4* By-laws, dated November 4, 1998.

      3.4a***** Amended Bylaws dated October 8, 1999.

(4)Instruments Defining the Rights of Security Holders

    *(a)Subscription Agreement.............................................None
    *(b)Warrant Agreement..................................................None

(9)Voting Trust Agreements.................................................None

(10)Material Contracts......................................................

     10.1** Patent Assignment dated March 30, 1999 between Muriel Kaiser and
             R-Tec Technologies, Inc.

     10.2* Promissory Note dated April 15, 1999 between Nancy Vitolo, Muriel
           Kaiser and R-Tec Technologies, Inc.

     10.4*  Promissory Note dated April 15, 1999 between Nancy Vitolo and R-Tec
            Technologies, Inc. for reimbursement of start up costs.

     10.5*  Promissory Note dated April 22, 1999 between Marc M. Scola and R-Tec
            Technologies, Inc. for reimbursement of start up costs.
<PAGE>

     10.6*  Promissory Note dated April 22, 1999 between Columbia Trading, Inc.
            and R-Tec Technologies, Inc. for reimbursement of consulting fees
            and start up costs.

     10.7*  Promissory Note dated April 22, 1999 between R-Tec Technologies,
            Inc. and Marc M. Scola for reimbursement of office lease,
            secretaries, postage, and other cost incurred, prior to
            incorporation.

     10.8*  Expense Reimbursement Agreement between Marc M. Scola, Philip
            Lacqua and Nancy Vitolo and R-Tec Technologies, Inc. dated October
            24, 1998 regarding start up costs.

     10.9*  Employment Agreement between R-Tec Technologies, Inc. and Marc M.
            Scola.

     10.10* Employment Agreement between R-Tec Technologies, Inc. and Nancy
            Vitolo.

     10.11* Employment Agreement between R-Tec Technologies, Inc. and Philip
            Lacqua.

     10.12* Consultant Agreement dated January 5, 1999 between Stewart Kaiser
            and R-Tec Technologies, Inc.

     10.13* Consultant Agreement dated January 11, 1999 between Shawn Walsh and
            R-Tec Technologies, Inc.

     10.14* Exclusive Manufacturer's Agreement dated October 21, 1998 between
            Anscott Chemical Industries and R-Tec Technologies, Inc.

     10.15*** Distribution Agreement between R-Tec Technologies, Inc. and Motors
              & Armatures Corp.

     10.16* Stock Transfer Agency Agreement between R-Tec Technologies, Inc.
            and Bank of New York dated as of January, 1999.

     10.17* Subscription Escrow Agreement between R-Tec Technologies, Inc. and
            Bank of New York dated as of January 26, 1999.

     10.17a* November 9, 1999 Addendum to the Subscription Escrow Agreement
             Between R-Tec Technologies, Inc. and the Bank of New York.

     10.18*** Stock Option Plan adopted April 15, 1999.

     10.19*** Intellectual Property Evaluation dated May 31, 1999 by
              Intellectual Property Valuators.

     10.20** Promissory Note executed by Nancy Vitolo in favor of R-Tec
             Technologies, Inc. in the original principal amount of $75,857
             dated May 10, 1999.

     10.21** Promissory Note executed by R-Tec Technologies, Inc. in favor of
             Muriel Kaiser in the original principal amount of $850,000 dated
             May 10, 1999.

     10.22** Release regarding Patent dated May 10, 1999 between R-Tec
             Technologies, Inc. and Muriel Kaiser.

     10.23** R-Tec Resolution dated June 1, 1999.

     10.24*** Letter agreement with Muriel Kaiser dated July 2, 1999.

     10.25*** Letter dated July 6, 1999 waiving officers salaries in the event
              minimum shares are sold.

     10.26***** Consulting Contract with Stenton Leigh Capital Corp. dated
                September 21, 1999.

     10.27***** Proposed Agreement with Thornhill Group, Inc. dated September
                21, 1999.

     10.28***** Employment Agreement of Marc Scola dated September 23, 1999.

     10.29***** Employment Agreement of Nancy C. Vitolo dated September 23,
                1999.

     10.30***** Employment Agreement of Philip Lacqua dated September 23, 1999.

     10.31***** Revised Escrow Agreement with Bank of New York.

     10.32***** Addendum to Patent Agreement of Muriel Kaiser dated May 10,
                1999.

     10.33***** Promissory Note dated September 28, 1999 between Michael
                Selitto and R-Tec Technologies, Inc.

     10.34+     R-Tec office lease with Haas Laser Technologies

     10.35+     Amended Consulting Contract with Stanton Leigh Corp.

     10.36+     Thornhill Contract

     10.37+     Amended Thornhill Contract

(11)Statement re: computation of per share earnings...................   Note 1
                                                                      Financial
                                                                     Statements

(13)Annual or quarterly reports: Form 10-Q................................None

(16)Letter regarding Changes in Certifying Accountant......................

     16.00*** Jurewicz and Duca's letter regarding change in independent
              accountants dated June 15, 1999.

     16.01**** Jurewicz and Duca's letter regarding change in independent
               accountants dated July 23, 1999.

(18)Letter on change in accounting principles.............................None

(21)Subsidiaries of the Registrant.........................................

(23) Consents of experts and counsel

     23.0**   Consent of James Moore & Co., L.P.

     23.1***  Consent of Property Valuations.

     23.2*****  Consent of Property Valuations date July 22, 1999.

     23.3*****  Consent of Motors and Armatures.

(22)Published report regarding matters submitted to vote..................None

(24)Power of Attorney.....................................................None


(99)Additional Exhibits...................................................None


*  Previously filed with Form S-1
**Previously filed WITH  Form S-1 on June 11, 1999
***Previously filed with From S-1 on July 12, 1999
**** Previously filed with Form S-1 on July 26, 1999
*****Previously filed with Form S-1 on October 11, 1999
+ Previously filed with Form 10KSB filed April 15, 2000

Filings on Form 8-K

None

<PAGE>

                                   Signatures

In accordance with Section 13 or 15(d) of the Exchange Act, the Company caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                    R-Tec Technologies, Inc.

Date: May 16, 2001

                                                    By:/s/ Philip Lacqua
                                                    -----------------------
                                                    Philip Lacqua, President,
                                                    CEO, CFO, Director

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

Date:May 16, 2001                                   By:/s/Philip Lacqua
                                                     -----------------------
                                                     Philip Lacqua, President,
                                                     CEO, CFO, Director

Date: May 16, 2001                                 By:/s/Nancy Vitolo
                                                     -----------------------
                                                     Nancy Vitolo,
                                                     Secretary, Director,

Date: May 16, 2001                                  By:/s/Damon Palmer
                                                     ----------------------
                                                     Damon E. Palmer,  Director

Date:May 16, 2001                                  By:
                                                     ----------------------
                                                     Shawn P. Walsh,
                                                     Director