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

                                   FORM 10-KSB

               [X] ANNUAL REPORTS PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ending December 31, 1999
                                       OR
             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
           For the transition period from____________ to_____________

                         Commission file number 0-23892

                               ENVIROMETRICS, INC.
             (Exact Name of Registrant as Specified in its Charter)

               Delaware                           57-0941152
               --------                           ----------
        (State or other jurisdiction of          (I.R.S. Employer
         incorporation or organization)          Identification No.)

                              9229 University Blvd.
                        Charleston, South Carolina 29406
               (Address of principal executive offices) (Zip code)

        Registrant's telephone number, including area code (843) 553-9456

       Securities registered pursuant to Section 12(b) of the Exchange Act

      Title of Each Class             Name of Each Exchange of Which Registered

          None                                         None
          ----                                         ----

          Securities registered pursuant to Section 12(g) of the Act::
                          Common Stock, $.001 par value
                                (Title of Class)

     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,  and (2) has been subject to such filing  requirements  for
the past 90 days. Yes NO X

         Transitional Small Business Disclosure Format   Yes       NO   X

     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.

     The issuer's net  revenues for its most recent  fiscal year ended  December
31, 1999 were $1,069,746. The aggregate market value of the voting stock held by
non-affiliates for the issuer as of January 3, 2000 was $794,015.



                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

     The number of shares  outstanding of the registrant's  Common Stock,  $.001
Par Value, on January 3, 2000 was 3,640,880 shares.

                    Documents incorporated by reference: None


<PAGE>

PART I

ITEM 1.  DESCRIPTION OF BUSINESS

GENERAL

     The  Company is a public  holding  company.  It  formerly  had 3  operating
subsidiaries:  Trico  Envirometrics,  Inc.  ("Trico"),   Envirometrics  Products
Company  ("EPC"),  and Azimuth,  Inc. As a result of a "Turnaround"  phase which
began in 1996, it currently has one operating subsidiary:  Azimuth, Incorporated
("Azimuth").   Azimuth  provides  the  following  services:  industrial  hygiene
laboratory  services;  environmental  health and occupational  health and safety
consulting; and asbestos testing services.

     The  Company's  first  steps  to exit the  "Turnaround"  phase  focused  on
increasing the revenue of Azimuth.  Management and the Board of Directors  agree
that,  with the small existing  revenue base  currently  generated from Azimuth,
sizable growth must come from a merger and acquisition  strategy.  The Company's
ongoing  process of  attempting  to  continue  financial  stabilization  through
internal growth,  as part of its first steps in exiting the "Turnaround"  phase,
is expected to expedite  the  Company's  merger and  acquisition  strategy.  Any
merger and acquisition  activity is anticipated to bring further dilution to the
shareholders of the Company.  In addition,  as part of exiting the  "Turnaround"
phase,  in  January  1999,  the  Company  was able to obtain  prepayment  of the
purchase  price for the sale of Trico,  evidenced by a  promissory  note bearing
$600,000 principal,  for a cash payment of $260,000 (current balance at the time
of sale was $364,400),  which payment was applied to working capital for further
debt mediation and rebuilding of operations.

     During the course of the  "Turnaround"  phase,  the  Company  has  explored
alternative plans for growth to include the identification of companies in other
markets which had greater growth  potential than the  Environmental,  Health and
Safety  market.  This  process was begun with a view to keeping all options open
for the future of the Company.  In September 1999, the Company was introduced to
The Catapult  Group,  Inc.  (The Catapult  Group),  a Georgia  corporation.  The
Catapult Group is an Internet integration firm offering  intelligent  end-to-end
e-business solutions to large and middle-market  organizations.  These solutions
range  from  strategic  e-business  planning  and  application   development  to
marketing and  communications  services for Internet  enterprises.  The Catapult
Group was looking to enter the public  market  without  incurring the cost of an
expensive  Initial  Public  Offering and was  exploring  the avenue of a reverse
merger with a company whose securities were already traded publicly. In February
2000,  the Company and The Catapult Group reached terms that each felt were fair
to the parties and entered into a non-binding agreement ("Agreement") to acquire
The Catapult  Group (See Item 13:  Exhibits,  Lists and Reports on Form 8K--Plan
and Agreement to Exchange Stock). On March 8, 2000, the Agreement became binding
on the  transaction  parties.  Consummation of the Agreement is still subject to
certain specific, as well as additional customary,  conditions to closing (e.g.,
the pre-closing  completion of a $2 million  private  placement for provision of
working capital funds by The Catapult Group).

     The acquisition of The Catapult  Group, if consummated,  will be transacted
as a stock exchange  whereby the shareholders of The Catapult Group will receive
shares of the Company. The Catapult Group will become a wholly-owned  subsidiary
of the Company.  The Catapult Group  shareholders  and option holders as a group
will end up with 90%  ownership of the  outstanding  stock of the  Company.  The
Company will change its name from  Envirometrics,  Inc. to The  Catapult  Group,
Inc.  after  closing.  The  transaction  will  involve the reverse  split of the
pre-closing  shares of the  Company so that  current  Company  shareholders  and
option  holders,   after  issuance  of  common  shares  to  The  Catapult  Group
shareholders and reserving shares for their option holders, will hold 10% of the
outstanding  stock. It is anticipated  that the Agreement will close on or about
May 15, 2000.

HISTORICAL BACKGROUND

     The  consultative  and  laboratory  services now  conducted by Azimuth were
begun in 1984 as an asbestos  consulting  partnership  founded by Mr. Richard D.
Bennett,  CIH, who resigned employment with the Company on February 18, 2000 and
Charles E. Feigley,  Ph.D., CIH, a current Director . Between 1987 and 1989, the
Azimuth  laboratory  evolved from an asbestos  laboratory to a fully  accredited
AIHA  Industrial  Hygiene  Laboratory for testing  asbestos,  metals and organic
vapors  (E.G.,  solvents) and capable of analyzing air samples taken to evaluate
worker exposure to toxic chemicals.

     On May 10, 1991 the Company was incorporated in Delaware for the purpose of
consolidating the operations of Azimuth and certain of its former  environmental
products businesses and acquiring the assets of four general  partnerships which
were then leasing real estate and laboratory and other  equipment to Azimuth and
the  products   businesses.   The  partners  of  these  partnerships  were  also
shareholders in Azimuth and Envirometrics, Inc.

     In September  1991, the Company began to manufacture and sell ACT cards and
in August  1992  acquired  a license to  manufacture  and sell  electronic  card
readers.  These  items  provided a  convenient  monitoring  system for  personal
exposure to hazardous chemicals.  The Company manufactured the ACT cards under a
proprietary  process and had an exclusive  worldwide  license to manufacture and
sell readers with the ACT cards.

     On August 8, 1995, the Company acquired certain operating assets, including
cassette  injection  molds,  of the Corning  Costar  Nucleopore  Air  Monitoring
Division,  which  assets  (and  others  of  its  former  environmental  products
businesses) were sold on April 28, 1997 to  Multi-Metrics,  Inc. As part of this
sale,  Multi-Metrics agreed to sell the non-cassette  inventory of this business
for the Company on a  consignment  basis.  This sale was prompted by the need to
reduce debt and cut unprofitable business lines as a part of the "Turnaround".

     In January  1996 the Company  signed the  Zellweger  Agreement  pursuant to
which  Zellweger was granted the exclusive  marketing  rights  worldwide for the
Company's  proprietary  ACT  technology.  On November 14, 1997, to terminate and
settle the Zellweger Agreement:  the Company sold ACT to Zellweger for $344,849,
which the  Company  used to repay  certain  prepaid  purchase  deposits  made by
Zellweger  under the  Zellweger  Agreement;  Zellweger  exchanged,  $140,000  of
additional  prepaid purchase deposits for the Company's issuance to Zellweger of
70,000 shares of Series A Preferred  Stock;  and the Company made a cash payment
to Zellweger of $10,000.

     In 1996 the Company entered into a "Turnaround" phase. The major components
of this "Turnaround"  strategy  included:  salary cuts of 5% to 30% that spanned
all levels of employees from  management to hourly  employees,  with the highest
paid employees taking the largest  percentage cut; the sale of Trico back to the
original  owner in July 1996,  thus  eliminating  a cash  intensive,  marginally
profitable  subsidiary;  in December 1996 all of the Company's real property was
sold to retire the mortgage with Bank of America (formerly  NationsBank),  which
was due to mature in early 1997, and a $100,000  operating loan made by a former
Director;  in April 1997 the Company sold its air  monitoring  cassette molds to
Multi-Metrics,  Inc.  with the proceeds  used to retire  approximately  50% of a
trade  payable  owed to  Precision  Southeast,  Inc.,  the former  molder of the
Company's cassettes;  and in November 1997 the Company entered into a settlement
of the Zellweger Agreement,  retiring in excess of $490,000 in debt and avoiding
the  potential of a costly legal  confrontation.  During the twelve month period
ending 1998,  trade  payables  were mediated and a gain of $325,900 was realized
for financial reporting purposes.  On June 29, 1998, Company's secured creditors
converted $546,500 of outstanding indebtedness to an aggregate of 281,268 shares
of  Series B and C  Preferred  Stock of the  Company.  As a result  of this debt
conversion,  certain notes  receivable  in favor of the Company,  which had been
held as collateral for these creditors were released,  payments were made to the
Company and the proceeds were used for needed operating capital.

     During the  "Turnaround"  phase the Company  began to network with contacts
that it had  established  for the purpose of identifying all options to grow and
bring value to the  shareholders.  These  options  included  acting as a reverse
merger vehicle for another company which desired to go "public"  without doing a
conventional Initial Public Offering ("IPO"). A reverse merger is the recognized
term  describing a transaction  in which the acquired  party is issued shares in
excess of the current outstanding of the acquirer.  This results in the acquired
party becoming the majority  shareholder post  transaction.  Though this dilutes
the legacy shareholders it may give more value to ownership than what could have
been experienced otherwise.  In September 1999, the Company began exploring this
option with The Catapult Group.

     On February  16, 2000,  the Board of Directors of the Company  approved the
terms of the  purchase  of Catapult  and on the same date the  Company  signed a
non-binding  Agreement.  On March 8, 2000,  certain  conditions of the Agreement
were met and the  Agreement  became  binding (See Item 13:  Exhibits,  Lists and
Reports on Form 8K-Exhibit 10.12, The Plan and Agreement to Exchange Stock). The
basic terms of the Agreement  involve the issuance of the Company's common stock
to the  shareholders  of The Catapult  Group in exchange for their shares of The
Catapult Group and the escrow of shares of the Company's common stock to support
exercise of options by the holders of The Catapult Group options,  so that after
Agreement closing the shareholders and option holders of The Catapult Group will
hold (or have rights to acquire)  90% of the  outstanding  common  shares of the
Company.  The current shareholders and option holders of the Company will retain
fully-diluted  10%  ownership  of the Company at  closing.  After  closing,  the
Company  name will be  changed to The  Catapult  Group,  Inc.  To  minimize  the
outstanding  shares of the Company in  connection  with the  closing,  a reverse
split of 10:1  will be done to the  currently  issued  and  outstanding  Company
common shares. Additionally,  to facilitate the merger and the acquisition plans
of  The  Catapult   Group,   consents  will  be  solicited  from  the  Company's
shareholders to authorize  amendment of the Company's  Articles of Incorporation
for the  increase  of the  authorized  shares of  Company  common  stock from 10
million to 20 million.  The  aforementioned  terms and related issues associated
with the  acquisition of The Catapult Group are subject to shareholder  approval
which will be solicited by written consent.

     The acquisition of The Catapult Group gives the shareholders of the Company
the  potential   opportunity  for  increased  share  value.   This  increase  is
anticipated  because of the high growth  e-business market in which The Catapult
Group participates.  The Catapult Group transaction, if consummated,  will bring
closure to the  "Turnaround"  phase that the Company  has been  engaged in since
1996.

     The  Company is  seeking  shareholder  approval  of the  Agreement  and the
transactions contemplated by it through solicitation of written consents, in the
form of a Schedule 14C  Information  Statement that the Company plans to deliver
to Company  stockholders  on or about  April 20,  2000.  The  consent of persons
holding a simple  majority  (50+%) of the  outstanding  Company  common stock is
needed to approve the closing of the transaction and  authorization of the other
transactions  identified  for which  such  consents  are being  solicited.  The
Company expects to receive this consent and believes that the  transaction  will
close on or about May 15, 2000.

INDUSTRY OVERVIEW

     The industry that the Company's current sole subsidiary,  Azimuth, competes
is the occupational  health and safety industry (the "Industry").  This Industry
represents  the  convergence  of safety and  industrial  hygiene,  both of which
consist  of  professionals  and  product   manufacturers   specializing  in  the
recognition,   evaluation  and  control  of  hazardous  chemical,  physical  and
biological agents in or around the workplace.  The Company's  principal areas of
focus  for  provision  of these  services  are  Industrial  Hygiene  Consulting,
Industrial  Hygiene  Laboratory   Services,   Occupational   Safety  and  Health
consulting, and Indoor Air Quality.

OCCUPATIONAL HEALTH AND SAFETY

     The safety segment of the Industry has traditionally been the domain of the
certified industrial hygienist (the "CIH") and the certified safety professional
(the "CSP"). The CIH is an expert in the recognition,  evaluation and control of
hazardous  chemicals and physical and biological  agents in the work place.  The
Company also employs CSP's to assist with determining OSHA regulation compliance
and identifying potential liability resulting from non-compliance.

INDOOR AIR QUALITY

     This segment  includes the testing,  remediation  and control of indoor air
pollutants and is also serviced by the CIH, reflecting the demand for consulting
and analytical services as well as indoor environmental  monitors.  This area of
the market is experiencing  considerable attention as occupants of buildings are
becoming  more attuned to the  potential for  contaminants  adversely  affecting
health.  For example,  the Company began a large project in December 1998, which
was completed in July 1999, involving mold contamination in a public school. The
Company acted in a project management  capacity and the reaction to this growing
problem is  exemplified in the  requirement  for evacuation of the occupants and
complete facility wide abatement of the contamination  under strict  containment
conditions.

FACTORS AFFECTING THE INDUSTRY

     GOVERNMENTAL REGULATION.  Governmental regulation is a key factor affecting
the development of the Industry.  The two principal regulatory agencies are OSHA
and the EPA. These agencies complement each other, as OSHA is concerned with the
worker and the environment within a corporate facility, and the EPA is concerned
with the  general  public  and the  environment  generally  outside a  corporate
facility.  OSHA regulations have established permissible exposure limits over an
eight-hour  period  as well as  short-term  exposure  limits in  fifteen  minute
intervals for certain specified types of hazardous or toxic chemicals.

     RISING  LEGAL/CRIMINAL  LIABILITY RISK AND PENALTIES.  Many violations that
formerly   involved  only  civil   penalties  for  violation  of   environmental
regulations  applicable to the Industry, now carry potential criminal liability.
The  language  in  the  Clean  Air  Act,  the  Clean  Water  Act,  the  Resource
Conservation  and  Recovery Act (RCRA),  the Oil  Pollution  Act, the  Pollution
Prosecution Act of 1990, and the U.S.  Sentencing  Commission  Guidelines Manual
are exposing  corporations and their personnel to significantly  increased fines
and  criminal  sanctions.  The  referral  of  criminal  cases  by the EPA to the
Department of Justice has significantly  increased since 1993, and the number of
criminal cases  prosecuted  and the number of cases ending in  convictions  have
also significantly increased in that time period.

COMPANY SERVICES

LABORATORY SERVICES

     The Company's  certified  industrial  hygiene  laboratory,  operated by its
Azimuth   subsidiary,   is  one  of  approximately  130  AIHA  fee  for  service
laboratories  in the  United  States.  This  laboratory  services  clients  on a
nation-wide  basis, but the majority of its clients are located primarily in the
southeastern  part of the  United  States.  The market  for  industrial  hygiene
analyses includes  architects/engineers,  environmental consultants,  industrial
hygienists, safety professionals,  manufacturing companies in the private sector
and  governmental  agencies,  such as the  Department  of Energy,  Department of
Defense, Federal, state and local government agencies.

     The Company's  laboratory is accredited by the American  Industrial Hygiene
Association.  The Company's laboratory has also received accreditation under the
AIHA,  Environmental Lead Laboratory Accreditation Program, New York State Dept.
of Health  accreditation for Lead and other metals in non-potable water, air and
emissions, and solid and hazardous waste.

     Industrial hygiene laboratory  services involve the analyses of air samples
taken to evaluate worker exposure to hazardous or toxic  chemicals.  The samples
are called "air samples",  but the media analyzed is not air. Rather,  analyzing
devices extract particles of the chemical from the air. These devices are called
sampling  media and consist of filters,  sorbent  tubes,  liquids,  cassettes or
other specialty sampling devices. The sampling media and instrumentation used by
the  industrial  hygienist  depend  on the type of  chemical  being  tested.  An
industrial hygienist is primarily concerned with airborne chemicals,  respirable
particulates,  metals  including lead, and organic vapor (i.e.  vapor containing
carbon and hydrogen).

CONSULTATIVE SERVICES

     Consultative services are grouped into four categories:

     - SAFETY  CONSULTING  SERVICES -  involves  program  development  for fire,
electrical and process safety and OSHA compliance;

     -  INDUSTRIAL  HYGIENE  CONSULTING  SERVICES - involves  on-site  audit and
assessment surveys for compliance with OSHA standards in the areas of indoor air
quality and worker  exposure to toxic  chemicals and metals;  and other physical
health hazards;

     - ASBESTOS  AND LEAD  CONSULTING  SERVICES -  includes  hazard  assessments
(surveys,  sampling and analyses),  design  engineering,  project management for
abatement and removal of asbestos or lead; and

     - TRAINING - involves the establishment of programs and subsequent delivery
of safety,  asbestos,  lead and industrial hygiene,  and OSHA and EPA compliance
training.

     Asbestos   consulting  services  had  been  performed  by  Azimuth's  field
operators  until 1996,  when it made a transition  to providing  these  services
through  subcontractors.  Through the  subcontractor,  the Company  continues to
offer these  services  including  both asbestos and lead  services  inclusive of
building  surveys,  operations and maintenance  plan  development,  removal cost
estimates, removal specifications,  project management, and on-site air sampling
and analysis for abatement  projects.  The Company has relationships  with three
individuals,  two  who  were  former  employees  of the  Company,  which  act as
subcontractors  providing Asbestos consultative services. Two of these providers
operate  under an oral  agreement  and the other  under a written  subcontractor
agreement.

     In October 1999 the Company  implemented  a plan to change the focus of its
service  offering  from  mainly  Industrial  Hygiene  Services to an emphasis on
expanded safety services.  Safety Services are specialty  consulting and on-site
training  products which assist  clients to set goals and achieve  reductions in
frequency and severity of accidental  losses  through the process of identifying
and  controlling  harmful  employee  behavior and  hazardous  conditions  in the
workplace.  Safety Services,  when properly implemented,  assist clients achieve
compliance with regulatory  requirements  established by state and Federal OSHA,
transportation,  and  environmental  agencies.  Management  believes that Safety
Services represent a broader need within the industry,  especially for employers
having between 50 and 150 employees.  This industry segment makes up the greater
percentage of the market potential for the services of the Company and comprises
the segment in which the Company is focusing its greatest  sales  effort.  It is
Management's  belief,  based on market trends, that leading with Safety Services
establishes a customer  relationship that allows other services,  I.E. Idustrial
Hygiene Services and Environmental Services, to be sold to the same customer.

INTELLECTUAL PROPERTY

PATENTS AND LICENSES

     The  Company's  only  patent  was  issued on April 27,  1993  covering  the
Bellmouth cassette technology. This cassette technology, including patent rights
was sold to  Multi-Metrics,  Inc. in 1997. See Item  1:"General" and "Historical
Background".

TRADEMARKS AND TRADE NAMES

     Azimuth(R) and Occupational Healthguard(TM) are registered service marks of
Azimuth.  Asbestos  Analytics(R)  is a  registered  trademark  of  Envirometrics
Products Company.  "Envirometrics" is a registered servicemark with the State of
South Carolina.

SALES AND MARKETING

     The  Company's  laboratory  services  are  marketed  through  telemarketing
efforts and by attending local and national  Industrial Hygiene and Safety trade
conferences.

     Emphasis has been placed on internal growth of the consultative services in
the state of South  Carolina.  In South  Carolina  there  exists  an  industrial
corridor  that  geographically  extends  along  Interstate  85 that  crosses the
northern  quadrant  of the  state.  The  Company  has  never  had an office or a
presence in this area.  The Company at first tried to  penetrate  this market by
having a direct  sales person  domiciled in this area of the state,  but has now
entered into a memorandum of agreement with a company in the upstate focusing on
similar service lines that is strong on sales and weak in depth of services. The
memorandum of agreement is based on the Company acting in a  subcontractor  role
and paying finders fees for work referred.

     The Company has determined  that employers  having from 50 to 150 employees
typically  do not  have the  internal  resources  to  comply  with  OSHA and EPA
regulations and have the greatest need to secure outside  services.  This is the
target  market to which the Company is  directing  its sales focus for growth of
Azimuth sales.

     Management  has  evaluated a strategy to increase its revenue per customer.
It has determined that by offering Safety Services,  a greater  potential exists
to generate  higher sales per customer  and allow for the  integration  of other
Company service offerings,  i.e. Industrial Hygiene and Environmental  Services.
This shift in marketing  strategy is anticipated to generate higher revenues per
customer in the future.

EMPLOYEES AND SUBCONTRACTORS

     Presently the Company has a total of 11 employees.  The number of employees
at December 31, 1999 fiscal year was as follows:

------------ -- --------- -- ----------- -- --------------------------
Year              Total        Parent          Lab & Consultative
------------ -- --------- -- ----------- -- --------------------------
1999               11            2                 9
------------ -- --------- -- ----------- -- --------------------------

     None of the Company's  employees are  represented by a labor  organization.
The Company considers its relations with employees to be satisfactory.

     The Company utilizes the services of three  subcontractors in the provision
of Asbestos Consultative services (see "Company Services--Consultative Services"
above).

INSURANCE

     The  Company  presently  maintains  insurance  as  required  by law  (e.g.,
workers' compensation insurance),  and liability insurance in respect to hazards
on the  Company's  business  premises.  The Company  continues to carry  product
liability insurance for its former products, generally providing for coverage of
$1.0  million for each  occurrence  or  project,  plus a $3.0  million  umbrella
liability  insurance  policy  that also  covers  product  liability  claims.  In
addition,  the  Company  maintains  up to $1.0  million of errors and  omissions
insurance for consultative services. The Company believes that such insurance is
adequate to cover potential  claims  relating to its past and existing  business
activities. To date, its claims history has been minimal.

COMPETITION

     Technological  competition from other and longer established  environmental
and industrial  hygiene  companies is significant and expected to increase.  Cut
backs in the early  1990's of large  Occupational  Health and  Safety  corporate
staffs have  resulted in a  fragmentation  of the Industry  through the entry of
such released personnel into private consulting  practice.  The Company believes
that environmental and industrial hygiene laboratories and consulting firms will
compete intensely to maintain or improve their revenue levels and market shares.
The Company's  competitors  have, or are  developing,  consulting and laboratory
services similar to the Company's  current service line. Most of these companies
have  substantially  greater  capital  resources  than  the  Company  and can be
expected to be long-term competitors.

POST "TURNAROUND" PHASE

     During 1996 the Company entered a formal  "Turnaround" phase as a result of
the critical  financial  condition that the Company was then facing.  Management
analyzed  all  operations  of the Company to  determine  which  operations  were
draining cash flow. The extreme debt load (See Item 7. Financial Statements) and
poor cash position  required that significant  steps be taken  immediately.  The
Company embarked on a plan to mediate debt through the sale of real estate, sale
of other Company  assets and  negotiation  with vendors.  The result is that the
Company  has  reduced  its debt load from  $3,203,600  at  December  31, 1995 to
$514,300 at December 31, 1999.

     The Company has now turned its attention to moving out of the  "Turnaround"
phase.  Management had devised a plan to accomplish this exit in two steps. Step
One would  focus on the  internal  growth of Azimuth and Step Two would focus on
the development and implementation of a merger and acquisition strategy.

     STEP ONE. In October 1999,  Azimuth changed its service  provision to shift
more focus to broader  Safety  Services  offerings.  This change was expected to
expand the  customer  base by offering a wider range of services  and by leading
the sales  process  with  Safety  Services.  Once a  customer  relationship  was
established with Safety Services, it was expected to allow for the sale of other
service  offerings,  resulting  in  a  higher  revenue  base  per  customer  and
ultimately an internal growth in revenue.

     STEP TWO. The Company and its management agreed that any appreciable growth
in revenue would only result through a strategy of mergers  and/or  acquisitions
or other  consolidation with other service providers  operating in the Company's
fragmented  industry.  The Company doesn't compete in a market that lends itself
to quick internal growth; therefore, substantial increases in revenues must come
from a roll-up  of other  synergistic  companies.  The  occupational  health and
safety  consulting  segment of the  Industry is very  fragmented  and would lend
itself to a roll-up  strategy model.  The Company was in the midst of developing
its merger and acquisition strategy.

     On February 18, 2000 Mr.  Richard  Bennett  resigned his position  with the
Company to pursue other opportunities.  Mr. Bennett had been one of the founders
of the  Company  and had  served  from  February  1995 to  November  1996 as the
President and CEO. He had a strong sense of the Industry,  numerous contacts and
was considered integral to the implementation of the previous exit strategy from
the "Turnaround" phase. With his departure, the Company's difficulty encountered
finding  his  replacement,  and with the  discussions  moving  forward  with The
Catapult Group, management and the Board of Directors agreed unanimously to exit
the  "Turnaround"  phase via a reverse  merger with The Catapult Group (see Item
13: Exhibits, Lists and Reports on Form 8K-Exhibit 10.12, The Plan and Agreement
to Exchange Stock).

ITEM 2.  DESCRIPTION OF PROPERTIES

     The following table sets forth information as to each of the principal real
properties  owned or leased by the  Company as of  December  31,  1999,  and the
current  ownership lease status of that property.  No other properties have been
purchased or leased since December 31, 1999.

Location & Use         Title/Lessor   Expiration  Annual     Square       Lien
                                         Date     Rental (1)  Feet        Holder

9229 University Blvd.  SOLD 12/96 &   12/30/01    $66,271    6,694 sq. ft   N/A
Charleston, SC         Leased back
(Corporate offices,    James W. Miller
Consulting offices
& Laboratory)


1) All leases are on a "net,  net" basis,  which requires the Company to pay its
pro-rata share of all utilities, heat, air conditioning, taxes and other charges
assessed against the leased premises.  Annual rental figures shown exclude sales
taxes, if any.

     The Company  believes that its  facilities are adequate for its current and
anticipated requirements for the foreseeable future.

ITEM 3.  LEGAL PROCEEDINGS

     The Company currently has no material legal proceedings pending.

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

     In November  1996,  Mr.  Richard  Bennett  resigned as  President  and CEO.
Because of the  financial  difficulty  that the  Company was facing the Board of
Directors  directed  the  new  President  and CEO to  develop  and  implement  a
"Turnaround"  plan.  Because  the cash  position  of the  Company  was  severely
deteriorated,  past  audit fees were not paid to the  auditor,  as well as other
vendors.  This  non-payment  created a delay in performing the annual audits for
1996-98.  Because no audits were completed,  no 10KSB's were filed and no annual
meetings of shareholders were conducted. As a result, there have been no matters
submitted for vote to the security holders since 1995.

     The  1996-1998  10KSB's  were filed on January 28,  2000.  No  shareholders
meetings have been scheduled because of the necessary  approval to be sought for
The Catapult Group acquisition. The transaction with The Catapult Group requires
shareholder  approval,  which  approval  will be solicited  by Written  Consents
incorporated  into a Schedule 14C Information  Statement planned to be delivered
to shareholders on or about April 25, 2000. In the proposed transaction with The
Catapult  Group there are four (4) matters that will be put to the  shareholders
for which written consents will be solicited by the Company:

     1. Reverse split of the current outstanding shares 10:1.
     2. Increase of the Authorized Shares from 10 million to 20 million
     3. Corporate name change to The Catapult Group, Inc.
     4. Consent to consummate the transaction with The Catapult Group.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

     The Company's  Common Stock has been  publicly  traded  separately  and was
initially  quoted on the  Nasdaq  Smallcap  Market  ("Nasdaq")  under the symbol
"EVRM" on August 12, 1994.  Upon the  divestiture  of the Trico  subsidiary  the
Company fell below the listing  requirements of Nasdaq. On December 3, 1996, the
Company's  common  stock and warrants  were  delisted  from The Nasdaq  SmallCap
Market and were  subsequently  traded on Over the  Counter  Bulletin  Board.  On
January  4,  1999,  the  Securities  and  Exchange   Commission  (SEC)  approved
amendments  to NASD Rules 6530 and 6540 to limit  quotations on the OTC Bulletin
Board(R)  ("OTCBB") to the  securities  of companies  that report their  current
financial  information  to the SEC. On November 18, 1999,  the Company's  common
stock and warrants  were  delisted from the OTCBB because of failure to have the
required SEC periodic  filings  submitted by that date. Price Quotations for the
Company's  common stock where then listed on the National  Bureau of Quotation's
Electronic  Pink  Sheets  (the "Pink  Sheets").  On January 28, 2000 the Company
brought its filings with the SEC  current,  thus  meeting the  requirements  for
re-listing  on the OTCBB.  One of the  Company's  market  makers  submitted  the
necessary  documentation  to have the Company's  common stock re-listed on OTCBB
and on March 21, 2000 the  Company's  common  stock began  trading on OTCBB.  On
March 27, 2000, the closing price listed for a share of Company common stock was
$0.625.

     On December 31, 1999 there were approximately 453 shareholders of record of
the  Company's  common  stock,  based on  information  provided by the Company's
transfer  agent.  The Company also has  warrants,  each to purchase one share of
Common Stock (the  "Warrants"),  which were previously quoted on OTCBB under the
symbol "EVRMW".  On December 31, 1999, there were  approximately  244 holders of
record of the Warrants,  based on information provided by the Company's transfer
agent.

     On April 15, 1999 the Company  amended its Warrant  Agreement to extend the
expiration  date of the Warrants from April 29, 1999 until April 30, 2001.  This
extension  was  executed  to permit the  Company to retain the ability to obtain
additional  capital without  incurring the expense and  experiencing  the delays
inherent  in  either a  secondary  public  offering  or a private  placement  of
securities.

PRICE RANGE OF OUTSTANDING COMMON STOCK

     The  following  table sets forth the high and low bid prices for the Common
Stock as reported in the trading media and for the periods  reflected  above for
each  fiscal  quarter   commencing  January  1998  through  December  1999.  The
quotations  listed below reflect  inter-dealer  prices,  without retail mark-up,
mark-down on commission and do not necessarily represent actual transactions.

                                           HIGH                 LOW

     1998
         FirstQuarter                      1.250                0.02
         SecondQuarter                     0.812                0.25
         Third Quarter                     0.625                0.125
         Fourth Quarter                    0.437                0.062

     1999
         FirstQuarter                      0.187                0.062
         SecondQuarter                     0.375                0.062
         Third Quarter                     0.375                0.050
         Fourth Quarter                    0.375                0.005


     On March  27,  2000,  the last  sale  price of a share of  Common  Stock as
reported on OTCBB was $0.625.

DIVIDENDS

     The  Company  has never paid  dividends  on its  Common  Stock and does not
anticipate  that it will do so in the  foreseeable  future.  For the foreseeable
future any future earnings or funds otherwise available, if any, for the payment
of dividends will be used to pay dividends on the  outstanding  Preferred  Stock
(see Item 6.  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations) or for reinvestment in the Company's business. Any future
determination  to  pay  cash  dividends  on  the  Common  Stock  will  be at the
discretion  of the  Board of  Directors  and will  reflect  such  other  factors
(including contractual requirements) as the Board of Directors deems relevant.

     The Company was in arrears for payment of dividends of its Preferred  Stock
in the  approximate  amount of $59,400 at December 31, 1999. In addition,  under
the terms of the Preferred  Stock,  the holder can "put"  outstanding  shares of
Preferred  Stock  back  to the  Company  for  repurchase.  As  discussed  in the
financial statements, "put" obligations for 1999 through 2003 range from $35,000
to $89,000  annually.  The Company will not be able to meet these obligations if
its current  revenue  trends  continue.  In March 2000,  the holders of Series B
Preferred  Stock  authorized  the company to convert  their  shares of Preferred
Stock,  and all accrued  dividends theron of  approximately  $50,959,  to Common
Stock. As of March 31, 2000 approximately $18,345 of accrued dividends on Series
C Preferred Stock are still owed.

     Contemplated in the transaction with The Catapult Group, the holders of all
outstanding  Preferred  Stock will convert  their  shares of Preferred  Stock to
shares of Common Stock.  The conversion  rights of each class of Preferred Stock
are  outlined in Item 6.  Management's  Discussion  and  Analysis  of  Financial
Condition--General Overview. In the aggregate there are currently 353,518 shares
of all classes of Preferred  Stock. It is anticipated  that all of the Preferred
Stock will be converted to shares of Common Stock which will equal an additional
1,627,590 shares  outstanding.  In March 2000, the holders of Series B Preferred
Stock converted their Preferred  Shares,  and accrued and unpaid  dividends,  to
Common Stock of the Company.  The  conversion  of the accrued  dividends  was at
$0.40 of dividends per share of Common Stock.  This is the same conversion ratio
of the Preferred  Stock:  one share of Preferred Stock valued at $2.00 per share
converts  to 5 shares  of Common  Stock,  or $0.40 per  share.  The  approximate
accrual of total  dividends  of $69,304 as of March 31, 2000 would  result in an
additional  173,260 shares of Common Stock being issued if the holders of Series
C Preferred Stock convert all of their accrued dividends to Common Stock.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     This 10-KSB 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.   Investors  are  cautioned  that  certain
statements in this 10-KSB are "forward looking  statement" within the meaning of
the  Private  Securities  Litigation  Reform Act of 1995 and  involve  known and
unknown risks,  uncertainties  and other factors.  Such  uncertainties and risks
include,  among  others,  certain risks  associated  with the closing of the The
Catapult Group transaction described herein, government regulation,  and general
economic and business  conditions.  Actual  events,  circumstances,  effects and
results  may  be  materially   different   from  the  results,   performance  or
achievements   expressed   or   implied  by  the   forward-looking   statements.
Consequently,  the  forward-looking  statements  contained  herein should not be
regarded  as  representations  by the  Company  or any  other  person  that  the
projected outcomes can or will be achieved.

     The following  discussion and analysis  should be read in conjunction  with
the Consolidated Financial Statements and Notes thereto,  appearing elsewhere in
this Form 10-KSB.

GENERAL OVERVIEW

     As discussed earlier, the Company formerly had 3 operating subsidiaries. As
a result of a  "Turnaround"  phase which  began in 1996,  it  currently  has one
operating  subsidiary,  Azimuth,  Incorporated,  which  provides  the  following
services:  industrial  hygiene  laboratory  services;  environmental  health and
occupational  health and  safety  consulting;  and  asbestos  services.  Azimuth
operates a fully accredited  Industrial Hygiene ("IH") laboratory,  certified by
the American Industry Hygiene Association  ("AIHA"),  to perform analyses of air
samples for asbestos, metals and organic vapors.

     Pursuant  to  authority  expressly  granted  to and  vested in the Board of
Directors by the Certificate of Incorporation,  in connection with effecting the
mediation of  outstanding  obligations  of the Company,  the Board  ratified the
creation and issuance of the following  Series (the "Series") of Preferred Stock
(the  "Preferred  Stock")  and Classes of each such  Series  (the  "Classes)  to
Company  creditors.

     1. Shares of Preferred  Stock  designated  "Series A Preferred  Stock",  to
consist of 70,000 shares divided into four Classes as follows:

         Class 1                              17,500 Shares
         Class 2                              17,500 Shares
         Class 3                              17,500 Shares
         Class 4                              17,500 Shares

     No dividends will be paid on the Series A Preferred Stock, and the Series A
Preferred  Stock is  convertible at the ratio of one such share for three shares
of Company  Common  Stock.  All shares of Series A Preferred  Stock can be "put"
back to the Company by holders, at $2.00 per share, on the following schedule:

         Class 1              --              From December 31, 1999 to
                                              December 31, 2003;

         Class 2              --              From December  31, 2000 to
                                              December 31, 2003;

         Class 3              --              From December 31, 2001 to
                                              December 31, 2003; and

         Class 4              --              From  December  31, 2002 to
                                              December 31, 2003.

     Any shares of Series A Preferred  Stock that are neither  converted nor put
to the Company on or prior to  December  31,  2003,  shall at that time lose all
such conversion and put rights.

     2. Shares of  Preferred  Stock  designated  "Series B Preferred  Stock," to
consist of 208,640 shares divided into five Classes as follows:

         Class 1                              41,728 Shares
         Class 2                              41,728 Shares
         Class 3                              41,728 Shares
         Class 4                              41,728 Shares
         Class 5                              41,728 Shares

     Shares of Series B Preferred Stock bear cumulative dividends at the rate of
$.14 per annum,  and the Series B Preferred Stock is convertible at the ratio of
one such share for five shares of Company  Common Stock.  All shares of Series A
Preferred  Stock can be "put" back to the  Company by holders at the amounts per
share and on such timing as meets the following schedule:

         Class 1                  $2.36         From June 15, 2004 to
                                                June 14, 2009;

         Class 2                  $2.42         From June 15, 2005 to
                                                June 14, 2009;

         Class 3                  $2.48         From June 15, 2006 to
                                                June 14, 2009;

         Class 4                  $2.54         From June 15, 2007 to
                                                June 14, 2009; and

         Class 5                  $2.60         From June 15, 2008 to
                                                June 14, 2009.

     Series B Preferred  Stock can be  "called" by the Company by the  Company's
payment of the following redemption amounts on the following schedule:

                    CALL DATE                              AMOUNTS PER SHARE
                    ---------                              -----------------
        --        From June 15, 1998 to                          $2.00;
                  June 14, 1999
        --        From June 15, 1999 to                          $2.06;
                  June 14, 2000
        --        From June 15, 2000 to                          $2.12;
                  June 14, 2001
        --        From June 15, 2001 to                          $2.18;
                  June 14, 2002
        --        From June 15, 2002 to                          $2.24;
                  June 14, 2003
        --        From June 15, 2003 to                          $2.30;
                  June 15, 2004
        --        From June 15, 2004 to                          $2.36;
                  June 14, 2005
        --        From June 15, 2005 to                          $2.42;
                  June 14, 2006
        --        From June 15, 2006 to                          $2.48;
                  June 14, 2007
        --        From June 15, 2007 to                          $2.54; and
                  June 14, 2008
        --        From June 15, 2008 to                          $2.60.
                  June 14, 2009

     Any shares of Series B Preferred Stock that are not converted or put to the
Company on or prior to June 14, 2009,  or tendered by the Company  pursuant to a
"call"  by the  Company,  shall  not be  entitled  thereafter  to any  dividend,
conversion, put or other rights.

     3. Shares of  Preferred  Stock  designated  "Series C Preferred  Stock," to
consist of 74,878 shares divided into three Classes as follows:

        Class 1                              24,959 Shares
        Class 2                              24,959 Shares
        Class 3                              24,960 Shares

     Shares of Series C Preferred Stock bear cumulative dividends at the rate of
$.14 per annum,  and the Series C Preferred Stock is convertible at the ratio of
one such share for five shares of Company  Common Stock.  All shares of Series C
Preferred  Stock can be "put" back to the  Company by holders at the amounts per
share and on such timing as meets the following schedule:

        Class 1                  $2.12         From June 15, 2000 to
                                               June 14, 2003;
        Class 2                  $2.18         From June 15, 2001 to
                                               June 14, 2003; and
        Class 3                  $2.24         From June 15, 2002 to
                                               June 14, 2003.

     Series C Preferred  Stock can be  "called" by the Company by the  Company's
payment of the following redemption amounts on the following schedule:

                       CALL DATE                           AMOUNTS PER SHARE
                       ---------                           -----------------
        --        From June 15, 1998 to                          $2.00;
                  June 14, 1999

        --        From June 15, 1999 to                          $2.06;
                  June 14, 2000
        --        From June 15, 2000 to                          $2.12;
                  June 14, 2001
        --        From June 15, 2001 to                          $2.18; and
                  June 14, 2002
        --        From June 15, 2002 to                          $2.24.
                  June 14, 2003

     Any shares of Series C Preferred Stock that are not converted or put to the
Company on or prior to June 14, 2003,  or tendered by the Company  pursuant to a
"call"  by the  Company,  shall  not be  entitled  thereafter  to any  dividend,
conversion, put or other rights.

     On March 16,  2000 the  holders of all 70,000  shares of Series A Preferred
Stock converted their Series A Preferred Stock to Common Stock.  This conversion
resulted in an additional  210,000 shares of Common Stock issued. In March 2000,
the holders of all 208,640 shares of Series B Preferred  Stock  converted  their
Series B  Preferred  Stock to  Common  Stock.  This  conversion  resulted  in an
additional  1,043,200 shares of Common Stock issued.  Additionally,  the Company
was instructed to convert the approximate accrued dividends of $50,959 on Series
B Preferred Stock to Common Stock. This conversion was done using the same value
of $0.40 per share of Common  Stock,  which was the value of the Common Stock in
the  conversion  of the  Preferred  Stock.  The  conversion  of these  dividends
resulted  in 127,398  shares of Common  Stock  issued.  The  holders of Series C
Preferred  Stock are expected to convert some  portion,  possibly  all, of their
Series C Preferred Stock to Common Stock,  including the accrued dividends,  but
at this time the  amount is  unknown.  The  Common  Stock that will be issued is
prior to the 10:1  reverse  stock  split that will occur if The  Catapult  Group
transaction is approved by shareholders and consummated.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998

     The following financial information reports operating trends for the period
ending December 31, 1999.  Revenue for the Service Division,  which is comprised
of Azimuth (the remaining operating subsidiary), for the year ended December 31,
1999 amounted to $1,069,700, which was $226,200 (26.8%) higher than the $843,500
reported  for the year ended  December  31,  1998.  One large Indoor Air Quality
consultative  project  that  occurred  in the first half of 1999  accounted  for
$288,500 in 1999 revenue. 1998 revenue related to the same project was $10,453.

     Cost of revenue was  $186,100  higher and amounted to $776,100 for the year
ended  December  31, 1999,  as compared to $590,000  reported for the year ended
December 31,  1998.  Most of the  increase is due to costs  associated  with the
consultative  project discussed above. The Service Division  experienced  higher
direct service costs from the use of subcontractors on an "as needed" basis.

     The gross profit for the year ended December 31, 1999 increased by $40,200,
an increase  of 15.8% to  $293,700,  as compared to $253,500  for the year ended
December 31, 1998.

     The Company  reported a 27.5% gross  margin for 1999 as compared to a 30.1%
gross margin for the same period in 1998.  The reason for the  deterioration  in
gross margin is due to the high fixed cost in the Laboratory.

     Operating expenses were $12,200 lower and amounted to $489,800 for the year
ended December 31, 1999 as compared to the $502,000  reported for the year ended
December 31, 1998. Sales and marketing  expenses decreased by $14,200 to $36,400
for 1999 as compared to $50,600  reported for 1998,  which decreases were mostly
attributable to a reallocation of staff  responsibilities in this area for 1999.
General and  administrative  costs  increased by $10,800 to $415,800 for 1999 as
compared to the $405,000 for 1998.  The increase was  attributed  to  additional
professional  services  needed to complete  the 10-KSB  fillings  for the period
1996-1998.

     Depreciation and amortization  costs decreased overall by $8,800 to $37,500
in 1999 from $46,300 in 1998,  due to older assets being fully  depreciated  and
not replaced.

     The Company  incurred an  operating  loss  (before  extraordinary  item) of
$196,100  in  1999  as  compared  to  the   $248,400   operating   loss  (before
extraordinary item) reported for 1998 due to the reasons discussed above

     Interest income for the year ended December 31, 1999 was $8,900 compared to
$54,300  reported for the year ended  December 31, 1998.  The decrease is due to
the reduction in the principal  balance  outstanding  for a note receivable that
was  executed  during  1996 in  connection  with the  disposition  of the  Trico
business.  The Company  negotiated  the sale of the Trico note  receivable  to a
shareholder, which resulted in a loss on the transaction of $104,400 reported in
1998. Cash received by the Company  amounted to $260,000,  of which $200,000 was
collected in January 1999.

     Interest  expense  of $5,200  for 1999 was  $22,100  lower  than the amount
reported  for 1998  which was  $27,300.  The  decrease  in  interest  expense is
attributable  to conversion of long-term debt to equity at June 30, 1998.  There
was no  amortization  of loan costs for 1999 and as  compared  to $9,900 for the
same period in 1998.

     The Company reported a loss before extraordinary item of $174,900 for the
year ended December 31, 1999 as compared to a loss before extraordinary item of
$320,400 for the year ended 1998 for the reasons stated above.

     The Company reported  extraordinary gain from mediation of vendor
debt of $47,900 in 1999 as compared to $325,900 for 1998.

     Net loss for the year ended  December  31,  1999 was  $127,100,  which is a
$132,600  decrease  over the net  income of $5,500  reported  for the year ended
1998.

FINANCIAL CONDITION

     The independent  auditor's report stated that the Company has suffered from
recurring   losses  from   operations  and  decreases  in  working  capital  and
stockholders'  equity. This raises substantial doubt about the Company's ability
to continue as a going concern.  The Company's financial condition  deteriorated
during 1999 over 1998 due to decreased  revenue  activity in the last quarter of
1999 and  additional  professional  services  incurred in the fourth  quarter to
complete audits of the Company's financial statements for the years 1996 through
1998  and to  file  the  related  10-KSB's  with  the  Securities  and  Exchange
Commission. The Company is experiencing cash flow constraints.

     The working capital deficiency increased by $147,500,  from a deficiency of
$3,100 at December  31, 1998 to a  deficiency  of $150,600 at December 31, 1999.
This is primarily due to increased vendor payables related to professional  fees
as discussed above and accrued dividends on Preferred Stock.

     Trade accounts receivable  decreased  approximately  $51,500 to $131,700 at
December 31, 1999 from $183,200 at December 31, 1998 due to a large project with
a public school  system that was  initiated  during the last quarter of 1998 and
carried over into the first two quarters of 1999.

     The Company was in arrears for payment of dividends on its Preferred  Stock
in the  approximate  amount of $59,400 at December 31, 1999. In addition,  other
terms of the  Preferred  Stock issued during 1997 and 1998 permit the holders to
"put" the shares back to the Company. As discussed in the financial  statements,
"put"  obligations for 1999 through 2003 range from $35,000 to $89,000 annually.
In March 2000, the holders of Series B Preferred Stock converted to Common Stock
all accrued  dividends of $50,959 owed to them.  $18,345 of accrued dividends on
Series C Preferred Stock are still owed.

     During 1999,  the Company  continued to eliminate its older vendor debt and
recognized  approximately $47,900 of extraordinary gain from mediation of vendor
debt.

     In  January  1999,  the  Company  was  able to  liquidate  the  Trico  note
recievable  and net  $260,000  in  working  capital.  These  funds  were used to
continue debt  mediation and begin a focused exit from the  "Turnaround"  phase.
The first steps to exit the "Turnaround" phase focused on increasing the revenue
of  Azimuth.  The  increase in revenue was  predicated  on changing  the service
offering  from  mainly  Industrial  Hygiene  Services  to broader  based  Safety
Services,  and  cultivating  the rising  emphasis  placed on Indoor Air Quality.
Management and the Board of Directors  agree that,  with the small revenue base,
which currently is generated in Azimuth(the only operating  subsidiary), sizable
growth  must  come  from a merger  and  acquisition  strategy.  Any  merger  and
acquisition   activity  is  anticipated   to  bring  further   dilution  to  the
shareholders of the Company.

     Equipment used by Azimuth is not being replaced  currently because of tight
cash constraints being experienced by the Company. There is no guaranty that the
Company will be able to finance the acquisition of needed  equipment,  resulting
in a material adverse impact on the Company's continuing operations.

     On February 18,  2000,  Mr.  Richard  Bennett  resigned  his position  with
Azimuth  to  pursue  other   opportunities.   With  his  departure,the   Company
encountered difficulty finding his replacement,  particularly due to the ongoing
discussions  with The Catapult Group.  As a result,  management and the Board of
Directors determined that it is in the best interests of the Company to exit the
"Turnaround"  phase via a reverse merger  acquisition of The Catapult Group (see
Item 13:  Exhibits,  Lists and Reports on Form  8K-Exhibit  10.12,  The Plan and
Agreement to Exchange  Stock).  The Company is currently  in  discussion  with a
company owned by Mr.  Bennett  concerning the  acquisition of certain  operating
assets and client contracts of Azimuth.

     The acquisition of The Catapult  Group, if consummated,  will be transacted
as a stock exchange  whereby the shareholders of The Catapult Group will receive
shares of the Company. The Catapult Group will become a wholly-owned  subsidiary
of the Company.  The Catapult Group  shareholders  and option holders as a group
will end up with 90% ownership of the fully-diluted  equity of the Company.  The
Company will change its name from  Envirometrics,  Inc. to The  Catapult  Group,
Inc.  after  closing.  The  transaction  will  involve the reverse  split of the
pre-closing  shares of the Company.  It is  anticipated  that the Agreement will
close on or about May 15, 2000.

EFFECTS OF INFLATION

     Inflation has not been a material factor affecting the Company's  business.
However, the Company's consulting,  laboratory and manufacturing  operations are
subject to the effects of inflation to the extent that it may  adversely  affect
interest  rates and the  availability  of credit which  directly  and  adversely
affects the construction  industry, a primary user of the Company's products and
services.

ITEM 7.  FINANCIAL STATEMENTS

                                                                       Page No.

Financial Statements:

         Independent Auditor's Report                                   22

         Consolidated Balance Sheets as of
         December 31, 1999, and 1998                                    23-24

         Consolidated Statements of Operations for the
         years ended December 31, 1999 and 1998                         25

         Consolidated Statements of Stockholders'
         Equity for the years ended December 31, 1999 and 1998          26

         Consolidated Statements of Cash Flows for the
         years ended December 31, 1999 and 1998                         27-28

         Notes to the Consolidated Financial Statements                 29-38

<PAGE>


                          Independent Auditors' Report





     To The Board of Directors
     Envirometrics, Inc.
     Charleston, South Carolina



     We  have  audited  the   accompanying   consolidated   balance   sheets  of
     Envirometrics,  Inc. and subsidiaries as of December 31, 1999 and 1998, and
     the  related  consolidated  statements  of  operations,  common  stock  and
     accumulated  deficit  and of cash  flows for the years  then  ended.  These
     financial  statements are the  responsibility of the Company's  management.
     Our  responsibility is to express an opinion on these 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 audits 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
     Envirometrics,  Inc. and subsidiaries as of December 31, 1999 and 1998, and
     the  results  of their  operations  and their cash flows for the years then
     ended, in conformity with generally accepted accounting principles.

     The  accompanying  consolidated  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 suffered
     recurring  losses from  operations  and  decreases  in working  capital and
     stockholders'  equity.  This raises  substantial  doubt about the Company's
     ability to continue  as a going  concern.  Management's  plans in regard to
     these  matters are also  described in Note 13. The  consolidated  financial
     statements  do not  include  any  adjustments  that might  result  from the
     outcome of this uncertainty.





Welch, Roberts & Amburn, LLP
March 31, 2000


                                       22

<PAGE>

                        ENVIROMETRICS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1999 and 1998

<TABLE>
<CAPTION>

                                                                      1999                1998
                                                                  -----------        ------------
ASSETS
------
<S>                                                              <C>                <C>

Current Assets
--------------
Cash and cash equivalents                                         $   104,607        $    40,934
Notes receivable, current portion                                                        418,294
Trade receivables, less allowance for doubtful accounts
1999 $5,000; 1998 $5,000                                              131,654            183,155
Other receivables                                                           -             22,213
Inventories                                                             4,000             14,974
Prepaid expenses                                                       27,634             27,077
                                                                  -----------        -----------
     Total Current Assets                                             267,895            706,647
                                                                  -----------        -----------

Other Assets and Intangibles
----------------------------
Deposits                                                                2,500              2,951
                                                                  -----------        -----------

Property and Equipment
----------------------
Furniture and equipment                                               921,358            997,754
Vehicles                                                                9,490              9,490
                                                                  -----------         ----------
                                                                      930,848          1,007,244
Less accumulated depreciation and amortization                       (870,816)          (913,919)
                                                                  -----------        -----------
                                                                       60,032             93,325
                                                                  -----------        -----------
                                                                  $   330,427        $   802,923
                                                                  ===========        ===========



<FN>

                 See Notes to Consolidated Financial Statements

</FN>

                                       23
</TABLE>
<PAGE>

                      ENVIROMETRICS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>

                                                                          1999             1998
                                                                       -----------     -----------
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
<S>                                                                    <C>              <C>

Current Liabilities
-------------------
Notes payable
Current maturities of long-term debt                                   $   12,848       $   23,260
   Stockholders                                                                 -          195,000
   Other                                                                   13,708           32,094
Accounts payable                                                          221,228          247,074
Accrued expenses and other                                                170,677          212,328
                                                                      -----------      -----------
                                                                          418,461          709,756
                                                                      -----------      -----------
     Total Current Liabilities
Noncurrent Liabilities
----------------------
 Long-Term Debt                                                            71,681           85,350
 Deferred gain on asset sale                                               24,167           48,333
 ---------------------------                                          -----------      -----------
    Total Noncurrent Liabilities                                           95,848          133,683
                                                                      -----------      -----------


Redeemable Preferred Stock
---------------------------
 Par value $.001; authorized 2,500,000 shares;
 issued 1998 - 353,518 shares; 1997 - 70,000 shares                       717,985          700,974
                                                                      -----------      -----------
Common Stock and Accumulated Deficit
------------------------------------
Common stock, par value $.001;authorized 10,000,000shares
  shares; issued 1999 - 3,640,880 shares;
  1998 - 3,010,186 shares;                                                  3,640            3,010
Additional paid-in capital                                              5,069,388        5,103,334
Accumulated deficit                                                    (5,974,895)      (5,847,834)
                                                                      -----------      -----------
                                                                         (901,867)        (741,490)

                                                                      -----------      -----------
                                                                     $    330,427    $     802,923
                                                                     ============     ============



<FN>
                 See Notes to Consolidated Financial Statements

</FN>

                                       24

</TABLE>
<PAGE>

                      ENVIROMETRICS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
<S>                                                        <C>               <C>

                                                                1999              1998
                                                            ------------      ------------
Service Revenue                                             $  1,069,746      $    843,497
---------------

Direct Service Costs                                             776,070           589,975
-------------------                                         ------------      ------------

   Gross Profit                                                  293,676           253,522

Operating Expenses
------------------
Sales and marketing                                               36,443            50,621
General and administrative                                       415,846           405,020
Depreciation and amortization                                     37,522            46,328
                                                            ------------      ------------
                                                                 489,811           501,969
                                                            ------------      ------------
   Operating Loss                                               (196,135)         (248,447)


Other Income (Expense)
----------------------
Interest income                                                    8,886            54,275
Interest expense                                                  (5,161)          (27,268)
Gain on disposition of property                                   17,475            15,350
Loss on note receivable                                                -          (104,427)
Amortization of loan costs                                             -            (9,880)
                                                            ------------      ------------
                                                                  21,200           (71,950)
                                                            ------------      -------------

Loss before extraordinary item                                  (174,935)         (320,397)
                                                            ------------      ------------

Extraordinary item - gain on vendor debt
  mediation                                                       47,874           325,869
                                                            ------------      ------------
Net Income (Loss)                                           $   (127,061)     $      5,472
                                                            ------------      ------------
Earnings Per Common Share
-------------------------

Net loss before extraordinary item                                 (.074)            (.126)
Extraordinary item                                                  .015              .117
                                                            ------------      ------------
Net (Loss) Per Common Share                                 $      (.059)     $     (0.009)
                                                            ============      ============
Weighted average number of common shares
 outstanding                                                $  3,108,678      $  2,786,695
                                                            ============      ============

<FN>

                 See Notes to Consolidated Financial Statements

</FN>

                                       25

</TABLE>
<PAGE>

                      ENVIROMETRICS, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF COMMON STOCK AND ACCUMULATED DEFICIT
                     YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
<S>                                                         <C>                <C>                 <C>

                                                                                 Additional          Accumulated
                                                             Common Stock      Paid-in Capital         Deficit

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

Balance, December 31, 1997                                    $      2,667     $  5,095,673       $  (5,853,306)
   Net income                                                                                             5,472
   Issuance of 180,287 shares of common stock
     in consideration of vendor debt                                   180            21,810                  -
   Issuance of 162,500 shares of common stock in
     consideration of loan cost                                        163            15,478                  -
   Dividends accrued and accretion on preferred
     shares                                                              -           (29,627)                 -
                                                              ------------      ------------       -------------
Balance, December 31, 1998                                    $      3,010      $  5,103,334      $   (5,847,834)
                                                              ============      ============       =============

   Net Loss                                                                                             (127,061)
   Issuance of 274,669 shares of common stock
     for compensation                                                  274            16,885
   Issuance of 356,025 shares of common stock
     for legal expenses                                                356             5,873
   Dividends accrued and accretion on preferred
     shares                                                              -           (56,704)                 -
                                                              ------------      ------------      -------------
Balance, December 31, 1998                                    $      3,640      $  5,069,388      $  (5,974,895)
                                                              ============      ============      =============

<FN>

                 See Notes to Consolidated Financial Statements

</FN>

                                       26

</TABLE>
<PAGE>

                      ENVIROMETRICS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>

<S>                                                        <C>                <C>
                                                                1999              1998
                                                            ------------      ------------
Cash Flows From Operating Activities

Net income/(loss)                                            $  (127,061)      $    5,472
Adjustments to reconcile net income/(loss) to net cash
  provided by (used in) operations:

     Depreciation                                                 37,522           46,328
     Amortization                                                      -            9,880
     Provision for doubtful accounts                                   -            5,385
     Non-cash expense paid by issuance of common
      stock                                                       23,388            4,500
     (Gain) loss of disposal of property & equipment             (17,475)         (15,350)
     Extraordinary Item - Gain on debt restructuring             (47,874)        (325,869)
      Loss on sale of note receivable                                  -          104,427
      Change in assets and liabilities
       (Increase) decrease in accounts receible                   73,714          (92,972)
       (Increase) decrease in inventory                           10,974            2,360
       (Increase) decrease in prepaid expenses                      (557)          26,744
       (Increase) decrease in other assets                           451           18,142
       Increase (decrease) in accounts payable and
         accrued expenses                                        (59,316)          72,766
                                                            ------------      ------------
       Net Cash (Used in) Operations                            (106,234)        (138,187)
                                                            ------------      ------------
Cash Flows From Investing Activities
------------------------------------
Proceeds from sale of property and equipment                           -            3,456
Purchase of property and equipment                               (10,920)              -
Collections on notes receivable                                  418,294          174,023
                                                              ------------   -------------
      Net Cash Provided by Investing
       Activities                                                407,374          177,479


Cash Flows From Financing Activities
------------------------------------
Principal payments on revolving credit agreements
  and short-term notes                                           (10,412)         (3,310)
Proceeds from long-term borrowing                                      -          20,000
Principal payments on long-term borrowing                       (227,055)        (69,144)
                                                              -----------     -----------
    Net Cash (Used in) Financing
      Activities                                                (237,467)        (52,454)
                                                              -----------     -----------

Net Increase (Decrease) in Cash and Cash Equivalents              63,673         (13,162)

</TABLE>
                                       27

<PAGE>

                      ENVIROMETRICS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
<S>                                                          <C>              <C>

                                                                 1999                1998
                                                             ------------     ------------

Cash and Cash Equivalents
Beginning                                                    $     40,934           54,096
                                                             ------------     ------------
Ending                                                       $    104,607     $     40,934
                                                             ============     ============
Supplemental Disclosure of Cash Flow Information
-----------------------------------------------
Cash Payments for Interest                                   $     21,509     $      2,972
                                                             ============     ============

Supplemental Schedule of Noncash Investing and
----------------------------------------------
  Financing Activities
  --------------------
Conversion of Debt to Preferred Stock                         $          -         551,035
                                                              ============    ============
Debt Assumed on Disposition of Property and
  Equipment                                                   $          -    $      8,003
                                                              ============    ============
Issuance of Common Stock in Settlement of Vendor
  Debt                                                        $          -    $      2,972
                                                              ============    ============
Accretion in the Carrying Value of Preferred Stock            $     17,011
                                                              ============
<FN>

                 See Notes to Consolidated Financial Statements
</FN>
</TABLE>
                                       28

<PAGE>

                      ENVIROMETRICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




Note 1.   Nature of Business and Significant Accounting Policies
     Nature of  Business.  The Company  functions  as a holding  company for its
     subsidiaries;   Azimuth,   Incorporated,   ("Azimuth"),  and  Envirometrics
     Products Company, ("EPC"). Azimuth operates as consultants in environmental
     and occupational health matters and in addition provides the services of an
     American  Industrial  Hygiene  Association  ("AIHA") and National Voluntary
     Laboratory  Accreditation  Program ("NVLAP") accredited  industrial hygiene
     laboratory.  EPC is inactive.  The Company's primary facilities are located
     in Charleston, South Carolina, with sales throughout the United States.

     A summary of the Companies' significant accounting policies follows:

     Principles of Consolidation.  The consolidated financial statements include
     the  accounts  of  the  Company  and  its  subsidiaries.   All  significant
     intercompany   accounts   and   transactions   have  been   eliminated   in
     consolidation.

     Cash and Cash Equivalents. For purposes of reporting the statements of cash
     flows,  the Company  considers all cash accounts,  which are not subject to
     withdrawal   restrictions   or  penalties,   and  all  highly  liquid  debt
     instruments  purchased  with a maturity of three  months or less to be cash
     equivalents.

     Accounts  Receivable.  Accounts receivable are evaluated for collectibility
     by aging,  with an allowance  for  doubtful  accounts  maintained  based on
     historical  losses and recoveries.  Accounts are written off when deemed to
     be uncollectible.

     Inventories.  Supplies  were valued at $4,000 and  $14,974 at December  31,
     1999 and 1998 respectively.

     Property  and  Equipment.   Property  and  equipment  is  stated  at  cost.
     Depreciation  is computed using  primarily  accelerated  methods,  over the
     following useful lives:

          Furniture and equipment       5 - 7 years
          Vehicles                      3 - 5 years


     Revenue Recognition. Revenue from services are recognized when the services
     are  performed.  During 1999, in excess of twenty  percent of the Company's
     revenue was from one customer and one project which has been completed.

     Income Taxes.  Deferred  taxes are provided on a liability  method  whereby
     deferred tax assets are recognized for deductible temporary differences and
     operating losses, tax credit carryforwards and deferred tax liabilities are
     recognized for taxable temporary differences. Temporary differences are the
     differences  between the  reported  amounts of assets and  liabilities  and
     their tax bases.  Deferred tax assets are reduced by a valuation  allowance
     when,  in the opinion of  management,  it is more likely than not that some
     portion or all of the deferred tax assets may not be realized. Deferred tax
     assets and  liabilities are adjusted for the effects of changes in tax laws
     and rates on the date of enactment.

     Concentration  of  Credit  Risk.  Financial  instruments  that  potentially
     subject the Company to credit risk consists  principally of cash, notes and
     accounts  receivable.  The Company provides product and services to various
     local and national  clients and,  therefore,  issues  credit under  binding
     contracts to these entities. The Company places its cash with a high credit
     quality financial  institution.  At times such cash may be in excess of the
     FDIC insurance limit.

     Loss per Common  Share.  Loss per common  share is based upon the  weighted
     average number of common shares outstanding.

                                       29
<PAGE>

                      ENVIROMETRICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.  Nature of Business and Significant Accounting Policies - continued

     Loss before  extraordinary  item attributable to common  shareholders is as
     follows:

                                                      1999             1998
                                                 --------------   --------------
         Loss before extraordinary item          $  (174,935)     $   (320,397)

         Preferred stock dividend require-
         ments                                        56,704           29,677
                                                 --------------   --------------

         Loss before extraordinary item
         attributable to common share-
         holders                                 $  (231,639)     $   (350,074)
                                                 --------------   ==============

         Per share amount                              (.074)     $      (.126)
                                                 --------------   --------------
         Weighted average number of
         common shares outstanding                 3,108,678         2,786,695
                                                 ==============   ==============


     Basic and diluted  earnings per common  share and common share  equivalents
     are  calculated   using  the  weighted  average  number  of  common  shares
     outstanding  during  the year and on the net  additional  number  of shares
     which  would be  issuable  upon  the  exercise  of all  stock  options  and
     warrants,  assuming that the Company used the proceeds received to purchase
     additional  common  shares at market value.  The impact of the  incremental
     shares is anti-dilutive.

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

Note 2.  Notes Receivable

         Notes receivable are comprised of the following for 1998:


         Mortgage note receivable payable interest only
         at 10% per annum through January 1999.                        $218,294

         Note receivable from former shareholder due
         $10,979 per month including interest at 7%
         through July 15, 2008 (see Note 7)                             200,000
                                                                        -------
                                                                        418,294

         Less current portion                                           418,294
                                                                        -------
                                                                       $      -
                                                                        =======
                                       30

<PAGE>


                      ENVIROMETRICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3.  Notes Payable, Long-Term Debt and Pledged Assets

         Notes payable at December 31, consisted of the following:

                                                               1999      1998
                                                               ----      ----
         Note with interest at 11.85% per annum due in
         monthly principal and interest payments of
         $2,515 with a final payment due in June 2000.      $ 12,848   $ 22,129

         Due to factor                                             -      1,131
                                                            --------   ---------
                Total                                       $ 12,848   $ 23,260
                                                            ========   ========

<TABLE>
<CAPTION>
<S>                                                                         <C>            <C>


         Long-term debt at December 31 consisted of the following:

                                                                              1999            1998
                                                                            ---------      ---------
         U.S. Small Business  Administration  (SBA) loans (two loans)
         4% interest  rate,  due in monthly  installments  of $1,408,
         including   interest,   due  July   2005,collateralized   by
         equipment, furniture and fixtures.

                                                                            $ 85,389       $   98,520

         Various installment loans, with interest rates ranging from
         6% to 24%, due in monthly installments ranging from
         $290 to $2,500, including interest due collateralized by
         vehicles, equipment and furniture and fixtures,
         due June 1999.                                                                        18,924

         Note payable to stockholders, collateralized by shares of
         stock of certain officers, directors and former employees.
                                                                                              195,000
                                                                            --------        ---------
                                                                              85,389          312,444
         Less current maturities                                              13,708          227,094
         -----------------------                                            --------        ---------
                                                                            $ 71,681        $  85,350
                                                                            ========        =========

</TABLE>

         Maturities of long-term debt are as follows:

         December 31:
         2000                                    13,708
         2001                                    14,267
         2002                                    14,848
         2003                                    15,451
         2004                                    27,115
         ----                                    ------
                                               $ 85,389
                                               ========

          At December 31, 1999,  substantially all Company assets are pledged as
       collateral on the above-mentioned debt agreements.

                                       31
<PAGE>



                      ENVIROMETRICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4.  Operating  Leases
     The  Company  leases  various   office   facilities  and  equipment   under
     noncancellable  operating  leases.  The Company  also  subleased  an office
     facility. Rental expense from operating leases were as follows:

                                                     Sublease          Net
                                  Rent Expense    Rental Income   Rental Expense

                 December 31,
                 1998               242,488         (142,106)       100,382
                 1999               113,956            -0-          113,956


     Future obligations for minimum rentals on remaining  noncancellable  leases
     in excess of one year are as follows:


                 2000                              $   84,624
                 2001                                  84,624
                 2002                                  70,710
                 2003                                  70,557
                 2004                                  72,420
                 Thereafter                           151,428


     During 1996, the Company sold its laboratory  and office  facilities  along
     with  other  properties  resulting  in a  gain  of  $223,120.  Concurrently
     therewith,  the Company  entered  into a lease with the  purchaser  for the
     continued use of the  facilities  for a five year term at $66,276 per year.
     In  accordance  with  SFAS 13,  gain in the  amount  of  $120,831  has been
     deferred and is being recognized in the financial statements over the lease
     term, $24,166 per year.

Note 5. Income Taxes
     As explained in Note 1, the liability  method  requires the  recognition of
     deferred  tax  assets  and   liabilities   for  the  expected   future  tax
     consequences  of  temporary  differences  between the  reported  amounts of
     assets and liabilities and their tax bases.


     Net deferred tax assets consist of the following  components as of December
     31:


                  1999                      Current      Long-Term     Total

                 Deferred tax assets:

                 Receivable allowances     $ 1,950    $     -       $    1,950

                 Operating loss carryforwards    -      1,789,081     1,789,081

                 Less valuation allowance   (1,950)     (1,783,910)  (1,785,860)
                                           --------    -----------   -----------
                                                 -           5,171        5,171
                 Deferred tax liability:
                 Property and equipment          -          (5,171)      (5,171)
                                           --------    -----------   -----------
                                           $           $             $
                                                 -              -            -
                                           ========    ===========   ===========


                                       32
<PAGE>


                      ENVIROMETRICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 5.  Income Taxes - continued


                  1998                      Current      Long-Term     Total
                 Deferred tax assets:

                 Receivable allowances    $   1,950     $     -      $    1,950
                 Other                        2,535           -           2,535
                 Operating loss carryforwards     -     1,739,527     1,739,527
                 Less valuation allowance    (4,485)   (1,735,331)   (1,739,816)
                                             -------   -----------   -----------
                                                  -         4,196         4,196
                 Deferred tax liability:
                 Property and equipment           -        (4,196)       (4,196)
                                             -------   ----------    -----------
                                          $       -     $       -    $        -
                                             =======   ==========    ===========


     The Company recorded a valuation  allowance of $1,785,860 and $1,739,816 on
     deferred  tax  assets  at  December   31,  1999  and  1998,   respectively.
     Realization  of deferred tax assets is  dependent  upon  sufficient  future
     taxable income during the period that deductible temporary  differences and
     carryforwards  are expected to be available to reduce taxable  income.  The
     net valuation allowance increased (decreased) $46,044 and $(4,552), for the
     years ended December 31, 1999 and 1998, respectively,  due primarily to the
     change in loss carryforwards.

     Loss  carryforwards  for tax  purposes as of December  31,  1999,  have the
     following expiration dates:


                 Expiration Date                   Amount

                 2001                           $    9,469
                 2002                                3,027
                 2003                               33,108
                 2004                              118,331
                 2005                              132,119
                 2006                              280,783
                 2007                              633,538
                 2008                              226,315
                 2009                              518,545
                 2010                              890,256
                 2011                            1,312,613
                 2012                              258,683
                 2014                              127,061
                                                ----------
                                                $4,543,848
                                                ==========

                                       33

<PAGE>

                      ENVIROMETRICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 5.  Income Taxes - continued

     The following is a  reconciliation  of income tax at the federal  statutory
     rate to the Company's income tax provision.

                                                        1999           1998
     Tax (benefit) at statutory rate of 35%        $  (44,471)      $   1,915
     State tax (benefit) - net                         (3,811)            219
     Non deductible charges                               875           2,808
     Change in valuation allowance                     46,044          (4,552)
     Other net                                          1,363            (390)
                                                   ----------       ---------
        Provision for taxes                        $        -       $       -
                                                   ==========       =========

Note 6. Debt Compromise
     The Company  compromised  debt with vendors and suppliers in 1999 and 1998.
     Extraordinary  gain is recognized to the extent the applicable debt exceeds
     the cash or the fair  market  value of stock  issued and is  summarized  as
     follows:
                                                         1999               1998
                                                         ----               ----
  Debt settled for cash                                $ 47,874       $  232,061
  Debt  settled  for  options  and  common  stock             -           93,808
                                                       --------       ----------
                                                       $ 47,874       $  325,869
                                                       ========       ==========

Note 7.  Redeemable  Preferred Stock
     In 1997 the Company  issued 70,000 shares of Series A preferred  stock,  $2
     stated value,  which have  preferences in the event of a liquidation of the
     Company.  These preferred  shares are convertible into common shares at the
     ratio of one share of preferred  stock for three shares of common stock and
     are  puttable,  17,500 shares  annually  beginning in December 1999 through
     2002 at a put price of $2 for each preferred share.  Shares not put back to
     the Company may be carried forward to the next year.

     During 1998,  the Company issued 283,518 shares of Series B and C preferred
     stock, $2 stated value, to certain officers and related parties in exchange
     for the conversion of outstanding debt by the Company. These shares provide
     for  cumulative  dividends  of $.14 per  share,  per annum.  The  preferred
     shareholders  have the  right at any time on or before  June 14,  2009 (the
     "Maturity Date") to convert all or a portion of the Preferred  Stock,  into
     shares of Company's Common Stock, upon sixty (60) days prior written notice
     to Company.  At all times up until the Maturity Date, the conversion  ratio
     shall be one share of Preferred  Stock for five shares of Common Stock.  If
     the  shareholder  elects to convert  less than all of the  Preferred  Stock
     owned by it, all remaining  shares of Preferred  Stock shall be convertible
     under the same terms. As an alternative to the conversion into Common stock
     as set forth  above,  the  shareholder  has the right to put the  shares of
     Preferred  Stock issued back to the Company in exchange for a cash payment.
     The put price on these  shares of  preferred  stock  accretes  at a rate of
     three percent annually.  Shares that are not put by the shareholder back to
     the  Company in any given  year may be carried  forward to the next year at
     the price for that year.

                                       34
<PAGE>


                      ENVIROMETRICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 7.  Redeemable Preferred Stock - continued
         Obligations under the put options discussed above are as follows:


                  2000                                        $    70,000
                  2001                                             87,913
                  2002                                             89,411
                  2003                                             55,910
                  2004                                                -0-
                  Thereafter                                      517,428
                                                              -----------
                                                              $   820,662
                                                              ===========


     Dividends  on  Preferred  Shares The  Company is in arrears  for payment of
     dividends on its  preferred  stock in the amount of $59,381 at December 31,
     1999. The Company  continues to accrue dividends at the stated rate of $.14
     per share per annum.  This amount  accrued for the first year (through June
     30,  1999) and is to be divided  equally  among and added to the  quarterly
     payments for the second year.  The accrued  amount at December 31, 1998 was
     $19,689.

Note 8.  Unregistered  Stock
     The Company issued 630,694 shares of unregistered  common stock in 1999 for
     compensation and legal expenses. In 1998, the Company issued 162,500 shares
     in  consideration  of loan  costs on notes  payable  to  shareholders.  The
     transactions   were   recorded  at   discounted   prices  due  to  lack  of
     marketability, liquidity and control related to the shares issued.

     On December 30, 1999 the Board of Directors  awarded  stock  options to the
     directors  to purchase an  aggregate  of 350,000  shares.  All such options
     provide for an exercise price of $.10 per share, all are exercisable at the
     grant  date and all  expire  on  December  30,  2004.  The  exercise  price
     applicable under such outstanding  stock options represent 100% of the fair
     market  value of the  underlying  common  stock as of the  date  that  such
     options  were  granted,  as  determined  by the Board of  Directors  of the
     Company on the date that such options were granted.

Note 9. Related Party Transactions and Balances
     Shakespeare  Partners,  LTD, whose general  partner is a stockholder of the
     Company,  had an  outstanding  note due from the  Company  of  $195,000  at
     December 31,  1998.  The note was repaid in January  1999.  No interest was
     paid by the  Company.  During  1998,  approximately  $149,700  of debt  was
     converted to 74,878 preferred shares.

     In December  1998 the Company  entered into an agreement  with  Shakespeare
     Partners,  LTD and its  General  Partner to sell its note  receivable  from
     Trico   Incorporated   amounting  to  $364,427  to  the  General  Partner's
     retirement  plan for  $260,000  which  resulted in a loss to the Company of
     $104,427 that was recorded in December 1998.

     During 1998,  $207,296 of debt to the United States Company, a stockholder,
     was converted to 111,648 preferred shares. Certain principals in the United
     States Company serve the Company as Secretary, Treasurer and directors

     The President and CEO converted 100% of his outstanding  notes during 1998.
     No interest was paid by the Company. Approximately $17,700 was converted to
     8,835 preferred shares.

     An officer  converted $4,500 of accrued salary to 2,250 preferred shares in
     December 1998.

     In  addition   to  the  related   party   transactions   discussed   above,
     approximately  $171,812 of vendor debt was  converted  to 85,907  preferred
     shares during 1998.

                                       35
<PAGE>


                      ENVIROMETRICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 10.  Stock  Options and Warrants
     In  January  1994,  the  Board of  Directors  of the  Company  adopted  the
     Company's Stock Option Plan,  (the "Plan") as previously  authorized by the
     Company's stockholders.  Under the Plan, officers, directors, key employees
     and/or  consultants of the Company can receive  incentive stock options and
     nonqualified stock options to purchase up to an aggregate of 150,000 shares
     of the  Company's  common stock (of which no more than 50,000 shares may be
     pursuant to incentive stock options, and no more than 100,000 shares may be
     pursuant to  nonqualified  stock  options).  In January 1994, the Company's
     Board of Directors awarded, under the Plan,  nonqualified stock options for
     an aggregate of 75,000  shares,  all of which provide for an exercise price
     of $2.00 per  share,  are  exercisable  beginning  on  January  1, 1995 and
     expired on December 31, 1998  (subject to prior  termination  in accordance
     with the applicable stock option agreements).

     On March  31,  1995,  the  Board of  Directors  awarded,  under  the  Plan,
     non-qualified  stock options to purchase an aggregate of 34,500 shares. The
     Board of  Directors  granted  23,000  incentive  stock  options  to certain
     employees,  10,000  non-qualified  stock  options to a  Director  and 1,500
     non-qualified  stock options to an individual  under its stock option plan.
     All such options provide for an exercise price of $3.625 per share, all are
     exercisable  at the grant date and all expire on March 20, 2005 (subject to
     prior   termination  in  accordance   with  the  applicable   stock  option
     agreements).  The exercise price applicable  under such  outstanding  stock
     options  represents 100% of the fair market value of the underlying  Common
     Stock as of the date that such options were  granted,  as determined by the
     Board of  Directors  of the  Company  on the date  that such  options  were
     granted.

     On April 17, 1996 the Board of Directors  awarded under the Plan  incentive
     stock options to purchase an aggregate of 23,750  shares.  All such options
     provide for an exercise  price of $1.88 per share,  all are  exercisable at
     the  grant  date  and all  expire  on  April  16,  2006  (subject  to prior
     termination in accordance with the applicable stock option agreements).  On
     December  10,  1996  the  Board  of  Directors   awarded   under  the  Plan
     non-qualified  stock options to purchase an aggregate of 30,000 shares. All
     such  options  provide  for an exercise  price of $2.38 per share,  all are
     exercisable  at the grant date and all expire on December 9, 2004  (subject
     to prior  termination  in  accordance  with  the  applicable  stock  option
     agreements).  The exercise price applicable  under such  outstanding  stock
     options  represents 100% of the fair market value of the underlying  common
     stock as of the date that such options were  granted,  as determined by the
     Board of  Directors  of the  Company  on the date  that such  options  were
     granted.

     During  the  period  1996  through  1998,  23  employees  who were  holding
     incentive  stock  options  left  the  employment  of  the  Company  without
     exercising  their options.  Subject to the stock option  agreements,  their
     options  terminated on the effective  dates of their  resignations.  Of the
     options  for  88,250  issued in March,  1995 and April and  December  1996,
     42,250  options have  expired,  (40,750  incentive  stock options and 1,500
     non-qualified stock options).

     On January 28, 1999 the Board of Directors awarded under the Plan incentive
     stock  options to  purchase  an  aggregate  of 40,000  shares.  All of such
     options  provide  for an  exercise  price  of  $0.10  per  share,  all  are
     exercisable  at the grant date and all expire on January 27, 2009  (subject
     to prior  termination  in  accordance  with  the  applicable  stock  option
     agreements).  The exercise price applicable  under such  outstanding  stock
     options  represents 100% of the fair market value of the underlying  common
     stock as of the date that such options were  granted,  as determined by the
     Board of  Directors  of the  Company  on the date  that such  options  were
     granted.  10,000  options  expired on  September  4, 1999 when the employee
     resigned employment.

     As of March 15, 2000 there were 87,000 options outstanding,  including both
     incentive stock options and  non-qualified  stock options,  which have been
     issued under the Plan since  January  1994. As of this date no options have
     been  exercised  and on April 28, 2000 an  additional  6,000  options  will
     expire.

     The Company applied Accounting Principles Board Opinion No. 25, "Accounting
     for Stock Issued to  Employees"  in  accounting  for  stock-based  employee
     compensation  arrangements  whereby no  compensation  cost related to stock
     options is deducted in determining net income (loss). Had compensation cost
     for the Company's stock option plans been  determined  pursuant to SFAS No.
     123, "Accounting for Stock-Based Compensation," the effect on the Company's
     net  income  (loss)  and  earnings  (loss)  per  share  would not have been
     material.

     On  December  31,  1998 the Company  had  outstanding  600,000  warrants to
     purchase it common stock at $6.00 per share.  On April 29, 1999 the company
     amended its warrant agreement to extend the expriation date of the warrants
     to April 30, 2001.  Under certain  conditions,  the warrants are subject to
     redemption by the Company for $.05 per share.

Note 11.Fair Value of Financial Instruments
     The following  disclosure of estimated fair value of financial  instruments
     is made  in  accordance  with  the  requirements  of  Financial  Accounting
     Standards No. 107,  Disclosure  About Fair Value of Financial  Instruments.
     The estimated fair value amounts have been  determined by the Company using
     available market information.  Accordingly,  the estimates presented herein
     may not be indicative of the amounts the Company could realize in a current
     market  exchange.  The use of  different  market  assumptions  or valuation
     methodologies  may have a  material  effect  on the  estimated  fair  value
     amounts.

     The carrying values of cash and accounts receivable approximate fair values
     due to the short-term  maturities of these instruments.  The carrying value
     of note  receivable,  notes payable and  long-term  debt  approximate  fair
     values  based  on the  discounted  cash  flow of those  instruments,  using
     current  interest  rates and  remaining  maturities  at December  31, 1999.
     Accounts  payable are carried at their face  amount.  Due to the  Company's
     debt compromise  program,  the fair value will differ from the face amount.
     The amount of such differences has not been quantified and accordingly,  is
     not disclosed.

                                       36
<PAGE>

                      ENVIROMETRICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 12.Other
     Loss of Listing from NASDAQ

     The Company's  Common Stock has been  publicly  traded  separately  and was
     initially quoted on the Nasdaq Smallcap Market  ("Nasdaq") under the symbol
     "EVRM" on August 12, 1994. Upon the divestiture of the Trico Envirometrics,
     Inc. subsidiary the Company fell below the listing  requirements of Nasdaq.
     On December 3, 1996 the  Company's  common stock and warrants were delisted
     from The Nasdaq  SmallCap Market and were  subsequently  traded on the Over
     the Counter Bulletin Board. On January 4, 1999, the Securities and Exchange
     Commission  (SEC) approved  amendments to NASD Rules 6530 and 6540 to limit
     quotations  on the OTC  Bulletin  Board  ("OTCBB")  to the  securities  of
     companies  that report their current  financial  information to the SEC. On
     November 18, 1999 the  Company's  common stock and warrants  were  delisted
     from the OTCBB because of failure to have the required SEC periodic filings
     submitted by that date.  Price  Quotations  for the Company's  common stock
     were listed on the National  Bureau of Quotation's  Electronic  Pink Sheets
     (the "Pink  Sheets")..  On January 28, 2000 the Company brought its filings
     with the SEC current,  thus meeting the  requirements for re-listing on the
     OTCBB.   One  of  the  Company's  market  makers  submitted  the  necessary
     documentation  to have the Company's common stock re-listed on OTCBB and on
     March 21, 2000 the Company's common stock began trading again with a volume
     of 3,000 shares traded, closing at 5/8.


 Note13. Going Concern
     The Company  incurred  losses from  continuing  operations  of $174,935 and
     $320,397 for the years ended December 31, 1999 and 1998,  respectively.  At
     December 31, 1999, current liabilities exceeded current assets by $150,500.

     As discussed  in Note 14, the Company has entered into a binding  agreement
     to exchange  shares of the Company for shares of The Catapult  Group.  Both
     the Company and The Catapult Group are in the process of raising capital to
     complete the share exchange. However,  Envirometrics can waive funding as a
     condition for the transaction to close.

     Subject  to the  successful  completion  of this share  exchange,  there is
     substantial  doubt  regarding the company's  ability to continue as a going
     concern.
                                       37
<PAGE>

                      ENVIROMETRICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note14.  Subsequent Events
     On February  16, 2000,  the Board of Directors of the Company  approved the
     terms of the purchase of Catapult and on the same date the Company signed a
     non-binding  Agreement.  On  March  8,  2000,  certain  conditions  of  the
     Agreement were met and the Agreement became binding. The basic terms of the
     Agreement  involve  the  issuance  of the  Company's  common  stock  to the
     shareholders  of Catapult in exchange  for their shares of Catapult and the
     escrow of shares of the  Company's  common  stock to  support  exercise  of
     options by the holders of Catapult options, so that after Agreement closing
     the  shareholders  and option holders of Catapult will hold (or have rights
     to  acquire)  90% of the  outstanding  common  shares of the  Company.  The
     current  shareholders  and  option  holders  of  the  Company  will  retain
     fully-diluted 10% ownership of the Company at closing.  After closing,  the
     Company  name will be changed to The Catapult  Group,  Inc. To minimize the
     outstanding  shares of the Company after  closing,  a reverse split of 10:1
     will be completed for the currently  issued and outstanding  Company common
     shares. Additionally, to facilitate the merger and the acquisition plans of
     The  Catapult  Group,   consents  will  be  solicited  from  the  Company's
     shareholders   to  authorize   amendment  of  the  Company's   Articles  of
     Incorporation  for the increase of the authorized  shares of Company common
     stock from 10 million to 20 million.

     On March 16,  2000 the  holders of all 70,000  shares of Series A Preferred
     Stock  instructed  the Company to convert their  Preferred  Stock to Common
     Stock.  This  conversion  will result in an  additional  210,000  shares of
     Common Stock being issued. On March 10, 20, 24, and 30, 2000 the holders of
     all 208,640  shares of Series B Preferred  Stock  instructed the Company to
     convert their Preferred Stock to Common Stock.  This conversion will result
     in  an  additional   1,043,200   shares  of  Common  Stock  to  be  issued.
     Additionally,  the Company was  instructed by certain  holders of preferred
     shares to convert  the  related  accrued  dividends  of $50,929 on Series B
     Preferred Stock to Common Stock.  This conversion will be at the same value
     of $0.40 per share of Common  Stock which was the value of the Common Stock
     in the conversion of the Preferred Stock. The conversion of these dividends
     will result in 127,322  shares of Common Stock being issued.  The holder of
     Series C Preferred Stock is expected to convert some portion, possibly all,
     of its Preferred Stock to Common Stock along with the accrued dividend, but
     at this time the amount is unknown. The Common Stock that will be issued is
     prior to the 10:1 reverse stock split that will occur if The Catapult Group
     transaction is consummated.
                                       38
<PAGE>

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND

          ----------------------------------------------------------------------
          FINANCIAL DISCLOSURE
          --------------------
CHANGE IN AUDITOR

     The Company contacted its auditor,  McGladrey & Pullen,  LLC ("McGladrey"),
     in May of 1999 to discuss the need to complete the audits of its  financial
     statements for the years ended December 31, 1998,  1997 and 1996 so that it
     could file the require  annual10-KSB  reports for those years.  The Company
     had $37,812  outstanding  in past due fees to  McGladrey  of which  $20,657
     related to fees for the 1995 audit;  $12,750 related to accounting services
     in  connection  with due  diligence  services for a  terminated  merger and
     regulatory  matters  during 1996;  and $4,405 related to fees in connection
     with  preliminary  audit  services for the 1996 calendar year  performed in
     early  1997.   The  1996  audit  was  not  completed  as  the  Company  was
     experiencing severe cash flow problems.

     In  discussing  the  past  due  fees  and  the  audit  services,  McGladrey
     communicated  that  it  might  not be  possible  for  them to  continue  as
     auditors.  Company management indicated to McGladrey that it would consider
     alternatives and make a decision regarding these matters.

     In connection with the audit of financial statements as of and for the year
     ended  December  31, 1995,  there were no  disagreements  with  McGladrey &
     Pullen, LLP on any matter of accounting  principles,  financial disclosure,
     or auditing scope or  procedures,  which  disagreements  if not resolved to
     their  satisfaction  would have caused them to make reference in connection
     with their opinion to the subject matter of the disagreement.

     The audit report of McGladrey & Pullen,  LLP on the consolidated  financial
     statements of Envirometrics, Inc. as of and for the year ended December 31,
     1995 did not contain any adverse opinion or disclaimer of opinion; however,
     the 1995  opinion  was  modified  with  respect to an  emphasis of a matter
     paragraph  discussing  recurring  losses from  operations  and decreases in
     working capital issues confronting the Company.

     In October 1999 the Company notified McGladrey that it had engaged the firm
     of Welch, Roberts & Amburn,  Certified Public Accountants,  LLP, to conduct
     the audits of its  financial  statements  for the years ended  December 31,
     1998, 1997 and 1996.

     Welch, Roberts & Amburn, Certified Public Accountants, LLP were retained to
     conduct the 1999 audit of the Company's  financial  statements for the year
     ended December 31, 1999.


                                       39

<PAGE>

                                    PART III

ITEM 9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS  AND
--------------------------------------------------------------------------------
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
-------------------------------------------------

     On January 28, 1999 Ms.  Elsie L. Rose was  appointed  as a Director of the
Company.

     The following table sets forth certain information concerning the directors
and executive officers of the Company as of March 15, 2000.

     Directors and Executive Officers

     Name                      Age   Position
     ----                      ---   --------
     Walter H. Elliott, III     44   President,Chief Executive Officer; Director
     Elsie L. Rose, CPA         44   Treasurer, Acting Chief Financial Officer,
                                     Secretary; Director
     Charles E. Feigley, Ph.D.  54   Director
     Richard H. Guilford        70   Chairman of the Board of Directors
     Maurizio F. Giabbai, Ph.D. 50   Director

     Walter H. Elliott, III - President,  Chief Executive Officer & Director. He
joined the Company in 1988 as Director of Marketing  for Azimuth,  Inc. and took
on these duties as well for Envirometrics  Products in 1989. He subsequently was
appointed as the Chief Operating Officer in March 1990, with  responsibility for
complete business operations at Envirometrics  Products. Mr. Elliott brings many
years of marketing and sales experience which he gained as a sales and technical
service representative and Product Manager from 1982 to 1986 at Organon Teknika,
Inc. (formerly Litton Bionetics,  Inc.), a provider of health care products. Mr.
Elliott   graduated  with  honors  from  Clemson   University  with  a  B.S.  in
Microbiology (1977).

     Elsie L. Rose,  CPA - Ms.  Rose was  elected  Treasurer  of the  Company in
August  1995,  Acting CFO in November of 1996 and  Director on January 28, 1999.
Ms. Rose was a founder of  The United States Company and is a Director and its
Treasurer.  The United States  Company is a privately  held  management  company
specializing  in forming  strategic  partnerships  with  small and medium  sized
businesses  to  provide  management,   financing,  accounting,   marketing,  and
technology  support.  Ms. Rose has  practiced  public  accounting,  primarily in
Richmond, Virginia, for over 18 years. Ms. Rose was a senior manager at Deloitte
&  Touche,  LLC  before  joining a local  Richmond,  Virginia  Certified  Public
Accounting  Firm in 1989.  She began  practicing as a sole  practitioner  before
formation  of the firm of Rose,  Sanderson & Creasy,  LLC, in 1992.  Ms. Rose is
currently a member of that firm.  Ms. Rose  graduated  with honors from Virginia
Commonwealth University with a B.S. in Accounting in 1979.

     Charles E. Feigley,  Ph.D,  MSPH,  CIH - Dr. Feigley  co-founded  Azimuth,
Incorporated  while serving as Chairman of Environmental  Health Sciences at the
University  of South  Carolina.  Dr.  Feigley  brings  extensive  experience  in
engineering and research  through his employment  history with the University of
South Carolina as an Assistant and Associate Professor,  a Research Associate at
the  University  of North  Carolina,  as an  Environmental  Control  Engineer at
Diamond  Shamrock  Chemical  Company,  a  chemical   manufacturer,   and  as  an
Engineering Aid with the U.S. Naval Marine Engineering  Laboratory.  Dr. Feigley
is a Board  Member of the Company,  and  currently  serves in various  positions
within industry councils and professional  societies.  He is also a Diplomat for
the American  Academy of Industrial  Hygiene and a member of the Editorial Board
of Applied  Industrial  Hygiene.  Dr. Feigley is a graduate of the University of
Delaware  with  a  B.S.  degree  in  Chemical  Engineering  (1967),  of  Rutgers
University  with a M.S.  degree in  Environmental  Sciences  (1971),  and of the
University  of  North  Carolina  with a  Ph.D.  in  Environmental  Sciences  and
Engineering (1977). He is certified in the "Comprehensive Practice of Industrial
Hygiene" by the American Board of Industrial Hygiene.

     Richard H. Guilford - Mr.  Guilford is currently  employed by and serves as
the  Executive  Vice  President  and Director of Imtek,  Incorporated  and Imtek
Office Solutions,  Inc. From March 1995 until August 1999, Mr. Guilford had been
the Chairman of The United States Company,  a privately held management  company
specializing  in forming  strategic  partnerships  with  small and medium  sized
business to provide management,  financing, accounting, marketing and technology
support. Mr. Guilford was a founder of HazWaste Industries  Incorporated in 1987
and served as Chairman of the Board and Treasurer until February 1995.  HazWaste
was ranked by Inc.  Magazine  among the top 500 fastest  growing  privately held
companies in the Untied States in 1992,  1993 and 1994. In early 1995,  HazWaste
Industries Incorporated was acquired by The Earth Technology Corporation, USA, a
publicly owned international  environmental company. Mr. Guilford graduated from
the Executive  Management  Program of the University of Virginia Graduate School
of Business in 1964 where he was  President  of his class.  He was a finalist in
the  Entrepreneur  of the Year  contest  in 1993 and 1994  conducted  by Merrill
Lynch, Ernst & Young, and Inc. Magazine.

     Maurizio F.  Giabbai,  Ph.D.  - Dr.  Giabbai  was  elected  Director of the
Company in March 1996.  Dr.  Giabbai a co-founder  of The STAR* Group  (formerly
HazWaste  Inc.) and is Chairman of The United States  Company.  Dr.  Giabbai has
over 23  years  of  professional  experience  in  analytical  and  environmental
chemistry and  management of major projects  applied to  environmental/hazardous
waste management programs.  He held positions in academia for over 10 years as a
research  scientist,  and has over 10 years  business  management  experience of
environmental   consulting/engineering/remediation   companies.   He   was   the
co-founder  of  HazWaste   Industries   Incorporated  in  1987,  a  $50  million
consulting/remediation  firm, which was listed for three consecutive years among
the Inc. 500 fastest  growing  companies in U.S. Dr.  Giabbai was with  HazWaste
Industries  Incorporated  until February 1995. He is a graduate of the Technical
Institute G.L.  Bernini (1968).  He received his Doctorate in Chemistry from the
University of Rome in 1976 and served as Post-doctoral Research Associate at the
University  of Alabama in 1977-1978  when he  relocated to the United  States of
America.  He recently completed the MBA program at Georgia State University (May
1999).

     If the  transaction  with The Catapult  Group is  consummated,  all current
Officers  and  Directors  will  resign.  The  Catapult  Group will  appoint  new
Directors   and  the  legacy   shareholders   of  the  Company   will  have  one
representative on the new Board of Directors.

     Significant Employees

     James W. Brown, CSP, CHMM - Mr. Brown joined Azimuth, Inc. in October, 1999
and is Director of Risk  Management  Services  for  Azimuth,  Incorporated.  His
expertise in OSHA,  EPA, and DOT regulatory  compliance  consulting,  safety and
environmental program  administration,  technical training,  and risk management
decision-making  spans 21 years in Federal government and private industry.  Mr.
Brown's    employment     history    includes     assignments    as    Corporate
Safety/Environmental   Manager  for  an  international  machining  and  assembly
company;  Commercial  Sales  Executive for an insurance  broker  providing  loss
prevention and environmental  liability products; Risk Control Consultant for an
insurance company  servicing  clients in general industry and construction;  and
Safety  Director for a  manufacturing  plant in the  secondary  lead  smelting &
refining industry. Mr. Brown holds a B.S. in Engineering/Management  from the U.
S. Naval  Academy  and an M.S.  in Systems  Management  from the  University  of
Southern   California.   He  is  designated  a  Certified  Safety   Professional
(CSP/Comprehensive   Practice)  and  a  Certified  Hazardous  Materials  Manager
(CHMM/Senior  Level).  Mr. Brown is  President-Elect  of the American Society of
Safety  Engineers' Low Country  Chapter in Charleston,  SC. He is a Commander in
the U.S. Navy Reserves.

     Board Committees

     The Company has Audit and Compensation Committees.  The responsibilities of
the Audit Committee  include  recommending to the Board of Directors the firm of
independent  accountants  to be  retained  by the  Company,  reviewing  with the
Company's  independent  accountants  the scope and results of their audits,  and
reviewing  with  the  independent   accountants  and  Management  the  Company's
accounting  and reporting  principles,  policies and  practices,  as well as the
Company's   accounting,   financial  and  operating   controls  and  staff.  The
Compensation   Committee  has  responsibility  for  establishing  and  reviewing
employee  compensation  plans. The  Compensation  Committee also administers the
Company's stock option plan.

     During the "Turnaround" phase of the Company's  operations,  the full Board
of Directors has acted to function as the Audit and  Compensation  Committees of
the  Board of  Directors  and there  have not been  separate  meetings  of those
committees.

     Compliance with Section 16(a) Of the Exchange Act.

     To the  knowledge of the Company,  except as set forth below,  no officers,
directors,  beneficial  owners  of more than 10  percent  of any class of equity
securities of the Company  registered  pursuant to Section 12 of the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  or any other person
subject to Section 16 of the Exchange Act with respect to the Company, failed to
file on a timely  basis  reports  required by Section  16(a) of the Exchange Act
during the fiscal years, which ended December 31, 1996, 1997 and 1998.

     None of Walter H. Elliott, III, Richard H. Guilford, Elsie L. Rose, Charles
E. Feigley,  Maurizio F. Giabbai, Richard D. Bennett, The United States Company,
H. E. Igoe and Shakespeare Partners, L.P. who are all Directors, Officers and/or
10% stock holders have timely filed reports under Section 16 of the Exchange Act
with respect to the Company  since the  beginning of the  Company's  1996 fiscal
year.  On January 27, 2000 each of such persons  filed a Form 5 under Section 16
of the Exchange Act with respect to their holdings of relevant equity securities
of the Company as of the end of the Company's 1999 fiscal year.


ITEM 10. EXECUTIVE COMPENSATION

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

                           SUMMARY COMPENSATION TABLE

                           --------------------------
                              Annual Compensation*

                              --------------------
                              Fiscal Year
                               ended                      Other Annual
                               12/31    Salary    Bonus   Compensation($)
                                         ($)       ($)

Name and
Principal Position

Walter H. Elliott, III         1999      75,000     0            0
President and Chief            1998      59,500     0            0
Executive Officer (Nov. 96
until present)                 1997      59,500     0            0

President, EPC (Until Nov.
96)

============================= ======== ========= ======== ================

                             Long-Term Compensation

                             ----------------------
                               Awards                   Payouts

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

                                          Securities
                            Restricted    Underlying
                             Stock        Options/     LTIP         All Other
                             AWARD(S)     SARS(#)(1)  PAYOUTS($) COMPENSATION(2)

                             --------     ----------  ---------- ---------------
                               ($)                                     ($)
Walter H. Elliott, III

                       1999    93,174      150,000        0            0
                       1998      0            0           0            0
                       1997      0            0           0            0

================================================================================

     *  Does  not  include  personal   benefits  and  other  forms  of  non-cash
     compensation  that did not in the  aggregate  exceed  10% of the  aggregate
     amount of cash compensation for the subject individual.

     (1)  Represents  shares of stock  issued in lieu of salary  during 1997 and
     1998 when Mr.  Elliott's  salary was cut from $85,000  annually to $59,500.
     This  number  does not  reflect  the 10:1  stock  split  that will occur at
     closing if The Catapult Group acquisition is consummated.

     (2) Represents stock options granted in December 1999. This number does not
     reflect  the 10:1 stock  split  that will occur at closing if The  Catapult
     Group    acquisition    is    consummated    (See   Item   10:    Executive
     Compensation--Compensation Policy and Other Compensation.)

Employment  Agreements
---------------------

     The  Company  currently  has no  employment  agreements  with  any of  it's
employees.

Stock Option Plan

     In  January  1994,  the  Board of  Directors  of the  Company  adopted  the
Company's  Stock  Option  Plan,  as  previously   authorized  by  the  Company's
stockholders (the "Plan").  Under the Plan, officers,  directors,  key employees
and/or  consultants  of the  Company  can receive  incentive  stock  options and
non-qualified  stock options to purchase up to an aggregate of 150,000 shares of
the Company's  Common Stock (of which no more than 50,000 shares may be pursuant
to incentive  stock options,  and no more than 100,000 shares may be pursuant to
non-qualified  stock  options).  On  January  1, 1994,  the  Company's  Board of
Directors  awarded  under the Plan  non-qualified  stock  options to purchase an
aggregate of 75,000 shares. All of such options were granted to the then serving
officers of the Company,  all provide for an exercise  price of $2.00 per share,
all were  exercisable  beginning  on January 1, 1995 and all expired on December
31, 1998 (subject to prior  termination in accordance with the applicable  stock
option  agreements).  The exercise price applicable under such outstanding stock
options  represents 100% of the fair market value of the underlying Common Stock
as of the date that such options were  granted,  as  determined  by the Board of
Directors of the Company on the date that such options were granted.

     On March  31,  1995 the Board of  Directors  awarded  under the Plan  stock
options to  purchase  an  aggregate  of 34,500  shares.  The Board of  Directors
granted 23,000 incentive stock options,  and 11,500  non-qualified stock options
to plan  participants.  All of such  options  provide for an  exercise  price of
$3.625 per share,  all are  exercisable  at the grant date and 23,000  incentive
stock  options  expire on March 20,  2005,  1,500  non-qualified  stock  options
expired on March 20, 1998 and 10,000 non-qualified stock options expire on March
20, 2003 (subject to prior  termination in accordance with the applicable  stock
option  agreements).  The exercise price applicable under such outstanding stock
options  represents 100% of the fair market value of the underlying common stock
as of the date that such options were  granted,  as  determined  by the Board of
Directors of the Company on the date that such options were granted.

     On April 17, 1996 the Board of Directors  awarded under the Plan  incentive
stock  options to purchase an  aggregate of 23,750  shares.  All of such options
provide for an exercise  price of $1.88 per share,  all are  exercisable  at the
grant date and all expire on April 16,  2006  (subject to prior  termination  in
accordance with the applicable  stock option  agreements).  On December 10, 1996
the Board of Directors  awarded  under the Plan  non-qualified  stock options to
purchase an  aggregate  of 30,000  shares.  All of such  options  provide for an
exercise price of $2.38 per share, all are exercisable at the grant date and all
expire on December 9, 2004 (subject to prior  termination in accordance with the
applicable  stock option  agreements).  The exercise price applicable under such
outstanding  stock  options  represents  100% of the  fair  market  value of the
underlying  common  stock as of the date  that such  options  were  granted,  as
determined  by the  Board of  Directors  of the  Company  on the date  that such
options were granted.

     During  the  period  1996  through  1998,  23  employees  who were  holding
incentive  stock options left the employment of the Company  without  exercising
their options. Subject to the stock option agreements,  their options terminated
on the  effective  dates of their  resignations.  Of the 88,250 issued in March,
1995 and  April  and  December,  1996,  42,250  options  have  expired,  (40,750
incentive stock options and 1,500 non-qualified stock options).

     On January 28, 1999 the Board of Directors awarded under the Plan incentive
stock  options to purchase an  aggregate of 40,000  shares.  All of such options
provide for an exercise  price of $0.10 per share,  all are  exercisable  at the
grant date and all expire on January 27, 2009 (subject to prior  termination  in
accordance  with the  applicable  stock option  agreements).  The exercise price
applicable  under such  outstanding  stock options  represents  100% of the fair
market  value of the  underlying  common  stock as of the date that such options
were granted, as determined by the Board of Directors of the Company on the date
that such options were granted. 10,000 options expired on September 4, 1999 when
the employee resigned employment.

     As of March 15, 2000 there were 87,000 options outstanding,  including both
incentive stock options and non-qualified stock options,  which have been issued
under  the Plan  since  January  1994.  As of this  date no  options  have  been
exercised and on April 28, 2000 an additional 6,000 options will expire.

     With  respect  to  incentive  stock  options,  the Plan  provides  that the
exercise  price of each such  option  must be at least equal to 100% of the fair
market  value of the common  stock on the date that such option is granted  (and
110% of fair  market  value in the  case of  stockholders  who,  at the time the
option is granted, own more than 10% of the total outstanding common stock), and
requires that all such options have an expiration  date not later than that date
which is one day before the tenth  anniversary  of the date of the grant of such
options  (or the  fifth  anniversary  of the  date of  grant  in the case of 10%
stockholders).  However, with certain limited exceptions,  in the event that the
option  holder  ceases to be  associated  with the Company,  or engages in or is
involved with any business similar to that of the Company,  such option holder's
incentive options immediately terminate. Pursuant to the provisions of the Plan,
the  aggregate  fair market value,  determined  as of the date(s) of grant,  for
which incentive  stock options are first  exercisable by an option holder during
any one calendar year cannot exceed $100,000.

     With respect to  non-qualified  stock  options,  the Plan requires that the
exercise  price of all such options be at least equal to 100% of the fair market
value of the Common  Stock on the date such  option is  granted,  provided  that
non-qualified  options may be issued at a lower  exercise price (but in no event
less than 85% of fair market value) if the net pre-tax  income of the Company in
the full fiscal year immediately  preceding the date of the grant of such option
(the "Prior Year")  exceeded 125% of the mean annual  average net pre-tax income
of the Company for the three fiscal years immediately preceding such Prior Year.
Non-qualified  options  must have an  expiration  date not later  than that date
which is the day before the eighth  anniversary  of the date of the grant of the
subject option. However, with certain limited exceptions,  in the event that the
option holder ceases to be associated with the Company, or engages in or becomes
involved with any business similar to that of the Company,  such option holder's
non-qualified options immediately terminate.

     The Plan further  provides  that  non-qualified  options may (but need not)
include a provision  that, in the event of any change in control and  management
of the Company or any sale of the business of the Company,  except to the extent
that the subject option holder  affirmatively  elects during a limited period of
time  following  such event to  permanently  revoke and  terminate  the  subject
non-qualified option (in whole or in part) and/or to reaffirm all or any portion
of such non-qualified  option without giving effect to the reduction in exercise
price herein described,  then the otherwise applicable exercise price in respect
of such option may thereafter be reduced (but not by more than 50%) in the event
that,  and at such time(s) as, the subject  option holder  thereafter  exercises
such option (or the non-revoked and non-reaffirmed  portion thereof, as the case
may be).

     The Plan is  administered  by the  Compensation  Committee of the Company's
Board of Directors,  which has wide  discretion in determining the recipients of
options,  the amounts of options awarded, and various other terms and conditions
applicable to options granted under the Plan. In determining whether and to what
extent specific  employees will be awarded options,  the Compensation  Committee
takes into account the value of the specific employee's services to the Company,
the  employee's  time in service,  the  long-term  prospects for the employee to
handle additional responsibilities within the Company, and such other factors as
the Compensation Committee may deem relevant in order to reward and motivate the
Company's key employee.

     The  following  tables set forth  information  concerning  the  exercise of
options  during the 1996,1997 and 1998 fiscal years,  the number of  unexercised
options,  and the value of such unexercised  options, for the executive officers
named in the Summary Compensation Table.


<PAGE>
<TABLE>
<CAPTION>

                          Aggregated Option/SAR Grants
                          in Fiscal Year ended 12/31/99

<S>                         <C>           <C>            <C>                      <C>
                                          Options/SAR
                            (A)           Granted to      (B)
                            Options/SAR   Employees in    Exercise or Base Price
 Name                       Granted(#)    Fiscal Year     (S/Share)               Expiration Date
 ----                       -----------   -----------    -----------------------  ---------------
Walter H. Elliott, III        150,000        79%                $ 0.10               12/29/04


                         Aggregated Option/SAR Exercise
            in Fiscal Year ended 12/31/99 and FY-End Option/SAR Value

                                                                                  Value of Unexercised in the
                              Shares                     Number of                Money Options/
                            Acquired On     Value        Unexercised Options/     SAR at FY-End($)
Name                         Exercise#    Realized($)    SAR AT Year End(#)       Exercisable/Unexercisable

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

Walter H. Elliott, III          -            -              155,000                  $38,750/0


</TABLE>

Compensation Policy and Other Compensation
------------------------------------------

     During the fiscal  year ended  December  31,  1999 the  Company's  Board of
Directors   determined  all  compensation  matters  relating  to  the  Company's
executive officers.

     The Board of Directors of the Company in the past  determined that the best
way to  attract  and  retain  highly  capable  employees  on a basis  that  will
encourage them to perform at increasing levels of effectiveness and to use their
best  efforts to promote  the growth and  profitability  of the  Company and its
subsidiaries,  was to enter into employment agreements with its senior executive
officers.  During the "Turnaround" phase, including fiscal year 1999, there have
been no additional  senior  executive  officers  recruited  and Mr.  Elliott has
continued to serve without an employment contract. The Company believes that its
compensation  levels  as to all of its  employees  are  comparable  to  industry
standards.

     In  setting  levels  of  compensation  for  Mr.  Elliott  and in  approving
management's compensation of all other Company employees, the Board of Directors
has evaluated the Company's overall performance,  the contribution of particular
individuals  to Company  performance  and industry  compensation  standards.  On
January  28,  1999 the Board of  Directors  recognized  the 30% cut  ($85,000 to
$59,500)  in salary that Mr.  Elliott  took in 1996 for the 1997 and 1998 fiscal
years and increased  his annual  compensation  to $100,000.  Because of the cash
situation of the  Company,  Mr.  Elliott  offered to take $75,000 of such annual
compensation in cash and the balance in non-qualified  stock options.  The Board
accepted  Mr.  Elliott's  offer.  On March  20,  2000 the Board  authorized  the
issuance of 50,000  options to Mr.  Elliott in lieu of the remaining  $25,000 in
salary not taken in cash.  All of such options  provide for an exercise price of
$0.10 per share,  all are  exercisable at the grant date and all expire on March
19, 2010 (subject to prior  termination in accordance with the applicable  stock
option  agreements).  The exercise price applicable under such outstanding stock
options  represents 100% of the fair market value of the underlying common stock
as of the date that such options were  granted,  as  determined  by the Board of
Directors of the Company on the date that such options were granted.

     The Company has adopted a policy of compensating  non-employee Directors at
the rate of $500 per meeting (plus reasonable out-of-pocket expenses in a manner
consistent with past practice) for attendance at meetings of the Company's Board
of Directors.  At this time,  Richard H.  Guilford,  Maurizio F.  Giabbai,  PhD,
Charles E. Feigley,  PhD and Elsie L. Rose, CPA are the only directors  eligible
to be  compensated  pursuant to this  policy.  The Board  agreed to suspend this
policy until such time as the Company is financially stable.

     On December 30, 1999 the Board of Directors  awarded stock options  outside
of the Plan to members of the Board of Directors and to Mr.  Elliott to purchase
an aggregate  of 350,000  shares.  All of such  options  provide for an exercise
price of $.10 per share, all are exercisable at the grant date and all expire on
December 29, 2004. The exercise price applicable  under such  outstanding  stock
options  represents 100% of the fair market value of the underlying common stock
as of the date that such options were  granted,  as  determined  by the Board of
Directors of the Company on the date that such options were granted.

Item 11. STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following  table sets forth  certain  information  regarding  shares of
common stock beneficially owned as of December 31, 1999 by (i) each person known
by the Company to be the beneficial owner of more than 5% of outstanding  common
stock,  (ii) each of the  Company's  officers  and/or  directors,  and (iii) all
officers and directors as a group.  Except as otherwise  indicated,  the Company
believes,  based on  information  furnished by such owners,  that the beneficial
owners of the Common Stock listed  below have sole  investment  and voting power
with  respect  to  such  shares,   subject  to  community  property  laws  where
applicable. All numbers designating beneficial ownership of the Company's common
stock do not reflect the 10:1 stock split which will occur if The Catapult Group
acquisition is consummated.

<PAGE>

================================================================================
                              Amount of Common Stock   Percentage of Outstanding

     Name                       Beneficially Owned           Common Stock

================================================================================
Richard D. Bennett                   384,597(1)                 10.56%
2059 Emerald Terrace
Mt. Pleasant, SC 29464

--------------------------------------------------------------------------------
Charles E. Feigley, PhD              187,864(10)                 5.09%
2538 Wheat Street
Columbia, SC  29205

--------------------------------------------------------------------------------
Walter H. Elliott, III               349,849(2)(3)(6)(11)        9.11%
205 Walnut Hill Drive
Summerville, SC 29485

--------------------------------------------------------------------------------
Patrick H. Cooper                    221,614                     6.09%
4501 Old Park Road
North Charleston, SC 29405

--------------------------------------------------------------------------------
Jack E. Bennett                      229,503(5)                  6.30%
403 E. Marion Street
Kershaw, SC  29067

--------------------------------------------------------------------------------
Shakespeare Partners, L.P.           584,730(9)                 14.56%
21 Legare Street
Charleston, SC  29401

--------------------------------------------------------------------------------
H. E. Igoe                           724,730(8)                 18.05%
21 Legare Street
Charleston, SC 29401

--------------------------------------------------------------------------------
Michael McGehee                      304,080                     8.35%
1 North Adgers Wharf
Charleston, SC 29401

--------------------------------------------------------------------------------
The United States Company            683,240(7)                 16.27%
1051 Technology Park Drive
Glen Allen, Virginia   23060

--------------------------------------------------------------------------------
Richard H. Guilford                  277,747(7)(10)              7.16%
5900 Patterson Avenue, Chalet 9
Richmond, Virginia   23226

--------------------------------------------------------------------------------
Maurizio F. Giabbai, PhD             277,747(7)(10)              7.16%
5652 Buttonwood Court
Stone Mountain, Georgia   30087

--------------------------------------------------------------------------------
Elsie L. Rose                        340,280 (4)(7)(10)          8.75%
12645 Mount Hermon Road
Ashland, Virginia   23005

================================================================================
All Directors and Executive Officer  1,433,486(2) (3) 4)(6)     31.10%
as a group (five persons)                     (7)(10)(11)

================================================================================



<PAGE>

     (1) Includes 127,011 shares issued in November 1999.

     (2) Includes 93,174 shares issued in November 1999.

     (3) Includes  exercisable  options to purchase up to 5,000 shares of Common
     Stock at $3.63 per share granted under the Plan.

     (4) Includes  14,400 shares issued in lieu of 1998 accrued  compensation in
     January 1999 and 31,884 shares issued in November 1999.

     (5) Includes  exercisable  options to purchase up to 2,000 shares of Common
     Stock at $2.00 per share granted under the Plan.

     (6) Includes 44,175 shares of Common Stock assuming conversion,  which
     conversion  occurred in March 2000, of shares the Series B Preferred  stock
     held at a 5 shares of Common Stock to 1 share of Preferred Stock conversion
     rate.

     (7) Includes  125,000  shares of Common  Stock issued to The United  States
     Company  ("USC").   Includes  558,240  shares  of  Common  Stock,  assuming
     conversion,  which  conversion  occurred  in March  2000,  of the shares of
     Series B Preferred  Stock held at a 5 shares of Common  Stock to 1 share of
     Preferred Stock conversion rate. Richard H. Guilford, Chairman of the Board
     of the Company,  Maurizio F. Giabbai, Ph.D., a Director of the Company, and
     Elsie L. Rose,  CPA, the Treasurer of the Company,  are  principals in USC.
     Messrs.  Guilford and Giabbai, and Ms. Rose, each owns a one-third interest
     in The United States Company and based upon the organizational documents of
     USC has  beneficial  ownership of one-third of the  securities  in which it
     invests (including the Company's Securities).

     (8) H. E Igoe is the General Partner of Shakespeare Partners,  LP. Includes
     shares of Common Stock and Preferred  Stock held by  Shakespeare  Partners,
     L.P., of which Mr. Igoe has beneficial ownership.

     (9) Includes  374,390  shares of Common Stock,  assuming  conversion of the
     Series C Preferred  Stock held at a 5 shares of Common  Stock to 1 share of
     Preferred Stock conversion rate.

     (10) Includes exercisable options to purchase up to 50,000 shares of Common
     Stock at $0.10 per share, awarded in December 1999 to Directors:  Guilford,
     Rose, Giabbai and Feigley.

     (11)  Includes  exercisable  options to  purchase  up to 150,000  shares of
     Common Stock at $0.10 per share, awarded in December 1999.

Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

     On December 24, 1996,  the  Company,  USC and each of Messrs.  Guilford and
Giabbai and Ms. Rose (with such individuals  being  collectively  referred to as
the "USC  Principals")  entered into an agreement (the "Memorandum  Agreement")
pursuant to which certain  outstanding  indebtedness  owed to USC by the Company
and all other expense  reimbursements  and compensation which may have been owed
by the Company at that date to any of USC or the USC Principals, was settled and
paid with the delivery by the Company of two promissory  notes (the "New Notes")
in the aggregate principal of $171,000, which New Notes were made payable by the
Company to USC. The  principal  of the New Notes was to be paid as follows:

          (i) out of the proceeds of certain  mortgage loans held by the Company
          (which  resulted  from the Company's  sale of certain real  property),
          with the resulting note bearing interest at 8.75% per annum; and

          (ii) $136,000  being due and payable in 60 equal monthly  installments
          of $2,629.26 (including 6% per annum interest), with the final payment
          to be made on December 15, 2001,  with principal  payments to USC only
          made to the extent that the Company receives interest payments under a
          specified  second  mortgage held by the Company on property owned by a
          non-affiliate of the Company.

     Any  unpaid  principal  due under the New Notes is  payable  out of the net
proceeds of a public or private securities  offering by the Company which exceed
$1,000,000.

     Repayment of the New Notes was secured under a security  agreement granting
to USC (i) a security  interest in the Company's rights under the $600,000 Trico
Note  delivered to the Company  upon its sale of the Trico  Business on July 26,
1996; and (ii) all of the Company's rights under a pledge agreement,  dated July
26,  1996,  between  Andrew  Gillette  and the  Company,  pursuant  to which Mr.
Gillette  pledged to the  Company  all of his  interest  in the Trico  shares he
acquired from the Company in connection with his purchase of the Trico business.
As part of the  Memorandum  Agreement,  the  Company  also issued to USC 125,000
unregistered shares of its Common Stock (the "Exchange Shares").

     As a result  of the  Memorandum  Agreement,  all  outstanding  or  unissued
warrants, options or other rights for the issuance of Company shares held by USC
or the USC principals were terminated and released, and the Company, USC and the
USC principals extended mutual releases of all existing and potential claims and
liabilities one against the other, related to that certain agreement, dated July
11,  1995,  between USC and the Company (see  above).  The Exchange  Shares were
subject  to limited  demand and  piggyback  registration  rights  granted by the
Company.

     The United  States  Company,  had  outstanding  notes due from the  Company
bearing  principal  of $208,727  and  $221,000  in 1997 and 1996,  respectively.
During 1998,  $207,296 (93 %) of debt to the United States Company was converted
to 111,648 shares of Series B Preferred Stock. Richard H. Guilford,  Chairman of
the Board of the Company, Maurizio F. Giabbai, Ph.D., a Director of the Company,
and Elsie L. Rose, CPA, the Treasurer of the Company, are Principals in USC.

     Shakespeare  Partners,  LTD, whose general  partner is a stockholder of the
Company,  had  outstanding  notes due from the Company  amounting  to  $250,000,
$287,685 and $195,000 at December 31, 1998, 1997 and 1996, respectively.  During
1998,  approximately $149,700 of outstanding debt was converted to 74,878 shares
of Series C Preferred Stock.

     In December  1998 the Company  entered into an agreement  with  Shakespeare
Partners,  LTD and its  General  Partner  to sell  the  Company's  secured  note
receivable  from  Trico  Incorporated,  received  upon  the  sale  of the  Trico
business,  bearing outstanding  principal of $364,427,  to the General Partner's
retirement  plan  for  $260,000.  This  resulted  in a loss  to the  Company  of
$104,427, which was recorded in December 1998.

     The  President and CEO  converted to equity 100% of his  outstanding  notes
during  1998.  Approximately  $17,700 was  converted to 8,835 shares of Series B
Preferred Stock,  which Series B Preferred Stock shares (and accrued  dividends)
were converted into 49,587 shares of Company Common Stock in March 2000.

     Pursuant to an agreement,  dated February 4, 1999, Azimuth agreed to engage
Patrick Cooper as an  independent  contractor to provide  asbestos  analysis and
other consulting  services.  The services are provided at rates specified in the
Agreement  (generally  50% of the  rate  charged  to  Azimuth  clients  for work
performed  by Mr.  Cooper),  with  the  term of the  agreement  being  initially
one-year,  subject to successive  one-year renewal periods;  provided,  that the
agreement may be terminated by either party on 30 days notice. The agreement has
been extended for another one year period.

     On November 23, 1999, the individual members of the Board of Directors, who
were  recipients of options to acquire an aggregate of 700,000 shares of Company
Stock at an  exercise  price of $0.10 per share,  agreed to  terminate  all such
options (the "Terminated Options"). On December 30, 1999, the Board of Directors
awarded stock options outside of the Plan to the individual members of the Board
of  Directors  and to Walter  H.  Elliott,  the  Company's  President  and Chief
Executive  Officer,  to purchase an aggregate of 350,000 shares of Common Stock.
All of such  options  provide for an exercise  price of $.10 per share (the "New
Options"),  all are exercisable at the grant date and all expire on December 29,
2004.  The  exercise  price  applicable  under such  outstanding  stock  options
represents  100% of the fair market value of the  underlying  common stock as of
the date that such options were granted, as determined by the Board of Directors
of the Company on the date that such options were granted. All of the Terminated
Options  and the New  Options  were  granted  by the Board of  Directors  to the
recipients in lieu of directors fees and other monetary  compensation,  in order
to maintain the continued service of the recipients on behalf of the Company.

     The  United  States  Company,  Walter  H.  Elliott,  III and  Elsie L. Rose
converted all shares of Preferred  Stock held by each as of March 31, 2000. This
amounted  to  122,733  shares of Series B  Preferred  Stock.  Additionally,  all
accrued  dividends on these shares of Preferred  Stock were  converted to Common
Stock.

     All  references  to  stockholdings  and  stock  issuance  in this  Item 12:
"Certain Relationships and Related Transactions", give effect to all prior stock
splits  (but  not  to  the  proposed  10:1  reverse  split  in  connection  with
consummation of the acquisition of The Catapult Group).


                                       <PAGE>

ITEM 13.   EXHIBITS, LIST AND REPORTS ON FORM 8-K
-------------------------------------------------

 (a) The following exhibits are filed along with this Report on Form 10-KSB:

Number  Description of Exhibit
------  ----------------------

  3.1   Amended and Restated Certificate of Incorporation of Registrant.(2.)
  3.2   Amended and Restated By-laws of Registrant.(2.)
  3.3   Certificate of Designation of Series A, B, and C Preferred Stock of
        Envirometrics, Inc.(2.)
  4.2   1993 Stock Option Plan, including form of Stock Option Agreement. (1.)
  4.3   Warrant Amendment Extension dated April 15, 1999.(2.)
 10.1   Certifications  of  accreditation  from American  Industrial  Hygiene
        Association   and  State  of  New  York  Department  of  Health  in
        respect of Registrant's Azimuth Laboratory. (1.)
 10.2   Lease Agreement dated December 17, 1996 by and between Registrant and
        James W. Miller, M.D. for the Corporate Facitlity located at 9229
        University Blvd. (2.)
 10.3   Preferred Stock Subscription and Conversion Agreement and Investment
        Representations dated November 14, 1997 by Zellweger Analytics, Inc.(2.)
 10.4   Preferred Stock Agreement between Registrant and Ten State Street, LLP
        dated June 30, 1998. (2.)
 10.5   Preferred Stock Agreement between Registrant and The United States
        Company dated June 30, 1998. (2.)
 10.6   Preferred Stock Agreement between Registrant and Precision Southeast,
        Inc. dated June 30, 1998. (2.)
 10.7   Preferred Stock Agreement between Registrant and Shakespeare Partners,
        L.P. dated June 30, 1998. (2.)
 10.8   Preferred Stock Agreement between Registrant and Walter H. Elliott, III
        dated June 30, 1998. (2.)
 10.9   Preferred Stock Agreement between Registrant and Elsie L. Rose dated
        January 1, 1999. (2.)
10.10   Amendment to Lease Agreement dated January 18, 1999 by and between
        Registrant and James W. Miller, M.D. for the Corporate Facility located
        at 9229 University Blvd. (2.)
10.11   Consulting Agreement by and between Azimuth, Inc. and Patrick H. Cooper
        dated February 4, 1999. (2.)
10.12   The Plan and Agreement to Exchange Stock by and between the Registrant
        and The Catapult Group, Inc. dated February 16, 2000.

Item 21 - Subsidiaries of Registrant.


      (1.)  Incorporated by reference,  filed as an Exhibit to Report on Form
     10-KSB for 1995, filed on March 25, 1996, (SEC File No. 0-23892).

      (2.) Incorporated by reference,  filed as an Exhibit to Report on Form
     10-KSB for 1998, filed on January 28, 2000, (SEC File No. 0-23892).

<PAGE>



     (b) No reports were filed on Form 8-K during the fourth quarter of 1999.

<PAGE>

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

Dated: April 10, 2000

                              ENVIROMETRICS, INC.

                          BY: S/WALTER H. ELLIOTT, III

                        Walter H. Elliott, III, President

     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.

SIGNATURES                             TITLE                       DATE

 s/Richard H. Guilford

------------------------  Chairman of the Board               April 10, 2000
Richard H. Guilford

 s/Walter H. Elliott, III



------------------------                                      April 10, 2000
Walter H. Elliott, III    Director, President, Chief
                          Executive Officer
 s/Elsie L. Rose



------------------------                                      April 10, 2000
Elsie L. Rose             Treasurer, Chief Accounting Officer
                          & Acting Chief Financial Officer
 s/Charles E. Feigley

------------------------  Director                            April 10, 2000
Charles E. Feigley

 s/Maurizio F. Giabbai

------------------------  Director                            April 10, 2000
Maurizio F. Giabbai

<PAGE>

EXHIBIT 21 SUBSIDIARIES OF ENVIROMETRICS, INC.
----------------------------------------------

     1.   Azimuth, Incorporated

<PAGE>