<PAGE>


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


                               AMENDMENT NO. 1 TO


                                   FORM 10-QSB
              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 2002

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
               For the transition period from ________ to ________


                     SUMMIT ENVIRONMENTAL CORPORATION, INC.
             (Exact name of registrant as specified in its charter)


        Texas                      333-48659                    73-1537206
        -----                      ---------                    ----------
      (state of            (Commission File Number)           (IRS Employer
   incorporation)                                              I.D. Number)


                              133 East Tyler Street
                               Longview, TX 75601
                                  800-522-7841

              ----------------------------------------------------
             (Address and telephone number of registrant's principal
               executive offices and principal place of business)

Indicate by check mark 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 twelve months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes  X   No
                                       ---     ---


As of November 15, 2002, there were 15,207,994 shares of the Registrant's Common
Stock, par value $0.001 per share, outstanding.


Transitional Small Business Disclosure Format (check one):  Yes     No X
                                                                ---   ---


<PAGE>

                         PART I - FINANCIAL INFORMATION



ITEM 1.           FINANCIAL STATEMENTS


<Table>
<Caption>
                                                                                               Page
                                                                                               ----
<S>                                                                                            <C>
         Condensed Balance Sheets September 30, 2002 (Unaudited)
                  and December 31, 2001                                                          3
         Statements of Operations (Unaudited) Three Months Ended
                  September 30, 2002 and 2001, and Period from
                  August 30, 1997 to September 30, 2002                                          4
         Statements of Operations (Unaudited) Nine Months Ended
                  September 30, 2002 and 2001                                                    5
         Statements of Cash Flows (Unaudited)                                                    6
         Notes to the Financial Statements (Unaudited)                                           7
</Table>


                                       2

<PAGE>
                     SUMMIT ENVIRONMENTAL CORPORATION, INC.
                          (A Development Stage Company)
                            CONDENSED BALANCE SHEETS


<Table>
<Caption>
                                                     Sept. 30, 2002 (Unaudited)      December 31, 2001
                                                     --------------------------      -----------------
<S>                                                  <C>                             <C>
                         ASSETS
CURRENT ASSETS
  Cash and Cash Equivalents                          $                  123,470      $         193,806
  Accounts Receivable, Less Allowance of $44,000                        150,131                137,460
  Note receivable - related party                                        20,496                 20,496
  Inventory                                                             746,509                769,644
  Prepaid insurance                                                       4,183                  4,183
                                                     --------------------------      -----------------
      Total Current Assets                                            1,044,789              1,125,589
                                                     --------------------------      -----------------

PROPERTY AND EQUIPMENT AT COST
  Property and Equipment                                                 67,698                 57,185
  Accumulated Depreciation and Amortization                             (29,197)               (20,782)
                                                     --------------------------      -----------------
      Net Property and Equipment                                         38,501                 36,403
                                                     --------------------------      -----------------

OTHER ASSETS
  Prepaid Royalties                                                     711,505                511,505
  Deposits                                                               12,180                  1,550
  Patents and Licenses                                                2,847,667              2,297,667
  Less:  Accumulated Amortization                                      (470,487)              (348,466)
                                                     --------------------------      -----------------
      Total Other Assets                                              3,100,865              2,462,256
                                                     --------------------------      -----------------

TOTAL ASSETS                                         $                4,184,155      $       3,624,248
                                                     ==========================      =================

          LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts Payable                                   $                  544,856      $          33,989
  Accrued Payroll                                                        34,458                 20,906
                                                     --------------------------      -----------------
      Total Current Liabilities                                         579,314                 54,895
                                                     --------------------------      -----------------

STOCKHOLDERS' EQUITY
  Preferred stock, par value $.001; 10,000,000
    shares authorized, no shares issued                                      --                     --
  Common stock, par value $.001; 40,000,000
    shares authorized, 14,382,994 & 13,342,994
    shares issued and outstanding respectively                           14,384                 13,344
  Common stock subscribed                                                   140                     --
  Additional Paid in Capital                                          7,667,205              7,121,385
  Deficit Accumulated in Development Stage                           (4,076,888)            (3,565,376)
                                                     --------------------------      -----------------
      Total Stockholders' Equity                                      3,604,841              3,569,353
                                                     --------------------------      -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $                4,184,155      $       3,624,248
                                                     ==========================      =================
</Table>


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




                                        3
<PAGE>

                     SUMMIT ENVIRONMENTAL CORPORATION, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<Table>
<Caption>
                                                                   Three Months Ended                Period from
                                                                      September 30                August 30, 1997 to
                                                                  2002            2001            September 30, 2002
                                                              ------------      ------------      ------------------
<S>                                                           <C>               <C>               <C>
SALES                                                         $     44,422      $     19,839      $          689,720

COST OF SALES                                                       40,302             6,001                 259,746
                                                              ------------      ------------      ------------------

GROSS PROFIT                                                         4,120            13,838                 429,974
                                                              ------------      ------------      ------------------

OPERATION EXPENSES
             Selling, general and administrative expenses          144,441           163,870               3,766,822
             Amortization                                           40,584            27,058                 642,517
           Depreciation                                              2,805             1,806                  54,166
                                                              ------------      ------------      ------------------
               Total Operating Expenses                            187,830           192,734               4,463,505
                                                              ------------      ------------      ------------------

           NET EARNINGS FROM OPERATIONS                           (183,710)         (178,896)             (4,033,531)
                                                              ------------      ------------      ------------------

OTHER INCOME
  Interest income                                                      682             3,081                  60,039
  Interest expense                                                      --              (478)                (13,485)
  Royalty income                                                     1,095                --                   6,670
  Gain/Loss on Sale of Asset                                            --            (4,723)                (13,200)
  Miscellaneous                                                         --                87                  36,213
                                                              ------------      ------------      ------------------
               Total other income (expense)                          1,777            (2,033)                 76,237
                                                              ------------      ------------      ------------------

NET LOSS BEFORE CUMULATIVE EFFECT OF THE
CHANGE IN ACCOUNTING PRINCIPLE                                    (181,933)         (180,929)             (3,957,294)
                                                              ------------      ------------      ------------------

Cumulative effect on prior years of the change
in accounting principle, net of tax                                     --                --                (119,594)
                                                              ------------      ------------      ------------------

NET LOSS                                                      $   (181,933)     $   (180,929)     $       (4,076,888)
                                                              ------------      ------------      ------------------

NET LOSS PER SHARE BEFORE CUMULATIVE
EFFECT OF THE CHANGE IN ACCOUNTING PRINCIPLE                  $      (0.01)     $      (0.01)     $            (0.42)
                                                              ------------      ------------      ------------------

Cumulative effect on prior years of the change in
accounting principle                                                    --                --                   (0.01)
                                                              ------------      ------------      ------------------

NET EARNINGS (LOSS) PER SHARE                                 $      (0.01)     $      (0.01)     $            (0.43)
                                                              ============      ============      ==================

WEIGHTED AVERAGE SHARES                                         14,291,580        13,126,318               9,557,936
</Table>



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


                                        4
<PAGE>

                     SUMMIT ENVIRONMENTAL CORPORATION, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<Table>
<Caption>
                                                           Nine Months Ended
                                                              September 30
                                                         2002              2001
                                                     ------------      ------------
<S>                                                  <C>               <C>
SALES                                                $    110,759      $     82,232

COST OF SALES                                              58,010            49,551
                                                     ------------      ------------

GROSS PROFIT                                               52,749            32,681

OPERATION EXPENSES
    Selling, general and administrative expenses          442,640           564,258
    Amortization                                          122,021           108,232
    Depreciation                                            8,415            12,210
                                                     ------------      ------------
          Total operating expenses                        573,076           684,700
                                                     ------------      ------------


NET EARNINGS (LOSS) FROM OPERATIONS                      (520,327)         (652,019)

OTHER INCOME
  Interest income                                           2,152            11,834
  Interest expense                                             (7)           (2,628)
  Royalty income                                            6,670                --
  Gain/Loss on Sale of Asset                                   --            (4,723)
  Miscellaneous                                                --            10,314
                                                     ------------      ------------
          Total other income (expense)                      8,815            14,797
                                                     ------------      ------------

NET LOSS                                             $   (511,512)     $   (637,222)
                                                     ============      ============

NET EARNINGS (LOSS) PER SHARE                        $      (0.04)     $      (0.05)
                                                     ============      ============

WEIGHTED AVERAGE SHARES                                14,272,663        12,556,402
</Table>



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


                                        5
<PAGE>

                     SUMMIT ENVIRONMENTAL CORPORATION, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<Table>
<Caption>
                                                                   Nine months ended               PERIOD FROM
                                                                     September 30               AUGUST 31, 1997 TO
                                                                2002               2001           SEPT. 30, 2002
                                                            ------------      ------------      ------------------
<S>                                                         <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                  $   (511,512)     $   (637,222)     $       (4,076,888)
  Adjustments to reconcile net earnings (loss) to cash
  used in operating activities
    Amortization                                                 122,021           108,232                 642,517
    Bad debt expense                                                  --                --                  48,435
    Cumulative effect of change in accounting principle                                 --                 119,594
    Depreciation                                                   8,415            12,210                  54,166
    Gain (loss) on sale of assets                                     --             4,723                   2,753
    Common stock issued for services                                  --                --                  67,494
    Change in assets and liabilities
      Accounts receivable                                        (12,671)          (60,699)               (234,797)
      Note receivable                                                 --            15,735                      --
      Inventory                                                   23,135            25,038                (746,509)
      Prepaid Expenses                                             1,550            (8,496)               (515,688)
      Deposits                                                   (12,180)               --                 (12,180)
      Accounts payable                                            10,867           (25,367)                 44,856
      Accrued liabilities                                         13,552            (4,487)                 34,458
                                                            ------------      ------------      ------------------
          Net cash used in operating activities                 (356,823)         (570,333)             (4,571,789)
                                                            ------------      ------------      ------------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of property and equipment                          (10,513)           (5,745)                (82,424)
  Organization costs                                                  --                --                (129,291)
  Acquisition of licenses/patents                                (25,000)               --                (110,000)
  Proceeds on sale of equipment                                       --                --                  47,440
                                                            ------------      ------------      ------------------
          Net cash used in investing activities                  (35,513)           (5,745)               (274,275)
                                                            ------------      ------------      ------------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Loan proceeds                                                       --                --                   6,554
  Loan principal repayments                                           --                --                 (66,990)
  Loan principal repayments - related party                           --           (11,746)               (134,265)
  Proceeds from sale of stock                                    322,000           450,500               5,164,235
                                                            ------------      ------------      ------------------
          Net cash provided by financing activities              322,000           438,754               4,969,534
                                                            ------------      ------------      ------------------

NET INCREASE (DECREASE) IN CASH                                  (70,336)         (137,324)                123,470

Cash - Beginning of Period                                       193,806           428,478                      --
                                                            ------------      ------------      ------------------

Cash - End of Period                                        $    123,470      $    291,154      $          123,470
                                                            ============      ============      ==================

SUPPLEMENTAL CASH FLOW INFORMATION
  Noncash investing and financing activities
    Issuance of 500,000 shares of common stock at
    $0.45 per share and $500,000 in accounts payable
    in exchange for patent rights and prepaid royalties     $    725,000      $         --      $          725,000
</Table>



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


                                        6
<PAGE>

                     SUMMIT ENVIRONMENTAL CORPORATION, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (Unaudited)

The balance sheet of Summit Environmental Corporation, Inc., the "company", at
December 31, 2001 has been taken from the company's audited financial statements
at that date. The balance sheet at September 30, 2002, the statement of
operations for the three months and the nine months ended September 30, 2002,
the three months and the nine months ended September 30, 2001 and the period
from August 31, 1997 to September 30, 2002, and the statement of cash flows for
the nine months ended September 30, 2002, the nine months ended September 30,
2001 and the period from August 31, 1997 to September 30, 2002 have been
prepared by the company without audit. The financial statements have been
prepared in conformity with generally accepted accounting principles and contain
such adjustments as management feels are necessary to present fairly, in all
material aspects, the financial position and results of operation of the
company.

1.       SIGNIFICANT ACCOUNTING POLICIES

         Business Activity

         Summit Environmental Corporation, Inc. (the "company") was organized in
         accordance with the Business Corporation Act of the State of Texas on
         February 2, 1998, for the purpose of merging (the "merger") with Summit
         Technologies, Inc., a Texas corporation. The company continued to exist
         as the surviving corporation under its present name pursuant to the
         provisions of the Texas Business Corporation Act. The merger was
         effected on December 2, 1998 as a tax-free reorganization accounted for
         as a pooling of interests.

         The company markets fire suppression materials, environmentally safe
         cleaning chemicals, and natural, botanical cosmetic products. The
         products are proprietary or are under exclusive license. Marketing
         efforts include "infomercials" and other television and radio
         promotion, videotapes, and personal demonstrations. Products are
         marketed domestically and internationally.

         Revenue Recognition

         Revenues from sales of materials and products are recorded at the time
         the goods are shipped or when title passes.

         Cash

         The company maintains cash balances at financial institutions located
         in Longview, Texas, which at times may exceed federally insured limits.
         The company has not experienced any losses in such accounts and
         believes it is not exposed to any significant credit risk on cash and
         cash equivalents.

         For purposes of the statement of cash flows, the company considers all
         highly liquid investments with a maturity of three months or less when
         purchased to be cash equivalents.


                                       7
<PAGE>

                     SUMMIT ENVIRONMENTAL CORPORATION, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (Unaudited)


         Inventory

         Inventory is recorded at the lower of cost or market, with the cost
         being determined by the first-in, first-out method.

         Intangible Assets

         Patents and licenses costs are recorded at cost. Amortization is
         computed on the straight-line method over fifteen years.

         Income Taxes

         Deferred income taxes are determined using the liability method under
         which deferred tax assets and liabilities are determined based upon
         differences between financial accounting and tax bases of assets and
         liabilities.

         Property and Equipment

         Depreciation and amortization are provided in amounts sufficient to
         relate the cost of depreciable assets to operations over their
         estimated service lives by the straight-line method.

         Leasehold improvements are amortized over the lives of the respective
         leases or the service lives of the improvements, whichever is shorter.

         Major repairs or replacements of property and equipment are
         capitalized. Maintenance, repairs and minor replacements are charged to
         operations as incurred.

         When units of property are retired or otherwise disposed of, their cost
         and related accumulated depreciation are removed from the accounts and
         any resulting gain or loss is included in operations.

         The estimated service lives used in determining depreciation and
         amortization are:

<Table>
<Caption>
                  Description                          Estimated Service Life
                  -----------                          ----------------------
<S>                                                    <C>
                  Automobiles                                   5 years
                  Office furniture and equipment                5-7 years
                  Leasehold improvements                        4 years
</Table>


                                       8
<PAGE>


                     SUMMIT ENVIRONMENTAL CORPORATION, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (Unaudited)


         Advertising and Marketing

         Advertising and marketing costs are expensed as incurred, which totaled
         $2,191 and $8,505 for the third quarters of 2002 and 2001,
         respectively. Advertising and marketing expense totaled $19,001 and
         $40,696 for the nine months ended September 30, 2002 and 2001,
         respectively.

         Use of Estimates

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

         Per Share Information

         Per share information is based on the weighted average number of common
         stock and common stock equivalent shares outstanding. Only basic
         earnings per share are shown, as there are no dilutive items.

2.       PATENT

         On November 2, 1998, the company purchased via issuance of common stock
         and a note payable, patent rights and intellectual property rights to
         various fire suppression products for a purchase price of $2,375,000.
         This purchase required cash payments of $500,000 and 875,000 shares of
         common stock of the company to be issued and delivered to BioGenesis
         Enterprises, Inc.

         On October 11, 2001, Summit and Lady Burd Exclusive Private Label
         Cosmetics entered into a Letter of Intent for the purchase by Summit
         from Lady Burd of the patent and intellectual property rights for the
         formulas to "Indelible Lips or Luscious Lips". The agreement calls for
         incremental payments totaling $350,000 plus 500,000 shares of stock in
         SEVT. A continuing royalty of $0.30 per tube is payable to Lady Burd.
         An advanced royalty of $200,000 will also be paid. An offset to the
         $0.30 royalty will occur causing $0.15 to be paid to Lady Burd until
         Summit has recovered the advanced royalty. The agreement went into
         effect on February 27, 2002.

3.       LICENSES

         Licenses for exclusive marketing rights to various products have been
         acquired for fees totaling $60,000 from a related party. The company is
         the manufacturer/supplier of the products.


                                       9
<PAGE>


                     SUMMIT ENVIRONMENTAL CORPORATION, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (Unaudited)


4.       LEASES

         The company is obligated under various operating leases for equipment,
         vehicles, and office and warehouse space. Rent expense for all
         operating leases was $9,574 and $12,812 for the third quarters of 2002
         and 2001, respectively. Rent expense for all operating leases was
         $28,213 and $34,496 for the nine months ended September 30, 2002 and
         2001, respectively.

5.       COMMON STOCK

         Private Placement

         During the first quarter of 2001, the board approved a private
         placement offering for 250,000 shares of common stock at $0.50 per
         share. 200,000 of these shares were issued during the first quarter.
         The remaining 50,000 shares were issued during the second quarter of
         2001.

         Common Stock Options

         The sole director and stockholders approved the 1998 Stock Option Plan
         (the "Plan") of the company whereby, at the discretion of the directors
         or of a Stock Option Committee appointed by the board of directors,
         invited employees of the company or directors of the company or
         consultants to the company will have the option of subscribing to
         common shares of the company based on a price determined by the
         directors or Stock Option Committee. The number of shares subject to
         the Plan is 500,000.

         In September 1999, the Board of Directors issued options to purchase
         350,000 shares of common stock to employees and directors pursuant to
         the Plan.

         Warrants

         During the fourth quarter of 2001, the company issued warrants to
         acquire 35,000 shares of common stock at $1.00 per share, exercisable
         through April 29, 2005 in conjunction with the above mentioned private
         placement. During first quarter 2002, warrants issued in conjunction
         with the private placement were for 85,000 shares.

6.       RELATED PARTY TRANSACTIONS

         The following transactions occurred between the company and related
         parties:

         The company and another business with common shareholders share office
         space and the related expenses.

         The company acquired a patent from BioGenesis Enterprises, Inc.
         (BioGenesis) on November 2,


                                       10
<PAGE>


                     SUMMIT ENVIRONMENTAL CORPORATION, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (Unaudited)


         1998 (see Note 2). The purchase agreement requires the company to pay
         BioGenesis a periodic royalty of $.50 per 16-oz. can and an equivalent
         (approximately 7 percent) on all other product categories using the
         fire suppressant technology. One-half of all periodic royalty fees due
         to BioGenesis will be credited against the advance royalty fee (until
         fully recovered) and one-half will be paid to BioGenesis in cash on the
         30th of each month based upon invoiced sales through the close of the
         preceding month. The company has prepaid royalties to BioGenesis
         totaling $496,505 as of both December 31, 2001 and September 30, 2002.

7.       CONCENTRATIONS


         Approximately 24 percent of the sales in the third quarter of 2002 were
         made to two customers and 29 percent of the sales in the third quarter
         of 2001 were made to two customers.


8.       INCOME TAXES

         Deferred tax assets and liabilities are determined based on the
         differences between the financial statement and tax bases of assets and
         liabilities as measured by the currently enacted tax rates. Deferred
         tax expense or benefit is the result of the changes in deferred tax
         assets and liabilities.

         Deferred income taxes and liabilities arise principally from the
         temporary differences between financial statement and income tax
         recognition of depreciation and amortization, bad debts and net
         operating losses.

9.       AGREEMENTS

         In January 2002, Summit entered into a joint venture agreement with
         Earth Safe Technology, Inc. to market products manufactured for Summit
         by BioGenesis pursuant to Summit's patent ownership in Mexico.

         In February 2002, Summit entered into a distribution agreement with
         Tianyang Group for the sale of products manufactured by Summit. These
         products are to be sold to Tianyang for production and resale in the
         Peoples Republic of China

         On February 6, 2002, Summit executed a Distribution Agreement with
         614575 Alberta Limited of Calgary, Alberta, Canada. Alberta Limited
         manufactures a series of home fire extinguishing systems which feature
         FlameOut(R) as part of each system.


                                       11
<PAGE>


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

         The following discussion and analysis should be read in conjunction
with the financial statements and the accompanying notes thereto and is
qualified in its entirety by the foregoing and by more detailed financial
information appearing elsewhere. See "Item 1. Financial Statements."

         RESULTS OF OPERATIONS - THIRD QUARTER OF 2002 COMPARED TO THIRD QUARTER
         OF 2001

         Summit Environmental's sales for Q3 2002 were 223.9 percent of Q3 2001
- $44,422 in Q3 2002 compared to $19,839 in Q3 2001. Gross margin was 9.27
percent for Q3 2002 compared to 69.75 percent for Q3 2001. Sales have not
reached a level to generate consistent gross margin percentages.

         Operating expenses dropped 2.6 percent during Q3 2002 over Q3 2001.
Operating expenses decreased by $4,904 from $192,734 in Q3 2001 to $187,830 in
Q3 2002.

         Amortization and depreciation were $43,389 in Q3 2002 and $28,864 in Q3
2001.

         Summit had a net loss from operations of $183,710 for Q3 2002, up from
a net loss of $178,896 for Q3 2001, a $4,814 or a 2.69 percent increase.

         RESULTS OF OPERATIONS - FIRST THREE QUARTERS OF 2002 COMPARED TO FIRST
         THREE QUARTERS OF 2001

       Sales from operations were $110,759 for the first three quarters of 2002
compared to sales of $82,232 for the first three quarters of 2001, a 34.7
percent increase. Gross margin on these sales was 47.6 percent in the first
three quarters of 2002 and 39.7 percent in the first three quarters of 2001.

       Operating expenses were down to $573,076 for the first three quarters of
2002 compared to $684,701 for the first three quarters of 2001, a reduction of
$111,624 or 16.3 percent.

       We experienced a net loss of $511,512 in the first three quarters of
2002, down 19.7 percent from the $637,222 loss of the first two quarters of
2001. The loss per share of common stock was $0.04 for the first three quarters
of 2002 versus $0.05 for the same period of 2001.

       Some balance sheet items that reflect significant changes from December
31, 2001 to September 30, 2002 are: cash, down to $123,470 from $193,806,
accounts receivable, up to $150,131 from $137,460, inventory, down to $746,509
from $769,644, and accounts payable, up to $544,856 from $33,989.

       The net loss of $511,512 in the first three quarters of 2002 was financed
in part by $322,000 in proceeds of sale of 540,000 shares of common stock and
partly from $130,436 in amortization and depreciation.


                                       12
<PAGE>


         OVERVIEW

         During 2001, the company finalized distribution agreements and product
certifications which had been ongoing. This remained in conjunction with our
vision to market Summit's products through strategic alliances. Of special note,
new international agreements were executed for Mexico, China, Scandinavia and
Canada.

         In Mexico, a joint venture agreement between Summit and Earth Safe
Technologies will sell FlameOut(R) FOAM and several of our remediation products.
The primary customer for the joint venture will be Pemex, the national oil
company of Mexico. FLAMEOUT(R) FOAM was approved by Pemex as an acceptable
replacement for 3M's AFFF. Numerous contaminated sites from oil field production
will become projects for water and soil remediations. Management negotiated an
exclusive marketing arrangement with Dr. Mohsen Amiran for bioremediation
technology. Products and application procedures have been submitted through
Earth Safe Technologies to Pemex for approval for remediation project purchase
orders. Due to what we feel is unjustified requests for payment up front to the
agent in Mexico, we are in discussions with new marketing agents in October in
Monterey and Guadalajara.

         In China, the Tianfa Corporation and the Tianyang Group became the
master distributor for FlameOut(R). We agreed to assist and advise in the
manufacturing of aerosol cans utilizing FLAMEOUT(R), producing a product similar
to FIREPOWER 911(TM). In the terms of the agreement, the company will receive a
5% royalty from the wholesale sale of each can produced. The first year
agreement requires the purchase of three container loads of FlameOut(R). This
will provide enough product to fill 500,000 aerosol cans. Should the required
purchases not be made, the agreement reverts to a non-exclusive distributor
agreement. We no longer believe Tianfa will perform according to their committed
term. If no performance occurs, the contract will terminate. We have interested
parties on hold due to the Tianfa Agreement.

         In Scandinavia, Tecno Supplies began selling FIREPOWER 911(TM) in
February 2001. FLAMEOUT(R) was utilized in initial tests with the Norwegian Air
Force and Exxon of Norway for the purpose of replacing 3M's AFFF. Several orders
have gone to Tecno during 1st and 2nd quarter 2002. Summit has filled first-time
orders for FlameOut(R) Foam, fire retardants and odor block products in addition
to FlameOut(R) and FirePower 911(TM) during the 2nd quarter. During September,
the Norwegian Air Force conducted official tests on FlameOut(R) and FlameOut(R)
Foam. Representatives from military organizations, airport authorities and
petroleum companies from Sweden, Finland, Denmark, Norway and Poland were
present. The Civil Air Authority of Scandinavia ordered product from Tecno
Supplies within just a few days. Immediate tests are scheduled by the Civil Air
Authority in November for the purpose of certifying FlameOut(R) and FlameOut(R)
Foam for use at the Stockholm, Sweden, and Oslo, Norway airports. In October, we
shipped our largest order to date to Tecno Supplies in October.

         In Canada, Summit and 614575 Alberta Limited, which changed its dba to
Just-In Case Fire Ltd., executed an agreement for the selling of FLAMEOUT(R) for
resale in portable and mobile fire extinguishing systems for home and remote
property respectively. We granted to Just-In Case Fire Ltd. the exclusive right
to repackage FLAMEOUT(R) for systems manufactured by Just-In Case Fire Ltd. For
the granting of this exclusivity, we receive a royalty from each unit sold.
There have been several orders placed by Just-


                                       13
<PAGE>


In Case Fire Ltd. which began manufacturing the "Fire Caddy" in June 2002.
Just-In Case Fire calculated the first royalties payable to Summit at end of
Quarter 2 which have been recorded in the financials. Just-In Case Fire
delivered its first shipment of FlameOut(R) sold to a fire department in
Alberta, Canada, in June 2002. (see Photo Album on website.) Just-In Case Fire
has recently started marketing FirePower 911(TM) in Canada. During August, Keith
Parker, CEO and Dr. Dennis Stripling, Summit director, traveled to Belize.
Summit sponsored the National Fire Olympiad. FlameOut(R), FirePower(TM), and the
Fire Caddy(TM) were featured in fire department demonstrations. Resort managers
and owners were invited to these demonstrations. Initial sales were made through
a hardware store in San Pedro and to Victoria House, the oldest and most
well-known resort in Belize. Several new requests for products have been
requested by other resorts on the island of San Pedro. Dr. Stripling returned to
Belize in October to follow-up on the completion of these and other sales.

         With regard to our one-of-a-kind portable aerosol fire extinguisher,
FirePower 911(TM), management has held fast to the theme of establishing a sound
retail pricing structure. Very early, we were successful in getting FIREPOWER
911(TM) approved by Wal-Mart on a regional basis, first, and then elevated to
full category status. Existing purchase orders were in hand.

         However, management was not comfortable on issues such as the terms for
continuing fulfillment, insufficient timing for completion of orders based on
manufacturing criteria unique to FIREPOWER 911(TM), and the possibility of
delayed payments regardless of contractual terms. When the discounting of
FIREPOWER 911(TM) was taken into consideration, management was not willing to
jeopardize long-term success fOR short-term gain. Therefore, an agenda was
developed to first introduce FIREPOWER 911(TM) through marketing venues where
discount pricing was not the primary negotiating factor.

         We set out to place FIREPOWER 911(TM) into a retail environment where
pricing was not an issue to its success. When initial sales were made to grocery
supply companies, grocery stores and convenience stores, there was no effective
marketing/merchandising follow-up network in place to facilitate the in-store
service requirement held by the large store chains across the country. The
existing agreement with Convenience Service Group did not meet the criteria and
was terminated in order that we could take a new direction with FIREPOWER
911(TM).

         Still believing in the uniqueness of an aerosol product providing
safety and ease of use for all consumers, we negotiated an agreement with a
firm, Triple-S Marketing, to provide the in-store service required by some of
the nation's larger retailers. We focused on Triple-S because of its emphasis on
home improvement stores. In February, 2002, Lowe's Home Improvement Centers
scheduled FIREPOWER 911(TM) for an in and out sale test markets scheduled for
June and October 2002.Approximately (150-200) selected Lowe's locations are
scheduled to conduct this test market in conjunction with the National Fire
Prevention Month. We were not given sufficient time to fulfill the orders for
June, therefore management requested a stop on process. October was considered
the next optimal date. Triple-S has been notified that we are not necessarily
ready to proceed at this point due to a new direction for FirePower 911(TM)
which will be discussed below with regards to Reliant Interactive Media and a
nationally recognized celebrity endorsement. Triple-S has notified management of
a scheduled appointment at Lowe's National Headquarters on September 5, 2002,
for the purpose of carrying the company's absorbent product Ultimate Absorb(TM)
1103 (discussed further herein).


                                       14
<PAGE>


         One week before meeting with Reliant, management met with QVC at its
headquarters in Pennsylvania. FIREPOWER 911(TM) was approved for programming. We
have been in the process of satisfying the Quality Assurance requirements at QVC
for over 2 years. The anticipated start date of April 2002 was delayed due to
the new shipping requirements at QVC since September 11, 2001. We provided three
years of UPS shipping documents for the purpose of establishing Summit as a
drop-ship vendor. Management has informed Reliant of the necessity of taking
FirePower 911(TM) to Home Shopping Network should final approval and airing not
occur in the very near future.

         In March 2002, we met with Reliant Interactive Media Group for the
purpose of representing Summit's FirePower 911(TM) product at QVC or Home
Shopping Network International. Reliant founders Kevin and Tim Harrington have a
fifteen year plus expertise in direct television shopping in both home shopping
and infomercial venues. Reliant merged with Thane Distribution Group during 2nd
quarter 2002. Therefore, our agreements have been executed with Thane.
Reliant/Thane represents such notables as Bruce Jenner, Kathy Smith and Tony
Little. Summit and Reliant/Thane have agreed to place our products in the
shopping channel venues of QVC or HSN and the development of 30-minute
infomercial for FIREPOWER 911(TM). QVC, concerned over new DOT hazardous
material shipping regulations since September 11, 2001, has requested from us
information supporting the fact that we have been shipping FirePower 911(TM)
standard ground service with UPS with no surcharge for classification as a
hazardous material. This concern at QVC has come up since the can was under
pressure which exceeded specified pressure requirements. We, in conjunction with
assistance from UPS, provided a letter from UPS stating that due to the specific
type of aluminum used for the FirePower 911(TM) can, the type of propellants
used and the non-toxic certification of FlameOut(R), FirePower 911(TM) could be
classified as a Consumer Commodity with US DOT shipping guidelines. This
substantiation supports our shipping of FirePower 911(TM) via UPS ground service
for the last five years. In October, QVC requested a second letter further
defining a section of the previous UPS letter. Should this letter fail to
satisfy QVC, we have instructed Reliant/Thane to reopen the product submission
at Home Shopping Network.

         With the successful execution of a production agreement for television
and the establishment of FirePower 911(TM) as the only validated and rated fire
extinguisher in an aerosol can in the world, management set out to obtain the
endorsement of a nationally recognized celebrity to promote FirePower 911(TM) in
all venues of marketing. During June, contracts were initiated and at the end of
July 2002, management negotiated and successfully reached terms with the agents
and attorneys establishing George Foreman as the official company spokesperson
and endorsing agent for FirePower 911(TM). The agreement was executed by all
parties on July 30, 2002. We are looking for the initial promotion in first
quarter 2003.

         In November 2001, we executed a distributorship agreement with a direct
sales company, Lighthouse America. Lighthouse, dba Teamfire, previously sold a
non-rated fire extinguishing product as a fire extinguisher. This resulted in
regulatory enforcement action which halted Lighthouse's activity. When FIREPOWER
911(TM) was discovered by Lighthouse, an agreement was negotiated. FIREPOWER
911(TM) is the only rated and validated fire extinguisher in an aerosol can in
the marketplace. Teamfire began introducing FIREPOWER 911(TM) to its base of
7000 dealers. We also receive a royalty on the sale of all FIREPOWER 911(TM)
sold by Teamfire. Second and third orders were received by us during the first
quarter


                                       15
<PAGE>


2002. Receivable royalties were also paid. Teamfire is being merged into
Lighthouse's Free Store internet shopping store in 4th quarter 2002. More about
the Free Store will be discussed with Pannache Luscious Cosmetics.

         Last year, the first shipment of FIREPOWER 911(TM) was packaged for
international sales with foreign language labels. Initial first market shipments
ranging from 2,000 to 5,000 cans went to Chile, Hong Kong and Japan. 5,000 cans
were sold to the public by the local fire departments in Chile. Summit and
Marketing Perspectives Incorporated ("MPI") satisfied the label requirements and
insurance requests for completed product liability coverage. The second order
was anticipated as early as August 2001, according to information supplied to
Summit by MPI. The FIREPOWER 911(TM) approval was delayed. However, in December
2001, the anticipated approval was received. MPI provided to us in January 2002
the official Chilean government approval for FIREPOWER 911(TM) for both Class A
and B fires. These tests were conducted at the University of Chile. The approval
certificates can be seen on our website. The first use of "FIREPOWER LIQUIDO
911(TM)" will be for the federal police (Carabineros) as part of their equipment
belt as a tool for riot control due to such occurrences as fire bombs being
thrown into crowds at large public events such as soccer matches. On August 6,
2002, the company received copies of technical reports conducted by IDIEM,
completing the final material and investigation tests on FlameOut(R) (FirePower
911(TM) contents) for toxicity and biodegradability. The reports came from the
Chief of the Technical Department of Fire Prevention. These tests were conducted
on paper, cartons, fabric, wax, gasoline 4, kerosene, plastics, carpet, wood and
tires. Final conclusion: easily handles fire, leaves no residue and has no
effect on the ozone.

         We were notified by our strategic alliance partner, MPI, that FirePower
911(TM) has now been officially endorsed by the Chilean National Fire
Department. In the 125 year history of the National Fire Department of Chile,
FirePower 911(TM) is the first product ever officially endorsed. During 4th
quarter 2002, MPI has notified the company that the first container order for
FirePower 911(TM) will be placed in an initiative that projects the selling of
250,000 cans of FirePower 911(TM) in Chile over the next two years. The
initiative will be carried by the fire fighters of Chile selling FirePower
911(TM) to the citizens of the country directly. The sales campaign will be
supported by a television infomercial which shows the performance level of
FirePower 911(TM) from video footage recorded during the series of official
government testing of FirePower 911(TM). The promotion will also inform the
citizens that a portion of all proceeds will be used to build a fund to update
the fire fighting equipment within the local fire departments.

         During the week of October 14, 2002, we and representatives of MPI met
with the United States Regional Director of the United States Export/Import
Bank. We have been qualified for an innovative export program which will not
only support our initiatives with MPI in Chile, but all export operations.

         The program will allow us to offer credit terms to our international
customers. Once a purchase order is received, we can finance the purchase order
at our local bank or ExIm Bank designated banks. ExIm Bank guarantees our loan
to the bank as we purchase Export Credit Insurance to insure the guarantee. The
initial purchase order is for 60,000 cans shipped over the first 180 days which
will amount to around $700,000. We are expecting the first purchase order during
4th quarter 2002 according to information supplied to us at the Export Import
Bank meeting.


                                       16
<PAGE>


         Our strategic alliance partner, International Aero, Inc., is the
world's largest reconfiguration company for commercial aircraft. Summit and
International Aero have been working on the minimum performance standards
requirements established by the Federal Aviation Administration. Previously, the
handheld fire extinguishers onboard all commercial aircraft contained Halon
1211. The Geneva Peace Conference banning of Halon 1211 included a catastrophic
exposure clause called Mission Critical that allowed the airline industry an
extension of time before these extinguishers faced mandated replacement. The
testing protocol for selecting the replacement agent has been published by the
FAA. FLAMEOUT(R) meets all of the technical criteria required by the performance
standards. During 2000, the actual Gross Volume Production Tests of FLAMEOUT(R)
on jet fuel and heptane were conducted. The initial performance tests were
conducted at International Aero's new licensed fire testing facility, during
2001. In December 2001, the FAA and US DOT published the final draft of products
approved as a replacement for Halon. FLAMEOUT(R) has been placed on the list of
approved replacements.

         International Aero's distribution rights extend to the aviation
industry, the United States Military, and the United States Gulf Coast petroleum
industry. In conjunction with the research department at International Aero, we
are developing an alternative to another fire-fighting agent, AFFF. AFFF, used
primarily for petroleum fires, is known as a possible cancer-causing agent.
Summit's intent with International Aero is to develop a non-toxic,
non-corrosive, biodegradable alternative for AFFF. FLAMEOUT FOAM(TM) was tested
at the Ansul fire test facility in Marinette, Wisconsin in April 2000. The foam
stability test was very successful. FLAMEOUT FOAM(TM) was the only product
tested to pass the UL162 encapsulation and emulsification test. FLAMEOUT FOAM(R)
has been approved as a replacement for 3M's AFFF by Pemex in Mexico. In Poland,
FlameOut Foam(TM) has been listed by the National Institute of Hygiene. We began
tests in April with the United States Air Force for the purpose of obtaining a
military specification number for military approval to replace AFFF. Due to
severe environmental problems and large fines, 3M exited the AFFF market in
December 2001. The void created has opened a whole new field for replacement
products for AFFF. Now that the toxic issues surrounding AFFF are out in the
open, the non-toxic, biodegradable features of FLAMEOUT FOAM(R) are placing the
product as a frontrunner for solutions all over the globe.

         During April 2002, management was contacted by the Underwriting
Department at Bituminous Insurance Company. Bituminous has been a specialty
property insurer in such fields as oil and gas exploration, mining and logging
and timber production industries. When considering all of the features of
FlameOut(R), Bituminous felt that the presence of FlameOut(R) in the systems on
specialty logging equipment, fire extinguishers containing FlameOut(R) and
FirePower 911(TM) would augment their idea for new loss control features. New
underwriting guidelines adopted at Bituminous in June 2002, notified current
insureds that failure to implement the fire prevention measures would lead to
non-renewal of coverage in the event of a loss. All new applications require
FlameOut(R), FirePower 911(TM) and fire suppression systems as part of
consideration for underwriting. Summit reached a multiphase agreement with
Bituminous which would help Summit market FlameOut(R) and FirePower 911(TM) and
Bituminous reduce losses. Bituminous mailed FlameOut(R), FirePower 911(TM) and
videos showing the products work beginning June 2002. Summit agreed to establish
dealers in the Bituminous marketing areas. The obvious and ideal situation would
be to establish marketing through the Bituminous Casualty Insurance Agencies
which already have the captioned customer base within the prospective agencies.
As of the middle of July


                                       17
<PAGE>


2002, the company had reached agreements with agencies for marketing in Texas,
Oklahoma, Arkansas, Louisiana, Mississippi, Alabama, Georgia, Tennessee,
Virginia, West Virginia, North Carolina, South Carolina, Minnesota and
Wisconsin. The first orders were received by the company the end of July 2002.
We have negotiated an agreement and established an account for the purpose of
having special 2 1/2 gallon and 6 Liter water fire extinguishers into which
FlameOut(R) is added manufactured for us. This meets one of the Bituminous
requirements for the purpose of continuing to offer property fire insurance
coverage to their insureds.

         In September, we participated in the American Loggers Council National
Meeting with Bituminous in Duluth, Minnesota. We conducted fire extinguishing
demonstrations. These demonstrations led to sales at the show, the establishment
of a new distributor in New Zealand and agreements with an equipment
manufacturer supplying FlameOut(R) on their equipment. The equipment involved in
the industry varies from $175,000 to $400,000 each.

         A new initiative has been discussed between Bituminous and Summit.
Plans to announce the joint marketing effort are planned for 4th quarter 2002.

         Summit, BioGenesis, and International Aero have been working together
for the completion of its non-toxic, biodegradable turbine cleaner for use on
jet engines. In only fifteen minutes, ULTIMATE CLEAN 668(TM) can remove enough
residue from jet engine blades that the next flight would experience fuel
savings sufficient to pay for the expense of the cleaning. The cleaning of the
engines on planes is required as regular periodic maintenance. When fuel savings
are considered, this means savings for the airlines. The recent increase in jet
fuel costs has heightened the airlines' interest in ULTIMATE CLEAN 668(TM).
Currently used products produce a run-off residue with contamination by metal
particles that find their way into the groundwater. ULTIMATE CLEAN 668(TM) has
been in an arduous testing procedure and has been approved as non-corrosive
regarding eight different metals. With the completion of the corrosive metals
tests, actual onboard tests will begin in order for us to obtain a military
specification number for ULTIMATE CLEAN 668(TM). The protocol under which
ULTIMATE CLEAN 668(TM) is now being tested is for multiple applications and is
expected to culminate in a military specification number. The use of this
product will allow commercial airline companies to be in compliance with the
newly mandated EPA Water Runoff Quality Standards. The alternatives for the
airlines are very costly measures that would affect every department of their
operations. Continued use of the corrosive cleaners would require the cleanings
to be performed in designated cleaning areas, away from the airlines'
operations.

         Additionally, the Department of Defense ("DOD") is also involved with
this testing and approval. The original direction of ULTIMATE CLEAN 668(TM) was
for the commercial airline industry. The DOD's involvement has increased our
potential market by another 50 percent from the original projections based on
International Aero's customer base.

         Also incorporated into the test of Ultimate Clean 668(TM) Type III
concentrate was the addition of Type II concentrate and Type II ready-to-use
tests for additional approvals. These additional approvals also increase the
size of the market for the product and the amounts of product to be used.


                                       18
<PAGE>


          All parties concede that this testing process has been very tedious
and time-consuming. The reward for us will be a head start in the market.
Regardless of the unknowns with which we have dealt, Ultimate Clean 668(TM) has
not experienced setbacks which prevent the direction of moving closer to an
expected final Quality Products Listing. The lab conducting the test protocols
for the MIL-PRF-85704C has notified us that ULTIMATE CLEAN 668(TM) has
successfully conformed with the requirements for corrosion, crazing, painted
surfaces, acrylic surfaces, and water and acid stability. The areas of
complication for approval stem from the fact that ULTIMATE CLEAN 668(TM) is an
aqueous based product. The test protocol, which is 50 years old, was originally
designed for petrochemical products. We are still committed, as is BioGenesis,
to the completion of the test protocol. The successful completion means large
numbers of sales for us due to our marketing alliance with International Aero,
Inc. The test to satisfy final requirements are still in process. A meeting
among management, the laboratory and BioGenesis took place during the 3rd
quarter of 2002 for the purpose of establishing some median ground for the
tests. While all parties agree that the cleaning capabilities of 668 are
superior to other products, the physical characteristics of organic compounds in
the 668 formulation are giving what is believed to be false readings in Anatomic
Spectrometer tests. Management is focused on completing this protocol and is
scheduling a visit to the laboratory during August-September 2002. During August
we sent each of the ingredients in separate containers to the lab for the
purpose of identifying which ingredient could be giving off what Dr. Amiran
maintains are false readings. Our submissions revealed an ingredient which could
be the problem. With this information, Dr. Amiran resubmitted product to the lab
on October 21, 2002.

         Through South American alliance partner MPI, we submitted material,
product, and previous certifications to the authorities in Brazil and Argentina
in order to obtain the appropriate approvals and ratings for sale in the
Mercosur area of South America. The existing certifications on FLAMEOUT(R) have
been accepted. In Brazil during fourth quarter 2001, FLAMEOUT(R) passed some
very critical Class B tests. We introduced FLAMEOUT FOAM(R) into Brazil through
MPI due to the elimination of the availability and sale of AFFF. This added to
the length of time before final product approval but greatly increased the size
of the marketplace. This will clear the way for us to begin sales through
Marketing Perspectives Incorporated ("MPI"). Their distributor in Brazil has
orders to be filled promptly when the certification process is completed. The
approval process will also be accepted in the other Mercosur Pact
countries--Argentina, Uruguay and Paraguay. Summit and MPI have entered into a
Joint Venture Agreement to produce FLAMEOUT(R) and FlameOut Foam(R) in South
America. In order to fill product orders for government contracts, offices,
installations and airports, the product must be produced within the Mercosur.
Summit and MPI are in the process of producing the first production run of
FLAMEOUT(R) AND FLAMEOUT FOAM(R). Tests will be conducted on the South American
produced FLAMEOUT(R) AND FLAMEOUT FOAM(R) in order to verify its performance
against the standard already established by the completed tests of FLAMEOUT(R)
and FlameOut Foam(R) shipped to Brazil in 2001. Until the economic crisis in
Brazil and Argentina are stabilized our projects are on hold. Once the IMF
reinstates both countries, these projects will qualify for our Export Import
Bank Purchase Order receivables program.

         During the third quarter of 2000, management gave Paula Parker,
Vice-President for Shareholder Relations, a directive to develop a new product
line, a color cosmetic line to compliment the already developed skin care
cosmetic line, Pannache. This product line is environmentally friendly and made
with premium botanical and natural essential oils and vitamins.


                                       19
<PAGE>


         The idea for the star product of the color line was to develop a
semi-permanent, long-wearing, no smear or stain lip color. Companies like Avon,
Beauty Control, Max Factor, Revlon, Cover Girl and Maybelline have developed
products they tout as long-wear, no smear; however, we believe they do not
perform as advertised due to in house testing of the application of these
products. Our product - Luscious Lips - will stay on 8 to 10 hours and will not
come off until removed with remover. The development phase began in September
2000 with final formula approvals in June 2001. We received four of the twelve
selected colors in August 2001 and began the first of two directed test markets.
One market was to sell product directly to performing groups such as dance
lines, dance schools, high school drill teams, cheerleaders and twirling groups.
Prior to the beginning, we secured the endorsements during July for the Miss
Texas and Miss Arkansas Pageants. Both Stacy James (Miss Texas 2001) and Jessie
Ward (Miss Arkansas 2001) were using Luscious Lips during their state pageants
when they won their respective pageants as well as the Miss America Pageant.
Stacy was in the top twenty and Jessie was a top ten finalist in the Miss
America Pageant.

         Pageants have been held every weekend from October 1, 2001, through
July, 2002. There were over 50,000 contestants introduced to - and many used -
Luscious Lips in the Arkansas pageant system. Jessie Ward's photos appear in all
official company publications and web sites. The official web address is
www.lusciouslips.cc and www.pannachelusciouslips.com. With Jessie Ward's reign
as Miss Arkansas ending in July 2002, she joined the staff of Pannache in
August. Her first appearance was at the International Congress of Esthetics
Southwest in Dallas, August 24-26, 2002.

         The initially established dealer network attained a closing ratio of
close to 100%. When purchasing the initial inventory for a dealer, a dealer
purchases at 50% off of retail and makes 100% profit on resale. Our margin is at
106%. The direct sales test market directed to drill teams and cheerleading
groups produced a 100% closing ratio. Pannache became an associate member of the
Texas High School Dance and Drill Teams Association, whose state convention was
held in Houston, Texas, January 3-5, 2002. Over 100 high schools requested
appointments for presentations for product use for the team and our concept of
using Luscious Lips as its fund raising product. There are 178,000 drill team
participants in high schools in Texas each year. Couple this with the middle and
high school cheerleaders, and the market is over 500,000 participants in Texas
alone. August of 2002 saw targeted fund raising programs especially designed for
these groups. The initial dealer locations are throughout Northeast Texas,
Arkansas, Missouri, and Georgia.

         The success of the test markets indicated to us that expanding the
marketing toward performing groups and through direct distributors and direct
response television would create high-profit-margin venues. The sale of a single
tube of Luscious Lips wholesale creates a greater profit margin than the sale of
a can of FIREPOWER 911(TM).

         We successfully negotiated with Lady Burd Exclusive Private Label
Cosmetics for the ownership of the patent and property rights for the product
Luscious Lips. Luscious Lips was developed at Lady Burd by Dr. Alex Hammer. Dr.
Hammer is noted for co-authoring the Food and Drug Administration Cosmetic
Manual. Dr. Hammer spent over 20 years at Estee Lauder before coming to Lady
Burd.


                                       20
<PAGE>


         The cosmetic industry is a $300 billion industry worldwide with Avon
being the largest, controlling only 7% of the market share. Therefore, no one
company can control the market. Prices are always stable while sales are always
consistent.

         Pannache completed an endorsement agreement with Jessie Ward, Miss
Arkansas, for the remainder of her reign and afterwards. Pannache/Luscious
cosmetics have been named the official "Wardrobe showing sponsor" for the Miss
Arkansas Pageant.

         As a result of Summit's and Lady Burd's previous successful
negotiations for the patent rights to Luscious Lips, Lady Burd appointed Summit
as the exclusive distributor for all of Lady Burd's products (over 100) within
the area formerly served by the Dallas, Texas Apparel Mart Showroom. The show
room inventory was moved to our new headquarters in April 2002. The first
official day of business was May 1, 2002. The assignment of the distributorship
to Summit by Lady Burd provided a 3,500 name Lady Burd customer list. We have
moved to a new location where showroom facilities are now provided. The new
showroom staff called, mailed, and established contact with about 100 of these
customers during the months of June and July. Distributors have been established
in North Carolina, Mississippi, California and Florida. A new direct sales
company began selling products under a private label in June 2002.

         Lady Burd has chosen to use the International Congress of Esthetics
Southwest, August 24-26, 2002, as the introductory show for the new Lady Burd
fall line. Our marketing venue will be the first representation for all
products. The sales and new customers from the show become sales and customers
of Summit.

         During the 3rd quarter of 2002 we submitted two new Pannache Luscious
Cosmetics products to QVC for programming sales promotions. The Pannache
Luscious Dust Brush and Pannache Pretty Pout are scheduled for airing in
December 2002.


         The Luscious Dust Brush is a unique dispensing pump for body glistening
powder featuring a brush on one end which evenly distributes the powder. The
product for finishing touches for make-up complimenting. We received our first
purchase order of 4,600 brushes for the first QVC programming presentation
scheduled for December 28, 2002.


         Pannache Pretty Pout is a lipid lip serum whose continued use for
approximately 30 days will plump lips giving them a fuller look. Pretty Pout is
supported by clinical tests substantiating the claim about the product's
performance. This product is an option for collagen injection. We received our
first purchase order for bottles of Pretty Pout from QVC in October 2002.
Programming is scheduled for December 28, 2002, a day QVC has dedicated for 24
hour non-stop programming for cosmetic related products.


                                       21
<PAGE>


         OUTLOOK

         The statements made in this Outlook are based on current plans and
expectations. These statements are forward looking, and actual results may vary
considerably from those that are planned.

         We believe that, due to the approval, listing and rating of FIREPOWER
911(TM) as a fire extinguisher, a niche market has been created. This was
supported by actions taken by the USEPA, which has been mentioned previously,
and actions of the Connecticut State Fire Marshal's Office and the California
State Fire Marshal's Office and most recently, the office of the State Fire
Marshal of Texas.

         The formula for FIREPOWER 911(TM), FLAMEOUT(R), is one of only a few
suppressing agents certified by the EPA as a replacement for the globally banned
fire agent, Halon 1211. Initially, the Connecticut State Fire Marshal's Office
notified the company that its aerosol fire suppressant, FIREPOWER 911(TM), was
to be removed from the shelves of Home Depot, because it was not listed and
rated as a fire extinguisher. All other aerosol can products representing that
they were fire extinguishers were also to receive the same notification. While
we were not marketing FIREPOWER 911(TM) as a fire extinguisher at that time, the
other aerosol fire suppressors subject to this action were touting their
products to be fire extinguishers.

         Due to the capabilities of FLAMEOUT(R), we applied for the minimum fire
extinguisher rating in order to establish FIREPOWER 911(TM) as a fire
extinguisher and satisfy the State Fire Codes. The specific fire code is
ANSI/UL8 and ANSI/UL711, set forth in the NFPA Standard 10. NFPA 10 establishes
the requirements for listing and rating portable fire extinguishers.

         We have completed the listing and rating requirements, placing
FIREPOWER 911(TM) in a class of its own, the only listed and rated fire
extinguisher in an aerosol can available in the global marketplace.
Subsequently, we received a letter from the Connecticut State Fire Marshal's
Office certifying that our FIREPOWER 911(TM) had satisfied their fire code
requirements.

         California has a unique legislative requirement in addition to the NFPA
and ANSI/UL standards for portable fire extinguishers. This is a new area,
termed Non-Halon Certification, and means that any portable fire extinguisher
whose marketing intent is directed to the residential and individual use market
must contain a formula that has been certified as Non-Halon. FLAMEOUT(R) is the
first of seven permanent listed and certified replacements for Halon 1211. It is
the only product that can meet this California requirement due to the type of
approval for FLAMEOUT(R). The approval is for residential as well as commercial
use. All other products are approved for commercial use only. Applied Research
Laboratories has completed the application process on our behalf, meeting the
California Non-Halon requirements.

         With these requirements, approvals, listings, certifications, and
confirmations, we have positioned FIREPOWER 911(TM) to become the only product
that can be sold in the retail residential market in California. The completion
of this certification will place FIREPOWER 911(TM) as the only product that has
survived this process, according to the California State Fire Marshal's Office.


                                       22
<PAGE>


         In other states where Non-Halon certification has not become effective
to date, there is still the NFPA 10 requirement that all aerosol cans must be
tested, listed, and rated as a fire extinguisher. FIREPOWER 911(TM) is the only
product that possesses the validated listing and rating for an aerosol fire
extinguisher Several issues have slowed down the marketing of FIREPOWER 911(TM).
Its formula is FlameOut(R), a technology for fire suppression, not merely soap
in an aerosol can. A specific type of aluminum is required for the container to
meet the ANSI/UL8 portion of the validation and listing tests. The size and type
of can required to hold the FLAMEOUT(R) by the very rigid standard for fire
extinguishers is not manufactured in the United States. We must bring the empty
shells in from Madrid, Spain.

         These production issues, plus the manufacturing efforts to produce a
product with a five-year shelf life, and royalties paid to the testing
laboratory calculated on each unit are examples of the unique requirements for
the pricing of FirePower 911(TM).

         When attempts to market a product like FIREPOWER 911(TM) are met with
"copycats" which have not passed the scrutiny of the validations, listings and
ratings, an education issue is created which must be carried out at the buyers'
level. For this education effort to have meaningful effect, enforcement action
is required by the state fire marshals' offices. These enforcement actions are
public record. We now have our marketing and merchandising representatives
equipped with information showing the buyers that there are issues other than
the cheapest product in an aerosol can. The Texas State Fire Marshal's office
has been instrumental in enforcing the regulations with regards to NFPA 10, the
required standard for portable fire extinguishers. These regulatory actions on
copycat products of FIREPOWER 911(TM) have seen several products removed from
the shelves of retailers and from programming on shopping channels. We have been
working with several product rep groups making presentations into several of the
large mass merchandisers. With the approval of FIREPOWER 911(TM) for an "in and
out" test market at Lowe's, for airing on QVC or HSN through Thane Distribution
Group and a 30 minute infomercial, Summit feels that it has successfully neared
the end of the education curve with regard to aerosols. During the 2nd quarter
of 2002, we initiated the last phase for a complete marketing program for
FirePower 911(TM). The successful negotiation with George Foreman has positioned
FirePower 911(TM) to become what the company believes to be a household name
through the planned promotion.

         Presenting the information in this format last year and prior to the
negotiation of the Foreman initiative, we negotiated an agreement with a
national marketing and merchandising company, Triple S Marketing, that places
the products they represent into two of the largest home building products
stores in the country. The senior buyer for one of these chains of stores has
approved FIREPOWER 911(TM). We also sold through one of its distributors
FirePower 911(TM) which was placed in Home Depot for test sales in June 2002. We
notified Triple-S Marketing that we were not ready to proceed in August due to
the Foreman agreement and programming on QVC.

         Over three years ago, we negotiated a contract with Wal-Mart on a
regional basis in Florida, Southern Georgia and Southeastern Alabama. When a
category buyer from Wal-Mart decided to remove FIREPOWER 911(TM) from the
regional purchasing agreement and take it to a full category purchase,
management was forced to "not fill" in-hand purchase orders. Full category meant
supplying as many as 4,000 stores in a brief time. However, the major obstacle
was the fourteen day fulfillment deadline on new purchase orders. The time
required for the manufacturing of the shells for FIREPOWER 911(TM) is five
weeks. Management knew that the initial news of the Wal-Mart contract would be
great for the new


                                       23
<PAGE>


public company, but failure to meet unrealistic production requirements would be
extremely detrimental.

         We have executed an agreement for the sale of FIREPOWER 911(TM) with
Lighthouse America and its direct sales company TEAMFIRE. TEAMFIRE previously
had 7,000 direct dealers selling a non-rated portable fire product that was
classified as a portable fire extinguisher by State Fire Marshals. TEAMFIRE's
selling efforts were halted due to Fire Marshal regulatory citations. TEAMFIRE
has a great appreciation for FIREPOWER 911(TM) because of its experience with
the Fire Marshal's offices. With FIREPOWER 911(TM) which is the only rated and
validated portable fire extinguisher in an aerosol can in the world, TEAMFIRE
feels that they will quickly begin to move FIREPOWER 911(TM) through their
established network of direct dealers. Before regulatory measures halted
TEAMFIRE's selling, previous sales were $1.6 million from January through
August, 2000. The first shipment of product to Lighthouse occurred in November,
2001. Additional shipments occurred during February, 2002. TEAMFIRE notified us
in August 2002 that they were removing FirePower 911(TM) from TEAMFIRE. They are
focusing all of their attention on another direct marketing company of
Lighthouse, The Free Store. The Free Store focuses on selling products at 50%
off retail to their wholesale distribution network via their internet store.
Selected distributors have their own websites to assist in building home based
businesses. Premier Distribution possesses websites that have seven sites with
shopping carts able to sell taking credit card orders. The Lighthouse Free Store
currently has over 400,000 distributors. Approximately 10% of that base are
Premier Distributors. The Free Store product catalog will not only feature
FirePower 911(TM), but the entire line of Pannache Luscious Cosmetics.

         We have been in negotiations since October 2000 with QVC for the sale
of FIREPOWER 911(TM). FIREPOWER 911(TM)'s front runner, Chief's Choice (private
label FIREPOWER 911(TM)), was the initial aerosol fire suppressant sold on QVC.
Chief's Choice received the QVC award for Best of the Quest. While FIREPOWER
911(TM) was going through the validation and listing process at Applied Research
Laboratories, "ARL," QVC was notified of the NFPA standards requirement held by
State Fire Marshals' offices by our management. Another "copycat" product was
substituted for Chief's Choice, which also violated the requirements for which
we had chosen to qualify in order to be in compliance in all 50 states. Last
year, this "copycat" product was removed from programming at QVC, due to action
taken by the Texas State Fire Marshal's office and we were notified that the
category buyers at QVC had approved FIREPOWER 911(TM) one-liter rated fire
extinguisher for purchase. We were told that once the legal department had
cleared these issues, scheduling for programming and initial purchases would
begin. During April 2001, we were notified that the QVC legal department would
be requesting a letter of verification that FIREPOWER 911(TM) is legal in all 50
states. This letter is available under the "Standards and Certifications"
directory item on our website. In March 2002, management met with the buyers at
QVC and received initial programming approval. The next week, management met
with marketing representatives from Reliant Interactive Media and Thane
Distribution Group. We entered into an agreement with Thane for the purpose of
placing FIREPOWER 911(TM) on QVC or HSN, producing a 30 minute infomercial for
FIREPOWER 911(TM) and the approval of three of the cosmetic products from the
our Pannache/Luscious Cosmetics division which will be discussed later.
Currently, we are going through the quality assurance process of product
preparation for marketing at QVC. Initial product airings were expected as early
as July 2002. With the product validation issues settled establishing FirePower
911(TM) as the only validated and rated fire extinguisher in an aerosol can in
the world, marketing venues, such as QVC, Reliant Interactive Media and large
mass merchandisers previously mentioned, were the next foundational step


                                       24
<PAGE>


for this establishment of the marketing of FirePower 911(TM). We knew with these
two key ingredients in place, the only remaining aspect to complete a total
marketing package was to secure a known personality for the purpose of being the
spokesperson in the infomercial on home shopping channels and for retail point
of purchase displays.

         Initial promotions are being planned for the 1st quarter of 2003, we
have been in the process of substantiating the classification of FirePower
911(TM) at QVC according to US-DOT shipping guidelines. QVC previously marketed
a non-rated product similar to FirePower 911(TM) but not a rated fire
extinguisher. Public records on file with the State Fire Marshal's Office in
Austin, Texas, show this product removed from programming by action of the Texas
State Fire Marshal. Issues surrounding this experience for QVC have complicated
the issues for us as it applies to FirePower 911(TM). We have been required to
provide support documentation from UPS with regards to FirePower 911(TM)
classification for shipping. We have been shipping FirePower 911(TM) via UPS
classified as an aerosol non-flammable consumer commodity for five years. UPS
concurs with our position that our product FirePower 911(TM) meets all of the
US-DOT requirements as classified. UPS provided us with one letter for the
purpose of satisfying QVC's needs. QVC notified us they needed a further
definition surrounding a portion of the UPS letter. UPS provided us the second
letter on October 14, 2002, and we submitted it to QVC. We are awaiting their
response. Once QVC is satisfied on their issues, we anticipate a quick final
approval, purchase order and programming date. We feel that QVC's issues are
centered around their previous experience with a non-rated product. Therefore,
if they cannot resolve their issues, we have instructed Reliant/Thane to proceed
with Home Shopping Network.

         In June 2002, management met with George Foreman, Jr. for the purpose
of demonstrating and proposing an arrangement for George, Jr. to present
FirePower 911(TM) to his father, George Foreman. The proposal was that of George
Foreman becoming the spokesperson for FirePower 911(TM). Summit was put in
contact with the agents representing George Foreman, and on July 30, 2002, an
agreement was executed.

         George Foreman will appear in the soon-to-be-produced FirePower 911(TM)
infomercial produced by Kevin and Tim Harrington at Reliant Interactive
Media/Thane Distribution Group, doing promotional spots for home shopping
channels and be part of the retail advertising program for FirePower 911(TM).

         FLAMEOUT(R) was submitted to the United States Forestry Service through
its technology development program in order to satisfy the requirements for
qualification testing as a Wildland Fire Chemical. This test protocol continues
for eighteen months. The Forestry Service requested and we supplied the actual
test product in order to complete the protocol in June 2001. Through our
Canadian Strategic Alliance Partner, Mark Hayes dba Just-In Case Fire Ltd., the
aerial fire fighting company Pro Air, Northern Air Response and the Canadian
Forestry Service are following the U.S. Forestry Service's test. Feedback is
that FLAMEOUT(R) is performing very favorably. The reports received by us are
that the Canadian Forestry will accept the U.S. Forestry approval for immediate
sales in Canada. We have been notified of pending orders at Pro Air and Northern
Air Response. We are anticipating the completion of the sediment stability tests
and mammalian toxicity tests. The final stages when completed will open what we
feel is a defining moment in the company. One contract into which FlameOut(R)
has been approved pending Canadian Forestry approval is for a minimum of 40,000
gallons per year. According to


                                       25
<PAGE>


information received by us from our marketing partner in Canada, this contract
used 110,000 gallons of fire suppressant during 2002. This contract is for one
province in Canada. We have been informed that Canadian Forestry will grant
their approval from the U.S. Forestry approval.

         FLAMEOUT(R) will be tested as a wetting agent and fire suppression
foam. When approved, FlameOut(R) can be used in the catastrophic wildfires that
occur every year. FlameOut(R), in unofficial tests, has outperformed every
product with which it has been compared. Management knows this first-hand from
conducting fire tests or being on the actual fire lines in Florida (Summer
1998), Civil Defense and Civil Air Patrols tests in Springfield, Massachusetts
(1999), foam stability tests at NFPA 18 Task Force Meeting at Ansul Fire Test
Facility (2000), Louisiana State University for Training Academy (1996) and
Federal Aviation Agency Tests and International Aero (ongoing). The twelve-month
product stability test for the Forestry Service protocol concludes in June 2002.
Once concluded, the remaining testing revolves around (1) combustion retarding
effectiveness, (2) optimum mixing, (3) pumpability, (4) abrasion, (5) field
visibility, and (6) operational field evaluation. We have been notified that
projected approval will be completed by October 2002.

         International marketing agreements were negotiated and executed last
year. A key element of these agreements is the revenue sharing clause that
provides us profit sharing from the tools, devices or mechanisms into which
FLAMEOUT(R) is introduced for resale. Summit assisted its distributor partners
with necessary testing, listing, ratings and certifications in order to complete
the registration process in each of these countries.

         FLAMEOUT(R) was submitted for official testing in Warsaw, Poland to the
National Institute of Hygiene. 3M announced mid-year 2001 that it was
withdrawing from the AFFF market. AFFF is a very toxic product and exposure can
cause cancer. Summit's product will undergo official testing in Europe for
certification as an approved replacement for 3M's AFFF.

         During December 2001, FLAMEOUT(R) FOAM was submitted to the laboratory
officials at Pemex, the national oil company of Mexico. In January 2002, we
received copies of the official approvals for FlameOut(R) FOAM for the purpose
of replacing AFFF at Pemex. FlameOut(R) Foam is currently undergoing military
specification tests with the United States Air Force to be listed as an approved
replacement for AFFF.

         In 2001, we began discussions with a Canadian company for the purpose
of using FLAMEOUT(R) exclusively in their gasoline and battery generated home
fire extinguishing systems, The Fire Caddy, can be seen on our website under the
photo album. The agreement with Just-In Case Fire Ltd. allows for the placement
of 5 gallons of FLAMEOUT(R) within each unit sold and an additional 5 gallons of
FLAMEOUT(R) as back-up to be sold with each Fire Caddy. The agreement between
Summit and Just-In Case Fire allows the wholesale purchase of FLAMEOUT(R) for
the Fire Caddy System. By virtue of the exclusive arrangement between us and
Just-In Case Fire, we receive royalties on the sale of each of the Fire Caddy
units. First royalties were earned during the 2nd quarter of 2002. Orders from
Just-In Case Fire doubled in July over orders received in June 2002.


                                       26
<PAGE>


         In China, Summit and The Tianfa Corporation and The Tianyang Group
executed an agreement for the sale of FLAMEOUT(R) and technical assistance for
canning aerosol can fire extinguishers. Tianfa Corporation is China's leading
energy company and is listed as a Class A Stock on the Shanghai Stock Exchange.
The agreement allows Tianfa/Tianyang to purchase FLAMEOUT(R) at wholesale and
then repackage FLAMEOUT(R) in aerosol cans in China, manufacturing a product
similar to FIREPOWER 911(TM). We will in turn receive a 5% royalty on all
wholesale sales of aerosol cans. We are sensitive to the lack of initiative thus
far by Tianfa and realize this agreement could terminate.

         During February 2000, we sold our first order of FIREPOWER 911(TM) to
our Scandinavian distributor, Tecno-Supplies, in Norway. In April 2001,
Tecno-Supplies ordered its first shipment of FLAMEOUT(R). A portion of this
initial order has been sold to Exxon of Norway. Tests results have been
favorable. Currently, we are preparing to supply documentation and product for
FLAMEOUT(R) approval in the North Sea. During June 2002, Tecno added the new
FlameOut(R) Foam, the company's granular fire retardant FR-4, and Ultimate Odor
Block(TM) to its latest order from the Company. Tests were recently conducted on
FlameOut(R) and FlameOut(R) Foam by the Norwegian Air Force. The results
experienced led to immediate orders from Tecno-Supplies for more product which
will be tested in November by the Civil Air Authority in Scandinavia.
Representatives from Norway, Sweden, Denmark, Finland, and Poland were present
at the previously mentioned tests from various military organizations, airport
authorities and petroleum companies. The November tests were scheduled
immediately in order that successful tests would result in prompt approvals in
December for the purpose of FlameOut(R) and FlameOut(R) Foam being certified to
replace AFFF. The successful approvals would specify FlameOut(R) and FlameOut(R)
Foam at the Stockholm, Sweden, and Oslo, Norway, airports.

         Summit's test for securing the military specification number
MIL-PRF-85704C, which will enable ULTIMATE CLEAN 668(TM) jet engine cleaner to
be listed with the Department of Defense, Quality Products Listing, has
proceeded into classification tests for Type II and III concentrates and Type II
ready-to-use. The testing for this non-corrosive product approval has resulted
in some adjustments to the formula for the test on ceramic and acrylic finishes.
This test is also being done in the "water soluble" category. To our knowledge,
there are no other products that are aqueous-based which can accomplish the
cleaning requirements of the test protocol or the actual engine cleanings. The
expansion from the initial Type III approvals to include the two categories of
Type II greatly increased the market potential for ULTIMATE CLEAN 668(TM).
Technical testing confirmation for protocols was received in May 2001. While
awaiting a slotting appointment for the completion of the physical application
test in cleaning test engines, we are finalizing the stability and blending
requirements. Through our strategic alliance partner, International Aero, we
have initial sales to be made to major airlines such as United, Continental,
Delta, Northwest and Eastern airlines. The recent increase in jet fuel costs has
heightened the airlines' interest in ULTIMATE CLEAN 668(TM). During September,
2001, formal application for the physical test was submitted to and accepted by
the United States Navy.

         The product formulation being made from organic compounds is creating -
in management's and BioGenesis' minds - false readings for elemental content for
salts on the anatomic spectrometer test for elemental content. Dr. Amiran feels
that the organic nature of the formula is causing unidentifiable readings. The
group will travel to the lab with all the ingredients to the formula in separate
containers. There they will observe the testing of each individually. Next,
product will be mixed to form the concentrate and test again. Then, dilution of
the concentrate to make the "ready to use" version and


                                       27
<PAGE>


testing will be done in anticipation of either the company or the laboratory
developing an understanding of applying an organic compound to a chemically
designed test protocol. The test of the individual ingredients of the 668
formula yielded the readings which could give the false reading which Dr. Amiran
has suspected was causing the reading 668 has been receiving. We resubmitted a
revised formula on October 21, 2002. Management and all parties concerned are
dedicated to the completion of the process.

         Our development of ULTIMATE ABSORB 1103(TM) has led to our negotiating
the purchase of the patents, formulas, and intellectual property rights. Of
special importance to this agreement is the completion of the
never-before-issued EPA Landfill Stamp approval. ULTIMATE ABSORB 1103(TM)
already meets or exceeds the requirements for EPA (as non-toxic), USDA, FDA, WHO
and California Title 22 approvals. However, the EPA Landfill Stamp allows for
encapsulated and absorbed materials to be deposited in landfills anywhere. On
April 2, 2001, we were notified that Ultimate Absorb 1103(TM) had successfully
passed protocol for stabilized heavy metals in the hazardous materials
containment portion of this testing. No other product has ever completed this
portion of the test protocol. We have introduced the absorbent in South America,
Scandinavia, Europe and in several industries within the U.S. Management has met
and is in negotiations with a large, well established supplier of absorbents.
The negotiations couple Summit's ULTIMATE ABSORB 1103(TM) with an already
established product with national distribution in place at major retailers. The
agreement is currently being negotiated between both parties and details will be
announced, if completed, at a later date. Summit management was scheduled for
line item presentation for Ultimate Absorb(TM) 1103 at Lowe's national
headquarters on September 5, 2002. We were unable to negotiate successfully with
the marketing firm. Therefore, we notified Triple-S to inform Lowe's we would
resubmit at a later date.

         Pannache/Luscious Cosmetics has successfully established test markets
for direct dealer sales and competition group sales, two very high volume
markets. Both test markets demonstrated nearly 100% closing ratios. The profit
margins are greater than any of our other products whether sold wholesale or
direct to the consumer. We have executed an exclusive distribution agreement
with Lady Burd Exclusive Private Label Cosmetics. The Dallas Apparel Mart
Showroom for Lady Burd has been closed. Product and over 3500 customers were
transferred to our new offices which opened May 1, 2002. Sales personnel have
been added in the home office, Dallas, Houston, Sacramento, California, Little
Rock, Arkansas and Boca Raton, Florida, in an effort to begin selling over 100
products in the Lady Burd line now being Private Labeled by Pannache. During May
and June approximately 100 new customers were contacted and sold products from
the new acquisition.

         The new innovative fund raising program featuring Luscious Lips was
kicked off in January selling Luscious Lips through high school drill teams,
cheerleading groups and twirling groups. After attending the Texas Association
of High School Drill Team and Dance Teams we received over 100 high schools
prequalified for both product purchase for their dance team and sales as their
fund raiser. International expansion is also anticipated from trade shows during
2002 which will include Dallas, Italy, Hong Kong and Canada. The International
Congress of Esthetics Southwest show August 24-26, 2002 featured the
introduction of the new line of Lady Burd Cosmetics for Fall 2002. All sales,
customers and distributors from this show will become Summit customers.


                                       28
<PAGE>


         Plans for a 60-second or 120-second info-commercial were put in motion
for Luscious Lips during the fourth quarter of 2001. In January, Pannache and
Thane Distribution Group executed an agreement for Luscious Lips for infomercial
sales. Also, two additional products from the Pannache/Luscious Cosmetics line
have been approved for airing on QVC. The Luscious Dust Brush and Pretty Pout
are currently undergoing dermatological tests and microbial assay testing
requirements for QVC before final programming approval. Tests were completed in
August and September 2002. After completion, we submitted both products for
final QA evaluation and approval.

         On October 10, 2002, Paula Parker and Ms. Jessie Ward went to QVC for
the purpose of completing QVC's required Guest Excellence Seminar. This seminar
prepares the approved company's product representative for QVC's programming
agenda.

         Purchase orders have been received for these products and are scheduled
for programming on December 28, 2002, a day which QVC has scheduled for cosmetic
products presentation for the entire 24 hours.

         The relationship established between QVC, Reliant/Thane, and Pannache
has been established on very positive ground. We are already working on the next
two new product submissions to QVC in January 2003.

         Our future results of operations and the other forward-looking
statements contained in this Outlook involve a number of risks and
uncertainties. Among the factors that could cause actual results to differ
materially are the following: our inability to obtain needed additional capital,
loss of personnel - particularly chief executive officer B. Keith Parker - as a
result of accident or for health reasons, interruptions in the supply of
inventory from manufacturers of the inventory, the development of a competing
fire suppressant by a well-capitalized competitor that either is able to develop
a new product with the same attributes as our fire suppressant or is able to
discover the additives to our fire suppressant that give it its unique and
superior qualities, and an accident involving life or serious bodily harm that
fairly or unfairly would bring into question the safety of using our fire
suppressant products.

ITEM 3. CONTROLS AND PROCEDURES

         Evaluation of disclosure controls and procedures. We maintain controls
and procedures designed to ensure that information required to be disclosed in
this report is recorded, processed, accumulated and communicated to our
management, including our chief executive officer and our chief financial
officer, to allow timely decisions regarding the required disclosure. Within the
90 days prior to the filing date of this report, our management, with the
participation of our chief executive officer and chief financial officer,
carried out an evaluation of the effectiveness of the design and operation of
these disclosure controls and procedures. Our chief executive officer and chief
financial officer concluded, as of fifteen days prior to the filing date of this
report, that these disclosure controls and procedures are effective.

         Changes in internal controls. Subsequent to the date of the above
evaluation, we made no significant changes in our internal controls or in other
factors that could significantly affect these controls, nor did we take any
corrective action, as the evaluation revealed no significant deficiencies or
material weaknesses.



                                       29
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   EXHIBITS

         The following exhibits are filed, by incorporation by reference, as
part of this Form 10-QSB:

     2.1     -    Agreement of Merger of July 14, 1998, between Summit
                  Environmental Corporation, Inc. and Summit Technologies,
                  Inc.**

     3.1     -    Articles of Incorporation of Summit Environmental Corporation,
                  Inc.*

     3.1.1   -    Amendment to Articles of Incorporation of Summit Environmental
                  Corporation, Inc.**

     3.2     -    Bylaws of Summit Environmental Corporation, Inc.*

    10.1     -    1998 Stock Option Plan adopted by Summit Environmental
                  Corporation, Inc.*

    10.3     -    Limited Exclusive Marketing Bilateral Agreement Between
                  Moonlighting Distribution Corporation-USA and Summit
                  Technologies, Inc. (Poder Sexual, Ultimate Stressex and/or
                  Poder 24)*

    10.4     -    Limited Exclusive Marketing Bilateral Agreement among B. Keith
                  Parker, individually and as Chairman of the Board and CEO of
                  Moonlighting Distribution Corporation-USA, d/b/a Moonlighting
                  International, and Summit Technologies, Inc. (FireKare,
                  FIREPOWER 911(TM), Super Cold Fire, and FLAME OUT(R))*

    10.6     -    Exclusive Marketing Bilateral Agreement between Moonlighting
                  Distribution Corporation-USA and Summit Technologies, Inc.
                  (Trim-Away)**

    10.7     -    November 2, 1998 Amendment to April 27, 1998 Letter of Intent
                  between BioGenesis Enterprises, Inc. and Summit Technologies,
                  Inc., and April 27, 1998 Letter of Intent.***

    10.8     -    Asset Purchase Agreement between Lady Burd Exclusive
                  Cosmetics, Inc. and Summit Environmental Corporation, Inc.
                  dated February 2002****

    10.9     -    Distributor Agreement between Lady Burd Exclusive Cosmetics,
                  Inc. and Summit Environmental Corp. Inc. dated May 1, 2002****

      *  Previously filed with Form SB-2; Commission File No. 333-48675
         incorporated herein.

     **  Previously filed with Amendment No. 1 to Form SB-2; Commission File No.
         333-48675 incorporated herein.

    ***  Previously filed with Amendment No. 5 to Form SB-2; Commission File No.
         333-48675 incorporated herein.


                                       30
<PAGE>


   ****  Previously filed with Form 10-QSB 03-31-02; Commission File No.
         333-48675 incorporated herein.

 (b)  FORMS 8-K

      None

                                   SIGNATURES

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


Date:  November 20, 2002              Summit Environmental Corporation, Inc.




                                    By /s/ B. KEITH PARKER
                                       --------------------------------------
                                       B. Keith Parker, Chief Executive Officer


                                       31
<PAGE>


                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

I, B. Keith Parker, Chief Executive Officer of the registrant, certify that:

         1. I have reviewed this quarterly report on Form 10-QSB of Summit
Environmental Corporation, Inc.;

         2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

            a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

            b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

            c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

            a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

            b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and


                                       32
<PAGE>


         6. The registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.




Date:  November 20, 2002


                                          /s/ B. KEITH PARKER
                                          --------------------------------------
                                          B. Keith Parker
                                          Chief Executive Officer


                                       33
<PAGE>


                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

I, Chris Dellinges, Chief Financial Officer of the registrant, certify that:

         1. I have reviewed this quarterly report on Form 10-QSB of Summit
Environmental Corporation, Inc.;

         2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

            a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

            b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

            c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

            a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

            b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and


                                       34
<PAGE>


         6. The registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.




Date:  November 20, 2002


                                            /s/ CHRIS DELLINGES
                                            ------------------------------------
                                            Chris Dellinges
                                            Chief Financial Officer


                                       35
<PAGE>


                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)


         In connection with the accompanying Quarterly Report of Summit
Environmental Corporation, Inc. (the "Company") on Form 10-QSB for the period
ended September 30, 2002 (the "Report"), I, B. Keith Parker, Chief Executive
Officer of the Company, hereby certify that to my knowledge:

         (1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m or Section
78o(d)); and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.




Dated:  November 20, 2002


                                      /s/ B. KEITH PARKER
                                      ------------------------------------------
                                      B. Keith Parker
                                      Chairman and Chief Executive Officer


         The above certification is furnished solely pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) and is not being filed
as part of the Form 10-Q or as a separate disclosure document.


                                       36
<PAGE>


                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)


         In connection with the accompanying Quarterly Report of Summit
Environmental Corporation, Inc. (the "Company") on Form 10-QSB for the period
ended September 30, 2002 (the "Report"), I, Chris Dellinges, Chief Financial
Officer of the Company, hereby certify that to my knowledge:

         (1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m or Section
78o(d)); and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.




Dated: November 20, 2002


                                     /s/ CHRIS DELLINGES
                                     -------------------------------------------
                                     Chris Dellinges
                                     Chief Financial Officer


         The above certification is furnished solely pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) and is not being filed
as part of the Form 10-Q or as a separate disclosure document.


                                       37