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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[X]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
           THE SECURITIES EXCHANGE ACT OF 1934

           FOR THE FISCAL YEAR ENDED JUNE 30, 2001

                                       OR

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

           FOR THE TRANSITION PERIOD FROM         TO
                                          -------    -------

                          COMMISSION FILE NO. 333-89873

                             FIBR-PLAST CORPORATION.
                 (Name of Small Business Issuer in its Charter)

                OKLAHOMA                                73-1543658
         ----------------------                         ----------
         (State or Other Juris-          (I.R.S. Employer Identification number)
         diction of Incorporation
         or Organization)

            3225 S. NORWOOD, SUITE 100, TULSA, OK         74135
            ------------------------------------------------------
            (Address of Principal Executive Offices)    (Zip Code)

Issuer's Telephone Number 918-622-0696


Securities Registered under Section 12(b) of the Exchange Act:

                           None

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

                           None




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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to the filing requirements for at least the past 90 days:

                           YES [ ]                    NO [X]

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

State issuer's revenues for its most recent fiscal year

                           -0-

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such common equity, as of a
specified date within the past 60 days:

                  No public market has ever existed for the issuer's common
                  equity and the issuer made no sales thereof during the past 60
                  days.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

                  11,720,026 shares of Common Stock as of March 15, 2002

If the following documents are incorporated by reference, briefly describe them
and identify the Part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) under the Securities Act of 1933:

                                 Not Applicable

Transitional Small Business Disclosure Format (check one):

                           YES [ ]                    NO [X]



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                                     PART I


ITEM 1. DESCRIPTION OF BUSINESS

         (a) BUSINESS DEVELOPMENT

         We are an Oklahoma corporation formed on April 2, 1998.

         Fibr-Plast, a wood alternative product from recycled, solid waste, post
industrial and consumer materials, was developed by a Canadian company which,
realizing the need for affordable housing worldwide, created a product that
could be made from existing waste materials and be used as a wood alternative in
low cost building products. Our former Vice President, Wayne H. Ford, was an
employee of the Canadian company.

         We have not manufactured or sold any Fibr-Plast. Subsequent to June 30,
2001, our joint venture partner has manufactured and sold limited quantities of
Fibr-Plast used for fencing and shipping crates.

         We are the successor to Urban Resource Technologies, Inc., an Oklahoma
corporation that was formed to engage in the business of manufacturing and
selling Fibr-Plast. Both Urban and us had the same founders. Shortly after Urban
was formed, the founders decided that it would be beneficial to operate under
the name "Fibr-Plast Corporation." In order to effect a name change, rather than
actually change the name of Urban, the founders formed Fibr-Plast Corporation,
an Oklahoma corporation, to carry on Urban's proposed business. We agreed to
issue 413,100 shares of our common stock to Urban's shareholders on a
one-for-one basis. Although Urban incurred approximately $103,000 in start-up
costs, it did not manufacture or sell Fibr-Plast.

         (b) BUSINESS OF ISSUER

         Many landfills in the United States are becoming filled with materials
that consist in significant part of plastics and fibrous materials. The filling
of landfills has become a serious environmental, economic and political problem
in the United States. We believe that much of the plastic and fibrous materials
that otherwise would be deposited in landfills can be obtained at economically
advantageous prices and recycled into Fibr-Plast.

         We believe that Fibr-Plast can be molded into a virtually unlimited
number of shapes, sizes, strengths and densities. We believe that Fibr-Plast is
resistant to termites and other insects, is rot proof, has a high insulation
rating, is relatively sound deadening and can be made in different fire
retardant ratings. In our limited experience, we have found that Fibr-Plast,
unlike wood, will not split or splinter, twist or warp, has no knots, and every
piece can be made virtually identical to each other.



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         We expect that initially Fibr-Plast will be used for the following:

         o        FENCING POSTS - We intend to concentrate our initial
                  production on fencing posts because of a significant potential
                  market and the general ability of the consumer to use fencing
                  posts without regulatory approval or examination.

         o        LANDSCAPE TIES - Landscape ties are widely used as decorative
                  items in both residential and commercial applications. They
                  are available through retail nursery and home improvement
                  outlets.

         o        RAILROAD TIES - The ties will initially be sized specifically
                  for the railroad industry to be used as replacement ties for
                  the conventional creosote treated, toxic ties currently being
                  used. We believe that our railroad ties will have several
                  advantages over the standard wood ties used today because they
                  will be designed to be termite resistant, rot proof and fire
                  resistant. We also believe that our railroad ties can obtain
                  widespread usage in the landscape industry as an alternative
                  for wood retaining walls and similar structures.

         o        ROOF TILE - We believe that the roof tile made of Fibr-Plast
                  can be used for a variety of buildings, including homes and
                  multipurpose outbuildings. Flame-retardants will be added
                  during the manufacturing process to comply with regulatory
                  standards. We expect to produce several grades and styles of
                  roof tile, distinguishable by the amount of flame retardant
                  used and the level of finish and color needed to produce
                  desired "curb appeal." Styles will include corrugated tiles,
                  shakes, and barrel tiles.

         o        STACKING LOG PROFILES - The logs can be manufactured and cut
                  into a variety of lengths to accommodate the end user and
                  project. The logs will be designed to stack on top of each
                  other with notches cut at the ends to allow the system to
                  interlock together. If desired, they can be further secured by
                  nails, screws or glue. Subject to compliance with building
                  codes, we believe that walls can be made up to ten feet in
                  length and door and window headers can be made up to three
                  feet in length without additional structural support.

         o        ALTERNATIVE LUMBER - We intend to produce Fibr-Plast boards in
                  various lengths up to ten feet. The boards will be able to be
                  sawed, screwed, nailed, glued, routed, sanded, patched and
                  painted.

         Because the selection of actual products that we intend to manufacture
will be dictated by the demand for those products, we do not now know which
products we will initially produce. We believe however, that it is likely that
our initial production will consist of fencing posts and landscape ties. We
intend to produce other products only if we encounter sufficient demand for
them.



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         We believe that Fibr-Plast can also be used for the manufacture of:

         o        pallets for the shipping and storage industries

         o        doweling for the pallet industry

         o        dunnage boards for the lumber industry

         o        sound barrier walls for the transportation industry

         o        retaining walls for the construction industry

         o        decking materials

         We anticipate that most potential purchasers of Fibr-Plast products
will subject the products to strenuous testing before placing any meaningful
orders with us. We cannot assure you that any potential customer of Fibr-Plast
products will purchase any of the products after the conclusion of testing.

         Because Fibr-Plast has only been used in small amounts for a relatively
short period of time, we cannot be sure that Fibr-Plast will maintain its
initial strength and other qualities for an extended period of time. If through
testing or experience, Fibr-Plast is found to not withstand the elements and
stresses imposed on it by nature and through use, unless we can adequately
improve Fibr-Plast at a reasonable cost, our business, operations and financial
condition will be adversely affected. Because of our limited resources and our
present inability to manufacture Fibr-Plast, neither our prospective customers
nor we have been able to conduct testing sufficient to determine the endurance
or any other characteristic of Fibr-Plast.

         Because Fibr-Plast cannot obtain widespread acceptance as a building
material unless it meets local and regional building codes, we cannot assure you
that Fibr-Plast will ever be accepted for construction use.

         o        Local and regional building codes provide strict standards for
                  the types of building materials for which we intend Fibr-Plast
                  to be utilized.

         o        We have not submitted Fibr-Plast to any code enforcement
                  agency.

         o        If we cannot obtain widespread acceptance from code
                  enforcement agencies for Fibr-Plast, you can expect to lose
                  all or a substantial portion of your investment in our common
                  stock.

         Because our ability to sell meaningful amounts of Fibr-Plast is
dependent, in part, upon the continued or increased levels of demand for
building materials, we could be adversely affected by a downturn in the building
industry which has been both a cyclical and volatile industry. A decrease in the
number of building starts could result in a material downturn in the building
industry that would have a material adverse effect on our business, results of
operations and financial condition.

         Because Fibr-Plast is not patentable and neither Fibr-Plast nor its
general manufacturing process is proprietary, we cannot assure you that others
have not or will not manufacture and sell the same or substantially the same
product.



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         We will not be able to manufacture Fibr-Plast unless we can obtain
substantial capital. We have received no commitments for capital from others and
have not sold any of the 5,000,000 shares of our common stock that we registered
with the Securities and Exchange Commission in July 2001 for public sale at
$2.00 per share. There can be no assurance that we will ever obtain any capital.

         On August 29, 2000 we entered into an agreement with Samuel Slavens and
Inland Island, Inc., an Oklahoma corporation controlled by Mr. Slavens. Mr.
Slavens and Inland Island are collectively referred to in this Annual Report as
the "Slavens Group." The purpose of the agreement was the creation of a joint
venture between the Slavens Group and us. In order to accomplish the joint
venture, TJS Plastics, Inc. was formed as an Oklahoma corporation. We own half
of the outstanding common stock of TJS and the Slavens Group owns the other
half. The Slavens Group and we have agreed to significant restrictions relating
to the sale, transfer, encumbrance or other disposition of the outstanding
shares of TJS. The Board of Directors of TJS consists of our Executive
Vice-President, our Senior Vice President, Mr. Slavens and a designee of Mr.
Slavens. We do not intend to use any proceeds from the sale of the shares in
connection with the joint venture.

         The Slavens Group agreed to invest sufficient funds, in the opinion of
the Board of Directors of TJS, to purchase the equipment necessary to produce
Fibr-Plast. The Slavens Group also agreed to purchase a building suitable for a
plant for the manufacture of Fibr-Plast and to make the necessary down payment.
Mr. Slavens has advised us that Inland Island purchased a building in Tulsa,
Oklahoma for that purpose for $235,000 and paid a down payment of $20,000. The
Slavens Group has also advised us that it obtained a loan of $245,000 the
proceeds of which were used in the plant facility.

         TJS does not intend to use a specialized mixer-extruder in its plant
because of cost considerations. Instead, we have paid $10,000 to the Slavens
Group for molds. We have also agreed to license the name "Fibr-Plast" to TJS and
to disclose our technology to TJS and the Slavens Group. We have agreed to
market and sell Fibr-Plast products for TJS although the terms and conditions of
the marketing arrangements have not yet been determined.

         We initially agreed that after the Slavens Group completed and equipped
the manufacturing facility, we would issue 300,000 shares of our common stock to
the Slavens Group plus an additional 300,000 shares one year later if, at that
time, the Slavens Group has continued to comply with the terms of our agreement.
Because the Slavens Group had undertaken and performed certain responsibilities
not contemplated in our agreement with it, in April, 2001 we issued the full
amount of 600,000 shares to the Slavens Group. We also agreed to issue options
to the Slavens Group which would permit it to purchase up to 250,000 shares of
our common stock at $.25 per share for a period of three years subject to
continued compliance by the Slavens Group with the terms of our agreement.

         On December 12, 2001 we entered into a written amendment to the
original agreement. The amendment provided that the Slavens Group would receive
300,000 shares rather than the 600,000 shares originally agreed upon. In
addition, instead of the options for 250,000 shares, we



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agreed to issue options to the Slavens Group which would permit it to purchase
up to 300,000 shares of our common stock at $1.00 per share to be issued within
24 months after TJS has first had three consecutive months of positive earnings.
In the amendment, the Slavens Group agreed to transfer all of the assets,
subject to the liabilities, of the manufacturing facility to TJS. The transfer
of the assets has not yet occurred. At the time of the amendment, the Slavens
Group advised us that the liabilities were approximately $550,000. Although not
our intent, the amendment can be interpreted to constitute our agreement to be
jointly liable with TJS to certain creditors of TJS for liabilities of
approximately $600,000. At the time of the amendment, we paid the Slavens Group
$30,000 and agreed to pay an additional $70,000 not later than September 1,
2002. We are attempting to obtain written acknowledgement from the Slavens Group
confirming that we have not agreed to joint liability.

         TJS has agreed to make mortgage payments on the building of $1,909 per
month. If, however, TJS is unable to do so, then the Slavens Group has agreed to
make payments and TJS shall be obligated to reimburse the Slavens Group. To the
extent that TJS makes mortgage payments, it shall receive an equitable interest
in the building. To the extent that TJS has available cash, it will use 70% of
its cash to reimburse the Slavens Group for all expenditures it makes on behalf
of TJS including the purchase of equipment. We are unaware of the financial
resources, if any, of the Slavens Group. Therefore, we have only the assurance
of Mr. Slavens that the Slavens Group has sufficient resources to comply with
our agreement.

         The Slavens Group, under the supervision of the Board of Directors of
TJS, will manage and direct manufacturing functions and, in the future, may be
compensated for its services.

         During the term of the joint venture with the Slavens Group and for two
years after the term, the Slavens Group may not make any products from
Fibr-Plast using our technology.

         In the event that we and the Slavens Group cannot agree upon the
management and operation of TJS, each of the parties has certain rights to
purchase the other party's shares of TJS at fair market value.

         The Slavens Group is negotiating with a bank for a loan to TJS of up to
$1,500,000 to be secured by the assets of TJS. If the loan is granted, we intend
to guaranty TJS's obligation to repay the loan. There can be no assurance that
any loan will be granted on terms acceptable to TJS, if at all.

RAW MATERIALS

         Fibr-Plast will consist of fibrous materials and plastics. The relative
amounts will be based on density and strength requirements of the finished
product. Substantially all the Fibr-Plast that has been manufactured by our
joint venture has not contained any fibrous materials. We plan to manufacture
Fibr-Plast from post industrial and consumer waste materials. No virgin
materials will be used.



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         We believe that virtually any form of plastic is suitable for the
manufacture of Fibr-Plast, even contaminated plastics, such as plastic
containers, that originally contained oil and detergents.

         We believe that because of the high temperatures utilized during the
manufacturing process, we can use the containers without any special handling or
decontamination. Furthermore, we believe that there is an abundance of these
plastic containers, with relatively little demand. We also intend to use
polystyrene, the material used in styrofoam cups and dishes, which is virtually
nonbiodegradable.

         Fibrous materials act as the "glue" in holding the product together.
The fibrous materials, which we intend to use, consist of the following:

         o        newspapers

         o        books

         o        magazines

         o        paper

         o        telephone books

         o        cardboard

         o        carpet

         o        nylon fluff (a byproduct of the tire recycling industry)

         o        sludge from paper mills

         According to a 1995 EPA Waste Characterization Report, paper was the
largest category in U.S. municipal solid waste systems, representing
approximately 39 percent of waste generated before recycling and approximately
33 percent of waste disposed in landfills. According to Resource Recycling, over
12 million tons of scrap paper are generated each year by office workers in the
U.S., or the equivalent of 135 sheets of paper per employee per day.

         We believe that the recyclable raw materials will be readily available
to us through existing recycling programs. In addition, we intend to establish
our own programs with major producers of waste in areas where our plants are to
be located. It is likely, however, that as more uses are developed for recycled
materials, prices will rise and availability will decrease. Those circumstances
can be expected to adversely affect our business, financial condition and
results of operations.



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MANUFACTURING

         When the recycled raw materials arrive at a Fibr-Plast plant, they will
be unloaded and separated, if necessary. They will then be loaded onto two
separate conveyor belts by forklift. One belt will be used for fibrous materials
and the other for plastics. The materials will be granulated and the plastics
will also be shredded. After we confirm the quality of the processing, we will
deposit the pieces into separate storage silos. When we are ready for
production, we will deposit the pieces in production feed silos and weigh them
to determine the ratio of fiber to plastic. The ratios will be adjusted for
strength and density. The materials will then be dumped into a crammer feed
auger. Optional ingredients can be added, such as fire retardants, colors and
U/V agents to meet the requirements of the particular customer. The mixture will
then be sent to a high-speed blender that will mechanically mix and plasticize
the mixture before sending it to an extruder. The extruder will pump the
material through a molding mechanism. The finished product will then be moved
onto a slow moving cooling conveyor where the pliable end product will be cooled
and stabilized or molded into the appropriate shape.

         We believe that a plant to manufacture Fibr-Plast can become
operational within ninety days after we have acquired the necessary machinery
and equipment. We have assumed that we will be able to obtain all permits
required to open and operate the plant during that time. If that process
requires more time than we anticipate, our proposed business will be adversely
affected.

         Other than a specialized mixer-extruder, we believe that all machinery
and equipment necessary to manufacture Fibr-Plast is and will continue to be
readily available. The specialized mixer-extruder, which is the subject of our
patent, can be constructed to our specifications from readily available parts.
We do not believe we will encounter any significant difficulty in obtaining the
specialized mixer-extruder for the price we have allocated or during the time
period that we have projected. Initially, we plan to utilize readily available
conventional molds rather than the specialized mixer-extruder.

         In the event that we are unable to use the specialized mixer-extruder,
we will use conventional molds and an automated assembly line. If we use
conventional molds, we will require more physical space and manpower to
manufacture Fibr-Plast and have less control over its density.

         Because we have never manufactured Fibr-Plast and the Canadian company
only manufactured limited quantities of Fibr-Plast, we cannot assure you that
Fibr-Plast can be produced in relatively large quantities on an economical basis
or without significant quality control problems. We may encounter quality
control or other unanticipated production problems, delays and costs when we
begin the manufacturing process. Unless we can economically and timely
manufacture Fibr-Plast in relatively large quantities, you can expect to lose
your investment in our common stock.



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INTELLECTUAL PROPERTY

         Fibr-Plast is not patentable. Neither Fibr-Plast nor its general
manufacturing process is proprietary.

         Prior to entering into discussions with third parties regarding our
technology, we intend to require them to enter into a confidentiality agreement.
We cannot assure you that this measure will provide adequate protection for our
intellectual property.

         In December 1998 we filed a patent application entitled "Method and
Apparatus for Extruding Shape Products from Recycled Plastic Materials." The
claims in the application relate to a mixer-extruder of the type designed to
mix, heat and extrude a mix of shredded plastic materials and shredded fibrous
materials. The inventive features of the claims involve the method of operation
whereby the mixer-extruder can produce the desired continuous beam.

         In March 2000 we received a letter from the attorneys for an inventor
unrelated to us claiming to hold a patent on the mixer-extruder that is the
subject of our patent application. We believe that if a viable product could be
produced under that inventor's patent, the use of our patent would probably be
an infringement. Although we were aware of the inventor's patent, Mr. Ford had
advised us that the process and apparatus of that patent did not work because no
viable product could be produced. We were advised by our intellectual property
counsel that under those circumstances, the inventor's patent would not be
operative. We have not verified Mr. Ford's advice to us.

         In February 2001 our patent was issued. We cannot assure you that our
patent in connection with our mixer-extruder design will be valid or not
successfully challenged by others.

         Although we do not believe that our ability to utilize the
mixer-extruder is critical to our success, if we cannot use the mixer-extruder
our projected production costs will increase and we will have less control over
the qualities of the finished product.

         Because of our limited resources, we may be unable to protect our
patent or to challenge others who may infringe upon our patent. Because many
holders of patents in the building material industry have substantially greater
resources than we do and patent litigation is very expensive, we may not have
the resources necessary to challenge successfully the validity of patents held
by others or withstand claims of infringement or challenges to any patent we may
obtain. Even if we prevail, the cost of litigation could have a material adverse
effect on us.

         Because building products and their related manufacturing processes are
covered by a large number of patents and patent applications in the United
States remain confidential until a patent is issued, infringement actions may be
instituted against us if we use or are suspected of using technology, processes
or other subject matter that is claimed under patents of others. An adverse
outcome in any future patent dispute could subject us to significant liabilities
to third-parties, require disputed rights to be licensed or require us to cease
using the infringed technology.


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         If we infringe patents or proprietary rights of others, we may be
required to modify the composition of Fibr-Plast or the method of manufacture or
obtain a license. We may not be able to adequately modify the design or obtain a
license on terms not unfavorable to us, if at all.

         In July 2000, a Notice of Allowance was issued by the U.S. Patent and
Trademark Office for a trademark for the trade name "Fibr-Plast." We have filed
a Statement of Use with the U.S. Patent and Trademark Office and we are awaiting
receipt of the registration of the trademark.

         Because trade secrets and other means of protection that we may rely on
may not adequately protect us, our intellectual property may become available to
others. We will rely on trade secrets, copyright law, employee and third-party
nondisclosure agreements and other protective measures to protect some of our
intellectual property. These measures may not provide meaningful protection to
us.

         The laws of many foreign countries do not protect intellectual property
rights to the same extent as do the laws of the United States, if at all.

MARKETING

         We intend to market Fibr-Plast through independent sales
representatives. The representatives will receive commissions based upon the
amount of sales made by them. Although we have had preliminary discussions with
potential sales representatives, we cannot assure you that we can retain
suitable sales representatives on commercially reasonable terms.

         We intend to develop strong brand awareness for Fibr-Plast. If,
however, we cannot develop and then increase brand awareness for Fibr-Plast, we
will not be successful.

COMPETITION

         We expect to encounter intense competition in virtually all of our
proposed products from both large and small producers. Competing companies will
include producers of wood products as well as wood substitutes. Substantially
all manufacturers of products that will compete with Fibr-Plast have
substantially greater financial resources than we do. Because most of our
proposed products will essentially be commodities, we expect intense price
competition, particularly in periods of excess supply. Intense competitive
pressures could have a material adverse effect on our proposed business.



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         Companies with substantially larger expertise and resources than those
available to us may develop or market new, similar or identical products that
directly compete with Fibr-Plast. Because the technologies utilized by the
building materials industry are rapidly changing, competitors may develop
technologies or products that render Fibr-Plast less marketable or obsolete. If
we are unable to continually enhance and improve our product and to develop or
acquire and market new products, we may be unable to compete with others. We may
not be able to successfully enhance any product or develop or acquire new
products primarily because of our limited resources.

         Limitations due to the number of vendors and others willing to deal
with an entity of our small size and the terms on which we may be able to obtain
raw materials could place us at a competitive disadvantage. In addition,
companies with substantially larger expertise and resources than those available
to us may develop or market new products that directly compete with Fibr-Plast.

         We expect to compete primarily with producers of timber. The supply of
timber is significantly affected by land use management policies of the United
States government, which in recent years has limited and is likely to continue
to limit the amount of timber offered for sale by certain United States
government agencies. Any change of government land use management policies that
substantially increases sales of timber by United States government agencies
could significantly reduce prices for logs, lumber, and other forest products.
The demand for logs and manufactured wood products also has been, and in the
future can be expected to be, subject to cyclical fluctuations. The demand for
logs and manufactured wood products is primarily affected by the level of
housing starts, repair and remodeling activity, industrial wood product use,
competition from non-wood products, and the demand for pulp and paper products.
These factors are subject to fluctuations due to changes in economic conditions,
interest rates, population growth, weather conditions, competitive pressures,
and other factors.

ENVIRONMENTAL REGULATION

         Our proposed manufacturing operations will be subject to federal, state
and local environmental laws and regulations, including laws relating to water,
air, solid waste and hazardous substances. If we fail to comply with these
requirements, we may incur significant costs, civil and criminal penalties, and
liabilities. We intend to maintain an environmental compliance program and
periodically conduct internal environmental compliance reviews of our
facilities.

         Environmental laws and regulations have changed substantially and
rapidly and we anticipate there will be continuing changes in the future. The
trend in environmental regulation is to place more restrictions and limitations
on activities that may affect the environment, such as emissions of pollutants
and the generation and disposal of wastes. Strict environmental restrictions and
limitations can result in increased operating costs. Existing or future
environmental laws and regulations, administrative proceedings or judicial
actions may adversely affect us.



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         We do not believe that our proposed facilities will emit any regulated
substances. If, however, regulated substances are emitted that are subject to
the requirements of the federal Clean Air Act, as amended, and comparable state
statutes, we will be required to obtain federal operating permits under Title V
of the 1990 Clean Air Act Amendments. Title V requires that major industrial
sources of air pollution obtain federally enforceable permits which contain all
of the applicable air quality restrictions for the facility.

         The federal Clean Water Act and comparable state statutes regulate
discharges of process wastewater and requires National Pollutant Discharge
Elimination System permits for discharges of industrial wastewater and storm
water into regulated public waters.

         Compliance with air emissions and water discharge regulations may
require us to spend material amounts of capital to maintain compliance.

         The handling and disposal of certain waste products are subject to
federal and state laws, including the Resource Conservation and Recovery Act,
the Comprehensive Environmental Response, Compensation and Liability Act, also
known as "Superfund," and comparable state laws. The Comprehensive Environmental
act imposes liability, without regard to fault or the legality of the original
act, on certain classes of persons that contribute to a release or threatened
release of a hazardous substance into the environment. These persons include all
owners or operators of a site at which a release or threatened release occurs,
as well as any person who disposed of, or arranged for disposal of, hazardous
substances at the site.

         Our operations will be subject to the requirements of the federal
Occupational Safety and Health Act and comparable state statutes relating to the
health and safety of employees.

EMPLOYEES

         Our executive officers are our sole employees.

         During the first year of operation of each of our proposed full size
manufacturing plants, we expect to hire approximately 41 employees who will be
located in the plant. The employees will consist of a plant manager, 36
additional production personnel and 4 office personnel. We anticipate that the
annual compensation for all such employees will be approximately $895,760. We
believe that each small plant will require approximately 20 employees during the
first year of operation at an annual compensation of approximately $470,000. In
addition, during the one-year period beginning at the time that we receive the
proceeds of this offering, we intend to hire approximately 7 employees who will
be engaged in management and corporate support positions and whose annual
compensation will be approximately $185,000.

         We believe that we can attract qualified personnel on terms acceptable
to us. Because, however, of our limited resources and developmental stage, our
ability to attract, retain and motivate highly skilled employees is limited.
Furthermore, competition for personnel in our industry is intense. We may,
therefore, not be able to retain key employees or attract, assimilate or retain
other highly qualified employees in the future. Because of our limited
resources, we



                                       13
<PAGE>

may not be able to compensate our employees at the same level as do our
competitors. If we do not succeed in attracting new and qualified personnel, our
business will be adversely affected.

                           FORWARD-LOOKING STATEMENTS

         Many statements made in this Annual Report are "forward-looking
statements." These forward-looking statements include statements about:

         o        our ability to manufacture and distribute Fibr-Plast

         o        our capital needs

         o        the costs of manufacturing plants

         o        the qualities of Fibr-Plast

         o        potential uses of Fibr-Plast

         o        the competitiveness of the business in our industry

         o        our strategies

         o        other statements that are not historical facts

         When used in this Annual Report, the words "anticipate," "believe,"
"expect," "estimate," "intend" and similar expressions are generally intended to
identify forward-looking statements. Because these forward-looking statements
involve risks and uncertainties, there are important factors that could cause
our actual results to differ materially from those expressed or implied by these
forward-looking statements, including:

         o        changes in general economic and business conditions

         o        actions of our competitors

         o        the extent to which we are able to develop new markets for
                  Fibr-Plast

         o        the time and expense involved in development activities

         o        the level of demand and market acceptance of our services

         o        changes in our business strategies

         o        other factors discussed in elsewhere in this Annual Report

         The forward-looking statements in this Annual Report reflect what we
currently anticipate will happen. What actually happens could differ materially
from what we currently anticipate will happen. We are not promising to make any
public announcement when we think forward-looking statements in this prospectus
are no longer accurate whether as a result of new information, what actually
happens in the future or for any other reason.

ITEM 2. DESCRIPTION OF PROPERTY

         Our intellectual property is described in Item 1 above. Our offices are
located in Tulsa, Oklahoma where we lease approximately 2,000 square feet of
office space on a month-to-month basis. We believe other office space is and
will continue to be available on commercially reasonable terms.



                                       14
<PAGE>

         In March 2002 we purchased certain hoppers, granulators, processors and
other equipment from an unaffiliated company. The purchase price consisted of
300,000 shares of our common stock and an option to purchase up to 100,000
additional shares at $2.00 per share on or before March 31, 2003. We intend to
use the equipment in our first proposed plant.

ITEM 3. LEGAL PROCEEDINGS

         There are no material pending or threatened legal proceedings to which
we are a party or of which any of our property is the subject or to our
knowledge, any proceedings contemplated by governmental authorities. We do not
have any subsidiaries.

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

         Not applicable.



                                       15
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         I.       (a)      MARKET INFORMATION

                           There has never been a public trading market for our
                           common equity.

                  (b)      On March 15, 2002, our common stock was held by
                           approximately 650 holders of record.

                  (c)      We have never paid any cash dividends on our common
                           stock and have no intention of paying cash dividends
                           in the foreseeable future. We intend to retain any
                           earnings we may realize to finance our future growth.
                           In the event that we guaranty the obligation of TJS
                           to repay a proposed loan as described in Item 1.
                           above, we anticipate that the lender will require
                           that we not pay dividends until the loan has been
                           fully repaid.

         II.      RECENT SALES OF UNREGISTERED SECURITIES; USES OF PROCEEDS FROM
                  REGISTERED SECURITIES

                  (a)      Reference is made to the response to Item 1 of this
                           Annual Report with respect to securities sold to the
                           Slavens Group.

                           During the fiscal year ended June 30, 2001, we sold
                           an aggregate of 1,670,500 shares of our common stock
                           at $.25 per share.

                  (b)      No principal underwriters were utilized in connection
                           with the above described sales. The sales of
                           1,670,500 shares were made to approximately 225
                           private investors.

                  (c)      The consideration is described above.

                  (d)      We claimed exemption from registration pursuant to
                           the exemptions provided by Section 3(b) of the
                           Securities Act of 1933 and Rule 504 thereunder and/or
                           Section 4(2) of the Securities Act of 1933, inasmuch
                           as we believe that no public offering was involved.



                                       16
<PAGE>

                  (e)

                           (1)      Our Securities Act registration statement,
                                    file no. 333-89873, became effective on July
                                    13, 2001.

                           (2)      Our offering commenced on or about July 13,
                                    2001.

                           (3)      The offering did not terminate before any
                                    securities were sold although we must file a
                                    Post-Effective Amendment to our registration
                                    statement prior to the time we may resume
                                    our offering.

                                    (i)      The offering did not terminate.

                                    (ii)     There has been no managing
                                             underwriter(s).

                                    (iii)    5,000,000 shares of common stock
                                             were registered.

                                    (iv)     No class of securities (other than
                                             a class of securities into which a
                                             class of convertible securities
                                             registered may be converted without
                                             additional payment to us) was
                                             registered.

                                    (v)      From the effective date of the
                                             Securities Act registration
                                             statement to June 30, 2001, the
                                             amount of expenses incurred for our
                                             account in connection with the
                                             proposed issuance and distribution
                                             of the securities registered for
                                             underwriting discounts and
                                             commissions, finders' fees,
                                             expenses paid to or for
                                             underwriters, other expenses and
                                             total expenses was approximately
                                             $110,000. Of the foregoing, no
                                             payments, either direct or indirect
                                             payments, were made to our
                                             directors, officers or their
                                             associates; no payments were made
                                             to persons owning ten percent or
                                             more of any class of our equity
                                             securities; and no payments were
                                             made to our other affiliates; and
                                             $110,000 was paid as direct or
                                             indirect payments to others.

                                    (vi)     We have not obtained any net
                                             offering proceeds.

                                    (vii)    We have not obtained any net
                                             offering proceeds and, therefore,
                                             did not use any net offering
                                             proceeds for construction of plant,
                                             building and facilities; purchase
                                             and installation of machinery and
                                             equipment; purchases of real
                                             estate; acquisition of other
                                             business (es); repayment of
                                             indebtedness; working capital;
                                             temporary investments; or any other
                                             purpose.

                                    (viii)   Not applicable.



                                       17
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

MANAGEMENT'S PLAN OF OPERATION

The following should be read in conjunction with our financial statements and
the related notes that appear elsewhere in this Annual Report. The discussion
contains forward-looking statements that reflect our plans, estimates and
beliefs. Our actual results could differ materially from those discussed in the
forward-looking statements. Factors that could cause or contribute to these
differences include, but are not limited to, those discussed below and elsewhere
in this Annual Report.

Our plan of operation is dependant in substantial part upon the sale of a
minimum of 1,000,000 shares of common stock that we registered with the SEC.
Although we registered 5,000,000 shares for sale at $2.00 per share, we have not
sold any of the shares. We intend to shortly amend our registration statement so
that we may resume our offering at $2.00 per share.

If we are able to sell at least 1,000,000 shares at $2.00 per share, our plan of
operation during the 12 months after our receipt of the net proceeds of the
offering is dependent upon the number of shares sold in the offering. If
5,000,000 shares are sold, we intend to open and operate two Fibr-Plast plants,
each of which will be capable of producing approximately 5,000 pounds of
Fibr-Plast per hour. If at least 2,500,000 shares but less than 5,000,000 shares
are sold, we intend to open and operate one such plant. If less than 2,500,000
shares but at least 1,000,000 shares are sold we intend to open and operate a
small Fibr-Plast manufacturing plant. We believe that the small plant will only
be capable of manufacturing approximately 500 pounds of Fibr-Plast per hour. The
plant will be used primarily to attract additional investors or joint venture
participants and to produce a limited quantity of Fibr-Plast in an effort to
gain brand recognition and market acceptance of Fibr-Plast. We do not expect to
realize a significant profit, if any, if all our production is manufactured in
the small plant. Although we have not determined the geographic area in which
any of our plants will be located, we anticipate that during a six-month period,
we can determine the location of our first plant, negotiate a suitable lease and
acquire and install the necessary equipment and begin production. We anticipate
that our cash expenditures for those purposes will be approximately $1,952,500
for one large plant or $205,000 for a small plant. During the six-month period,
we intend to spend approximately $5,000 to locate sources of suitable quantities
of the raw materials needed for production and retain sales representatives to
sell our finished product. Subject to the availability of sufficient capital, we
intend to open a second large plant within six months after the opening of our
first plant at a similar cost.

We cannot now predict the degree of initial and continuing production, supply
and sales problems, if any, that we may incur, and we cannot assure you of the
accuracy of our timetable. Because our plan of operation is flexible, we expect
that if we sell at least 1,000,000 shares at $2.00 per share, the net proceeds
will satisfy our cash requirements for the 12 months after our receipt of the
proceeds.

If our public offering of our shares is unsuccessful, we will attempt to obtain
necessary capital from other sources.

Until we receive sufficient capital to operate our own plants, all production
will continue to be made through our joint venture.



                                       18
<PAGE>

ITEM 7. FINANCIAL STATEMENTS

                                    CONTENTS


<Table>
<S>                                                                                               <C>
Independent Auditors' Report......................................................................F-1

Balance Sheets....................................................................................F-2

Statements of Operations..........................................................................F-3

Statements of Cash Flows..........................................................................F-4

Statement of Stockholders' Deficiency.............................................................F-5

Notes to Financial Statements.....................................................................F-6
</Table>



<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
of Fibr-Plast Corporation

We have audited the accompanying balance sheet of Fibr-Plast Corporation, a
Development Stage Company, as of June 30, 2001, and the related statements of
operations, cash flows and stockholders' equity for the years ended June 30,
2001 and 2000, and for the period from inception, April 2, 1998, to June 30,
2001. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Fibr-Plast Corporation as of
June 30, 2001, and the results of its operations and its cash flows for each of
the two years in the period then ended and the period from inception, April 2,
1998 to June 30, 2001, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 8 to the
financial statements, the Company has experienced significant losses during the
development stage and has limited resources necessary to continue in operations.
These conditions raise substantial doubt about its ability to continue as a
going concern. Management's plans regarding those matters are also described in
Note 8. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

/s/ TULLIUS TAYLOR SARTAIN & SARTAIN LLP

Tulsa, Oklahoma
October 19, 2001
(February 25, 2002 as to Note 3)



                                                                             F-1
<PAGE>

                             FIBR-PLAST CORPORATION
                          (A Development Stage Company)

                                  BALANCE SHEET


<Table>
<Caption>
                                                                         June 30,
                                                                           2001
                                                                       ------------
<S>                                                                    <C>
ASSETS
Current assets:
   Cash                                                                $      7,648
   Prepaid expense                                                           10,687
                                                                       ------------
Total current assets                                                         18,335

Certificate of Deposit                                                       30,000
Investment in joint venture                                                 160,000
Property and equipment, net                                                  12,570
Accounts receivable - related parties                                         7,167
Fibr-Plast patent, at cost                                                    5,702
Deposits                                                                      5,000
Other assets                                                                 16,922
                                                                       ------------

Total assets                                                           $    255,696
                                                                       ============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
   Accounts payable                                                    $     37,434
   Accrued liabilities                                                       72,572
   Current portion of note payable                                            9,559
   Notes payable - related party                                             12,908
                                                                       ------------
Total current liabilities                                                   132,473

Note payable - bank                                                          17,394
                                                                       ------------

Total liabilities                                                           149,867

Common stock issued subject to rescission                                 1,153,069

Stockholders' deficiency:
   Common stock - par value $.00002; 25,000,000 shares authorized;
     11,524,026 and 11,153,546 shares issued including 4,706,026 and
     3,035,546 shares subject to rescission                                     136
   Additional paid-in capital                                               237,818
   Deficit accumulated during the development stage                      (1,285,194)
                                                                       ------------
Total stockholders' deficiency                                           (1,047,240)
                                                                       ------------

Total liabilities and stockholders' deficiency                         $    255,696
                                                                       ============
</Table>



                       See notes to financial statements.
                                                                             F-2
<PAGE>

                             FIBR-PLAST CORPORATION
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS

                       Years ended June 30, 2001 and 2000,
       and for the Period from Inception (April 2, 1998) to June 30, 2001


<Table>
<Caption>
                                                                 From inception
                                   Year ended June 30,         (April 2, 1998) to
                               ----------------------------         June 30,
                                   2001            2000               2001
                               ------------    ------------    ------------------
<S>                            <C>             <C>                <C>
Interest income                $        812    $         --       $        812

Expenses:
    General and
    administrative expenses         391,013         484,938          1,286,006
                               ------------    ------------       ------------

Net loss                       $   (390,201)   $   (484,938)      $ (1,285,194)
                               ============    ============       ============

Weighted average shares
    outstanding,
    including shares subject
    to rescission                11,756,383      10,641,303         10,020,343
                               ============    ============       ============

Net loss per share,
    basic and diluted          $       (.03)   $       (.05)      $       (.13)
                               ============    ============       ============
</Table>



                       See notes to financial statements.
                                                                             F-3
<PAGE>

                             FIBR-PLAST CORPORATION
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS

                       Years ended June 30, 2001 and 2000,
       and for the Period from Inception (April 2, 1998) to June 30, 2001

<Table>
<Caption>
                                                                                From inception
                                                   Year ended June 30,        (April 2, 1998) to
                                              ----------------------------      June 30,
                                                  2001            2000            2001
                                              ------------    ------------    ------------------
<S>                                           <C>             <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                      $   (390,201)   $   (484,938)      $ (1,285,194)
Depreciation and amortization                        2,730           4,504              7,234
Contribution of services                            25,000          62,834            156,584
Changes in:
   Accounts receivable                              12,145          52,208             (7,167)
   Prepaid expense                                 (10,687)             --            (10,687)
   Deferred offering expense                            --          13,000             13,000
   Accrued liabilities                             (40,511)         13,084             72,573
   Accounts payable                                 14,315          20,811             37,434
   Other assets                                    (16,922)             --            (16,922)
                                              ------------    ------------       ------------

Net cash used in
   operating activities                           (404,131)       (318,497)        (1,033,145)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of certificate of deposit                 (30,000)             --            (30,000)
Investment in joint venture                        (10,000)             --            (10,000)
Purchase of property and equipment                      --          (8,116)           (18,034)
Fibr-Plast patent cost                                  --          (1,300)            (7,472)
Deposits                                            (5,000)             --             (5,000)
                                              ------------    ------------       ------------

Net cash used in investing activities              (45,000)         (9,416)           (70,506)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sales of common stock                423,235         314,580          1,084,438
Offering expense                                        --              --            (13,000)
Proceeds from notes payable                         35,500                             42,908
Payments on note payable                            (3,047)             --             (3,047)
                                              ------------    ------------       ------------

Net cash provided by financing activities          455,688         314,580          1,111,299
                                              ------------    ------------       ------------

Increase (decrease) in cash                          6,557         (13,333)             7,648

Cash, beginning of period                            1,091          14,424                 --
                                              ------------    ------------       ------------

Cash, end of period                           $      7,648    $      1,091       $      7,648
                                              ============    ============       ============

NON-CASH INVESTING AND FINANCING ACTIVITIES
Issuance of common stock for investment
  in joint venture                            $    150,000    $         --       $    150,000
                                              ============    ============       ============
</Table>



                       See notes to financial statements.
                                                                             F-4
<PAGE>

                             FIBR-PLAST CORPORATION
                          (A Development Stage Company)

                      STATEMENT OF STOCKHOLDERS' DEFICIENCY

       For the Period from Inception (April 2, 1998) to December 31, 2001

<Table>
<Caption>
                                                                                  Deficit
                                                                                Accumulated
                                                    Common        Additional     During the
                                 Common stock       stock          Paid-in      Development
                                    Shares*         Amount         Capital         Stage             Total
                                 ------------    ------------    ------------   ------------    ------------
<S>                              <C>             <C>             <C>            <C>             <C>
Issuance of shares to founders            240    $        120    $         --   $         --    $        120
Issuance of shares to Urban
   stockholders                       413,100              --              --             --              --

Net loss                                   --              --              --       (119,175)       (119,175)
                                 ------------    ------------    ------------   ------------    ------------

Balance June 30, 1998                 413,340             120              --       (119,175)       (119,055)

Issuance of shares to founders
   and affiliate                    7,999,760              40              --             --              40

Sale of common stock                1,364,126              --              --             --              --

Net loss                                   --              --              --       (290,880)       (290,880)
                                 ------------    ------------    ------------   ------------    ------------

Balance June 30, 1999               9,777,226             160              --       (410,055)       (409,895)

Net loss                                   --              --              --       (484,938)       (484,938)

Sale of common stock                1,258,320              --              --             --              --

Shares issued for services            118,000               2          62,832             --          62,834
                                 ------------    ------------    ------------   ------------    ------------

Balance June 30, 2000              11,153,546             162          62,832       (894,993)       (831,999)

Shares issued for services            100,000               2          24,998             --          25,000

Sale of common stock                1,670,480              --              --             --              --

Shares issued for investment          600,000              12         149,988             --         150,000

Founder shares repurchased
   and retired                     (2,000,000)            (40)             --             --             (40)

Net loss                                   --              --              --       (390,201)       (390,201)
                                 ------------    ------------    ------------   ------------    ------------

Balance June 30, 2001              11,524,026    $        136    $    237,818   $ (1,285,194)   $ (1,047,240)
                                 ============    ============    ============   ============    ============
</Table>

* Including shares issued subject to rescission.



                       See notes to financial statements.
                                                                             F-5
<PAGE>

                             FIBR-PLAST CORPORATION
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                             JUNE 30, 2001 and 2000


NOTE 1 - DESCRIPTION OF THE BUSINESS

Fibr-Plast Corporation (the "Company") is a development stage company formed to
take advantage of an existing technology process and product called
"Fibr-Plast." The Fibr-Plast technology uses 100% recycled, solid waste, post
consumer materials to produce an alternative wood product. It can be molded into
an unlimited number of shapes and sizes, strengths and densities. The market for
alternative wood products is worldwide.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and development stage operations

The Company is the successor to Urban Resource Technologies, Inc., an Oklahoma
corporation ("Urban"), which was formed to manufacture and sell Fibr-Plast.
Shortly after Urban was formed, the founders decided that it would be beneficial
to operate under the name "Fibr-Plast Corporation." In order to effect a name
change, Urban's founders incorporated Fibr-Plast Corporation, an Oklahoma
corporation, on April 2, 1998, to carry on Urban's then proposed business. Urban
had sold 138,100 common shares for $34,525 cash proceeds, and had issued 275,000
shares for services rendered. The Company agreed to issue its common stock for
Urban's common stock on a one-for-one basis. As of June 30, 2001 and 2000,
certificates for only 121,800 shares have been issued, but the total 413,100
shares are treated as being outstanding for all purposes. The cash and in-kind
proceeds from the sale of Urban stock of $103,275 were expended for start-up
costs and are included in the Company's net loss and deficit accumulated during
the development stage for the period from inception to June 30, 2001.

During the year ended June 30, 1999, approximately $50,000 resulting from sales
of approximately 200,000 shares of the Company's common stock was paid directly
to the Company's founders for expenses incurred by them on the Company's behalf.

Since inception, the Company's primary focus has been raising capital for
construction of a plant, and is in the development stage.

Management estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial



                                                                             F-6
<PAGE>

statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

Property and equipment

Property and equipment is recorded at cost and consists of furniture and
fixtures, office and other equipment. Property and equipment is depreciated on
the straight-line method over estimated useful lives. Depreciation expense and
accumulated depreciation in the accompanying financial statements are not
material.

New accounting standards

The Company adopted SFAS No. 133, "Accounting for Derivative Investments and
Hedging Activities" effective July 1, 2000. The adoption of SFAS No. 133 did not
have a material impact on the Company's financial condition, results of
operations or cash flows since the Company has no derivative instruments.

Accounting standards issued but not yet adopted

In June 2001, the FASB issued SFAS No. 141, Business Combinations, which
supercedes Accounting Principles Board ("APB") Opinion No. 16, Business
Combinations. The most significant changes made by SFAS No. 141 are requiring
the purchase method of accounting for all business combinations initiated after
June 30, 2001, establishing specific criteria for the recognition of intangible
assets separately from goodwill, and requiring that unallocated negative
goodwill be written off immediately as an extraordinary gain. The provisions of
SFAS No. 141 apply to all business combinations initiated after June 30, 2001,
and to all business combinations accounted for using the purchase method for
which the date of acquisition is July 1, 2001 or later.

In June 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible
Assets, and SFAS No. 143, Accounting for Asset Retirement Obligations. In August
2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets. Currently, the Company does not expect the adoption of these
new accounting standards to have a material impact on its financial statements.

SFAS No. 142 supercedes APB Opinion No. 17, Intangible Assets, and primarily
addresses accounting for goodwill and intangible assets subsequent to
acquisition. Under SFAS No. 142, goodwill and separately identified intangible
assets with indefinite lives will no longer be amortized but reviewed annually
(or more frequently if impairment indicators arise) for impairment. Separately
identified intangible assets not deemed to have indefinite lives will continue
to be amortized over their useful lives. SFAS No. 142 applies to all goodwill
and intangible assets acquired after June 30, 2001.

SFAS No. 143 requires that entities record as a liability obligations associated
with the retirement of a tangible long-lived asset when such obligations are
incurred, and capitalize the cost by



                                                                             F-7
<PAGE>

increasing the carrying amount of the related long-lived asset. SFAS No. 143
will be effective for fiscal years beginning after June 15, 2002, however,
earlier application is encouraged.

SFAS No. 144 supercedes SFAS No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of, and APB Opinion
No. 30, Reporting the Results of Operations - Reporting the Effects of Disposal
of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions. SFAS No. 144 establishes an accounting model
based on SFAS No. 121 for long-lived assets to be disposed of by sale,
previously accounted for under APB Opinion No. 30. This Statement is effective
for fiscal years beginning after December 15, 2001.

Reclassifications

Certain items have been reclassified to conform with their current
classifications.


NOTE 3 - INVESTMENT IN JOINT VENTURE

In August 2000, the Company entered into an agreement to establish a corporate
joint venture, to be owned 50% by the Company, for the purpose of constructing
and operating a Fibr-Plast manufacturing facility. On December 12, 2001, the
agreement was amended. Under the amended agreement, the joint venture partner is
responsible for furnishing plant and equipment, providing start-up operating
capital, and obtaining joint venture debt. The Company will provide a
non-exclusive license to use the Fibr-Plast name, furnish manufacturing
technology, and provide marketing and sales services. After making provisions
for retiring indebtedness, joint venture net income shall be split equally.

As of February 25, 2002, the joint venture partner has acquired plant assets and
conducted operations without transferring such assets or operations to the joint
venture corporation (TJS Plastics). The Company expects joint venture assets,
liabilities and operations to be transferred to TJS Plastics during 2002.

Under the initial agreement, the Company had issued 600,000 shares of common
stock. Under the amended joint venture agreement, the Company is obligated as
follows:

   o  Issue 300,000 shares of Fibr-Plast common stock to the joint venture
      partner (the 600,000 shares previously issued shares will be returned).

   o  Issue options for 300,000 shares of Fibr-Plast common stock, exercisable
      at $1.00 per share, to the joint venture partner.

   o  Pay $30,000 cash to the joint venture partner in December 2001 and $70,000
      on or before September 1, 2002.



                                                                             F-8
<PAGE>

NOTE 4 - DEBT

Long-term debt consists of a note payable to a bank with monthly payments of
$924 including interest at 6.75% through February 2004. The note is
collateralized by a $30,000 certificate of deposit and is personally guaranteed
by an officer of the Company.

Maturities of long-term debt are as follows:

<Table>
<S>                                               <C>
                     2002                         $    9,559
                     2003                             10,226
                     2004                              7,168
                                                  ----------

                                                  $   26,953
                                                  ==========
</Table>


NOTE 5 - RELATED PARTIES

At the Company's inception, 240 shares of common stock were issued to the
Company's founders for nominal consideration. In October 1998, the par value was
changed from $.50 per share to $.00002 per share and 7,999,760 shares were
issued to the Company's founders and an affiliate.

Under a settlement agreement resolving certain disputes with one of the
Company's founders, 2,000,000 shares of common stock were returned to the
Company and retired in fiscal 2001.

Accrued salaries payable to the Company's officers in the amount of $49,346 are
included in accrued liabilities at June 30, 2001.

The Company contracted to rent office space and furniture from related parties
for $2,950 per month through April 2000, and month-to-month thereafter. During
the year ended June 30, 2001, the office space rental was $846 a month.


NOTE 6 - INCOME TAXES

The Company's tax loss carryforward of approximately $1,100,000 as of June 30,
2001 will expire in 2021. A valuation allowance fully offsets the tax benefit of
the carryforward of approximately $375,000.


NOTE 7 - COMMON STOCK ISSUED SUBJECT TO RESCISSION

From November 1998 to June 30, 2001, the Company sold 4,706,026 shares of its
common stock for cash and in-kind consideration aggregating $1,153,069. The sale
of these shares may not have complied with applicable securities laws. The
purchasers may be able to compel the



                                                                             F-9
<PAGE>

Company to rescind the purchases and pay interest. Management intends to make a
rescission offer. Until the offer for rescission has been extended and declined,
the cash and in-kind consideration received from these stock sales will be
reported as a liability.


NOTE 8 - UNCERTAINTIES

The company has experienced significant losses during the development stage and
has limited resources to allow it to continue as a going concern. Management
intends to commence production of Fibr-Plast through TJS Plastics (See Note 3).
In addition, management has filed a registration statement with the Securities
and Exchange Commission and intends to raise capital through a registered stock
offering. The capital raised will allow the Company to invest in additional
Fibr-Plast plant facilities and to continue operations. The Company's ability to
continue as a going concern depends on its ability to raise sufficient capital
and to ultimately achieve profitable operations. The accompanying financial
statements do not include any adjustments resulting from this uncertainty.


NOTE 9 - SUBSEQUENT EVENT

On August 1, 2001, the Company entered into a three-year employment agreement
under which the position of Senior Vice President was filled. The Company
granted rights to purchase shares of common stock as follows: 140,000 shares
upon signing the agreement; 500,000 shares on or after June 30, 2002; 500,000
shares on or after December 31, 2002; and 500,000 shares on or after June 30,
2003. The option price is $.00002 per share. Unexercised options will expire
June 30, 2004.

The total value of the stock grant of $410,000 is determined using estimated
fair value of the stock of $.25 per share. Compensation expense resulting from
the stock grant will be $160,000 in 2002 and $125,000 in each of 2003 and 2004.



                                                                            F-10
<PAGE>

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

                  Not applicable.



                                       19
<PAGE>

                                    PART III

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

I.

                  (a)      IDENTIFICATION OF EXECUTIVE OFFICERS AND DIRECTORS

<Table>
<Caption>
      NAME                                AGE                    POSITIONS
      ----                                ---                    ---------
<S>                                       <C>    <C>
Thomas G. Watson                           57    President, Treasurer and Director
Joseph Francella                           48    Executive Vice President, Secretary and Director
Tony Felitsky                              40    Senior Vice President
</Table>

         Mr. Watson has been a director since April 1998. Mr. Francella became a
director in July 1998. Each of their terms expires at the next Annual Meeting of
Stockholders. No family relationship exists between our directors or executive
officers. Mr. Watson, Wayne Ford and Thomas Johns may each be deemed to be a
founder of our company. Upon our receipt of the net proceeds of this offering,
each person named in the table intends to devote substantially all of his
working time to us.

         THOMAS G. WATSON has been our President since June 1999. Prior to that
time and since April 1998, Mr. Watson was our Executive Vice President and
Secretary. Mr. Watson has been our Treasurer since April 1998. Since 1990, Mr.
Watson has been President and a Director of Neodyne Drilling Corp.

         JOSEPH FRANCELLA has been our Executive Vice President and Secretary
since June 1999. Prior to that time and since July 1998, Mr. Francella was our
Vice President. Since February 1995, Mr. Francella has been a self-employed
consultant to small businesses. From January 1997 through September 1998, Mr.
Francella was the President of Jax International, Inc. and its subsidiaries,
builders of low cost housing, which terminated their operations in 1998. The
American Dream Corporation, a subsidiary of Jax, filed a voluntary petition of
bankruptcy in December 1997, which was subsequently voluntarily withdrawn.

         TONY FELITSKY has been our Senior Vice President since August 2001.
Prior to that time and since May 2000, Mr. Felitsky was a Senior Project Manager
for Williams Communications. From February 1998 to February 2000, Mr. Felitsky
was a Project Manager/Senior consultant for SPR, Inc., an Information Technology
Consulting company. From January 1997 to February 1998, Mr. Felitsky was a
Project Manager for Blue Cross/Blue Shield of Oklahoma. Prior to that time Mr.
Felitsky was a Senior Systems Analyst/Project Manager for Blue Cross/Blue Shield
of Kansas. Mr. Felitsky filed for personal bankruptcy in February 2002.



                                       20
<PAGE>

                  (b)      IDENTIFY SIGNIFICANT EMPLOYEES

                  Not applicable

                  (c)      FAMILY RELATIONSHIPS

           There are no family relationships between any of the Company's
directors or executive officers.

                  (d)      INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

         Other than as described above, during the last five years, none of the
following events occurred with respect to any executive officer or director of
the Company as of the date hereof.

         (i)      Any bankruptcy petition was filed by or against any business
                  of which such person was a general partner or an executive
                  officer at or within two years before the time of such filing;

         (ii)     Any conviction in a criminal proceeding or being subject of a
                  pending criminal proceeding (excluding traffic violations and
                  other minor offenses);

         (iii)    Being subject to any order, judgment or decree, not
                  subsequently reversed, suspended or vacated, of any court of
                  competent jurisdiction, permanently or temporarily enjoining,
                  barring, suspending or otherwise limiting his involvement in
                  any type of business, securities or banking activities; and

         (iv)     Being found by a court of competent jurisdiction (in a civil
                  action), the Securities and Exchange Commission or the
                  Commodity Futures Trading Commission to have violated a
                  federal or state securities or commodities law, and the
                  judgment has not been reversed, suspended or vacated.



                                       21
<PAGE>

         II.      SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

                  Not applicable.

ITEM 10. EXECUTIVE COMPENSATION

         The following table (the "Summary Table") sets forth the salary, bonus
and other annual compensation earned by (i) our chief executive officer and (ii)
our four most highly compensated executive officers other than the chief
executive officer who served as such on June 30, 2001 and whose total annual
salary and bonus exceeded $100,000 (the "Named Officer"):

<Table>
<Caption>
                                                                       ANNUAL COMPENSATION
                                                                       -------------------
            NAME                    FISCAL YEAR ENDED JUNE 30                 SALARY
            ----                    -------------------------          -------------------
<S>                                 <C>                                <C>
Thomas G. Watson                               2001                          $52,000
                                               2000                          $52,000
                                               1999                          $37,000
</Table>

         No individual grants of stock options were made during any of the
fiscal years referred to in the Summary Table to the Named Officer and the Named
officer did not exercise any such options during any of those fiscal years.

         During the fiscal years ended June 30, 2001, June 30, 2000, and June
30, 1999, no other compensation not otherwise referred to herein was paid or
awarded by us to the Named Officer, the aggregate amount of which compensation,
with respect to the Named Officer, exceeded the lesser of $50,000 or 10% of the
annual salary reported in the Summary Table for such person.

         There are no standard or other arrangements pursuant to which any of
our directors is or was compensated during the our last fiscal year for services
as a director, for committee participation or special assignments.



                                       22
<PAGE>

         In September 1999, we entered into five-year employment agreements with
Messrs. Watson and Francella each of which provides for a salary of $52,000 per
year and any increase and bonus that may be awarded by our Board of Directors.
Each agreement, as well as the agreement with Mr. Felitsky described below, also
provides that we will pay for a leased automobile. In August 2001 we entered
into a three year Employment Agreement with Mr. Felitsky which provides for a
base salary of $52,000 per year and any increase and bonus that may be awarded
by our Board of Directors. Mr. Felitsky's permitted him to purchase 140,000
shares of our common stock for at $.00002 per share, which he did purchase. Mr.
Felitsky will also receive an option to buy up to 500,000 additional shares on
each of June 30, 2002, December 31, 2002 and June 30, 2003 at $.00002 per share.
The options will expire on June 30, 2004.

         We do not have any compensatory plan or arrangement, including payments
to be received from us with respect to any person named in the Summary Table,
which plan or arrangement results or will result from the resignation,
retirement or any other termination of such person's employment with us and our
subsidiaries or from a change in control of us or a change in such person's
responsibilities following a change in control and the amount involved,
including all periodic payments or installments, exceeds $100,000.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
                  RELATED STOCKHOLDER MATTERS

         (a), (b)

         The following table sets forth certain information as of March 17, 2002
with respect to any person who is known to us to be the beneficial owner of more
than 5% of our common stock which is the only class of our outstanding voting
securities and as to each class of our equity securities beneficially owned by
its directors and officers and directors as a group:


<Table>
<Caption>
                                                             AMOUNT OF SHARES          APPROXIMATE PERCENT
               NAME OF BENEFICIAL OWNER(1)                 BENEFICIALLY OWNED(2)           OF CLASS(2)
               ---------------------------                 ---------------------       -------------------
<S>                                                        <C>                         <C>
      Thomas G. Watson                                           1,845,000                     15.7%
      Joseph Francella                                           2,000,000                     17.1%
      Tony Felitsky                                                 25,300(3)                       (3)
      Timothy M. Johns                                           1,000,000                      8.5%
      Stephanie Solodovnikov                                     1,000,000                      8.5%
      Officers and Directors as a Group (3 persons)              4,330,300(3)                 32.82%(3)
</Table>



                                       23
<PAGE>

----------

(1)      All of the persons named in the table can receive correspondence c/o
         Fibr-Plast Corporation, 3225 S. Norwood, Suite 100, Tulsa, OK 74135.

(2)      Unless otherwise noted below, we believe that all persons named in the
         table have sole voting and investment power with respect to all shares
         beneficially owned by them. We have considered a person to be the
         beneficial owner of securities that can be acquired by that person
         within 60 days from the date of this prospectus upon the exercise of
         warrants or options or the conversion of convertible securities. Each
         beneficial owner's percentage ownership is determined by assuming that
         any such warrants, options or convertible securities that are held by
         that person (but not those held by any other person) and which have
         been exercised or converted.

(3)      Mr. Felitsky beneficially owns less than 1% of our outstanding common
         stock. The foregoing does not include an aggregate of 1,500,000 shares
         that Mr. Felitsky may purchase upon exercise of options to be issued to
         him commencing June 30, 2002.

         (c)      CHANGES IN CONTROL

                  We are not aware of any arrangement that may result in a
                  change in control of us.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         From April to October 1998, we issued 2,000,000 shares of common stock
         each to Wayne Ford, Thomas Johns and Thomas Watson for a nominal
         consideration.

         In April 1998, we entered into two-year consulting contracts with
         Messrs. Ford, Johns and Watson that provided for annual compensation of
         $30,000 plus reasonable expenses. The consulting contracts were
         subsequently superseded by employment agreements.

         From July to October 1998, we issued 2,000,000 shares of common stock
         to Mr. Francella for a nominal consideration.

         Prior to 2001, we made non-interest bearing advances as follows:

<Table>
<S>                                                                             <C>
                           Wayne Ford                                           $64,572
                           Joseph Francella                                     $81,500
                           Thomas Johns                                         $14,575
                           Neodyne Drilling Corp.                               $ 2,600
                           Thomas Watson                                        $83,861
</Table>



                                       24
<PAGE>

         The advances to Messrs. Francella and Watson were offset against
         salaries to which they were entitled but not paid. The amount that we
         advanced to Mr. Johns is less than the salary he would have received
         under his written agreement with us. The amount that was advanced to
         Mr. Ford is approximately the same as the salary he would have received
         under his written agreements with us. Messrs. Watson and Francella are
         officers and director and the majority stockholders of Neodyne.

         As of March 15, 2002, Mr. Watson and an affiliate had loaned us an
         aggregate $232,500 and Mr. Felitsky had loaned us $20,000. The loans
         are non-interest bearing and no repayment dates have been agreed upon.

         In May 1998, we entered into a sublease for office space and furniture
         with Mr. Watson and Thomas Johns for $2,950 per month who, in turn,
         subleased the office space from Neodyne. Our lease expired in March
         2000. From April 2000 to July 2001 we subleased the office space and
         furniture from Neodyne on a month-to-month basis. Our monthly rent to
         Neodyne was $2,950 per month until September 2000 and $1,817 from
         October through December 2000. During that three-month period, we
         withheld rent payments equivalent to the outstanding advances we had
         made to Neodyne. Beginning in January 2001, the monthly rent was
         reduced to $950. The monthly rent payable by Neodyne for the office
         space is approximately $850. Since August 2001 we have paid the rent
         directly to the landlord.

         In September 1999, Mr. Ford's consulting contract was terminated by the
         mutual consent of Mr. Ford and us and replaced by a five-year
         employment agreement that provided for a salary of $52,000 per year and
         any increase and bonus that may be awarded by our Board of Directors.
         Mr. Ford resigned in April 2000.

         In March 2001, we entered into a Settlement Agreement with Mr. Ford and
         Jennifer Roden. We paid Mr. Ford and Ms. Roden an aggregate amount of
         $15,000 and they released us and our officers and directors from any
         claim that they may have had against them or us. Ms. Roden had
         previously filed a legal action against us seeking compensation for
         past services of approximately $5,000. In connection with the
         Settlement Agreement, Ms. Roden has dismissed that action. We released
         Mr. Ford and Ms. Roden from any claim that we may have against either
         of them. As part of the Settlement Agreement, Mr. Ford returned to us
         2,000,000 shares of our common stock which we had issued to him and we
         paid Mr. Ford $40.

         Other than as otherwise set forth in this Annual Report on From 10-KSB,
         during the last two years there was no transaction or proposed
         transaction to which the Company was or is to be a party, in which any
         of the following persons had or is to have a direct or indirect
         material interest and the amount involved in the transaction or a
         series of similar transactions exceeded $60,000:

                  (1)      Any director or executive officer of the Company;



                                       25
<PAGE>

                  (2)      Any nominee for election as a director;

                  (3)      Any security holder named in response to Item 11
                           hereof; and

                  (4)      Any member of the immediate family (including spouse,
                           parents, children, siblings and in-laws) of any
                           person named in paragraphs (1), (2) or (3) of this
                           Item 12(a).

ITEM 13. EXHIBITS, LISTS AND REPORTS OF FORM 8-K

         (a)      EXHIBITS

          3.01    Certificate of Incorporation, as amended.**

          3.02    Bylaws, as amended.***

          4.01    Form of Specimen Stock Certificate for the Registrant's Common
                  Stock.*

         10.01    Employment Agreement of September 1, 1999 between the
                  Registrant and Thomas G. Watson.**

         10.02    Employment Agreement of September 1, 1999 between the
                  Registrant and Joseph Francella.**

         10.03    Preincorporation Agreement of August 29, 2000 between Samuel
                  Slavens, Inland Island, Inc. and the Registrant.*

         10.10    Settlement Agreement and Mutual Releases between Wayne Ford,
                  Jennifer Roden, Thomas G. Watson, Joseph Francella and the
                  Registrant of March 13, 2001.***

         10.11    Escrow Agreement and Amendment thereto between Community Bank
                  & Trust Company and the Registrant.****

         10.12    First Amendment to Preincorporation Agreement between Samuel
                  Slavens, Inland Island, Inc. and the Registrant dated December
                  12, 2001.*****

         10.13    Equipment Sale/Purchase Agreement of March 19, 2002 between
                  Second Chance Plastics, Inc. and the Registrant.*****

----------

*        Filed as an exhibit to Amendment No. 1 to the Registration Statement.

**       Filed as an exhibit to the Registration Statement.

***      Filed as an exhibit to Amendment No. 2 to the Registration Statement.

****     Filed as an exhibit to Amendment No. 3 to the Registration Statement.

*****    Filed herewith.

         (b)      REPORTS ON FORM 8-K

                  Not applicable



                                       26
<PAGE>

                                   SIGNATURES

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


                                       FIBR-PLAST CORPORATION.

                                       By: /s/ Thomas Watson
                                          --------------------------------------
                                          Thomas G. Watson, President

         Dated: April 2, 2002


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

<Table>
<Caption>
SIGNATURES                                              TITLE                           DATE
<S>                                      <C>                                            <C>
/s/ Thomas G. Watson                     Chief Executive Officer, Chief                 April 2, 2002*
                                         Financial and Accounting Officer
Thomas G. Watson                         and Director

/s/ Joseph Francella                     Director                                       April 2, 2002

Joseph Francella
</Table>



                                       27
<PAGE>

                                  EXHIBIT INDEX

<Table>
<Caption>
        EXHIBIT
        NUMBER                     DESCRIPTION
        -------                    -----------
<S>               <C>
          3.01    Certificate of Incorporation, as amended.**

          3.02    Bylaws, as amended.***

          4.01    Form of Specimen Stock Certificate for the Registrant's Common
                  Stock.*

         10.01    Employment Agreement of September 1, 1999 between the
                  Registrant and Thomas G. Watson.**

         10.02    Employment Agreement of September 1, 1999 between the
                  Registrant and Joseph Francella.**

         10.03    Preincorporation Agreement of August 29, 2000 between Samuel
                  Slavens, Inland Island, Inc. and the Registrant.*

         10.10    Settlement Agreement and Mutual Releases between Wayne Ford,
                  Jennifer Roden, Thomas G. Watson, Joseph Francella and the
                  Registrant of March 13, 2001.***

         10.11    Escrow Agreement and Amendment thereto between Community Bank
                  & Trust Company and the Registrant.****

         10.12    First Amendment to Preincorporation Agreement between Samuel
                  Slavens, Inland Island, Inc. and the Registrant dated December
                  12, 2001.*****

         10.13    Equipment Sale/Purchase Agreement of March 19, 2002 between
                  Second Chance Plastics, Inc. and the Registrant.*****
</Table>

----------

*        Filed as an exhibit to Amendment No. 1 to the Registration Statement.

**       Filed as an exhibit to the Registration Statement.

***      Filed as an exhibit to Amendment No. 2 to the Registration Statement.

****     Filed as an exhibit to Amendment No. 3 to the Registration Statement.

*****    Filed herewith.