SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

             [X] Quarterly report pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                  For the quarterly period ended March 31, 2002

       [ ] Transition report under Section 13 or 15(d) of the Exchange Act

                         Commission file number 0-30285

                               ENERGY VISIONS INC.
        (Exact name of small business issuer as specified in its charter)

                                    Delaware
                         (State or other jurisdiction of
                         incorporation or organization)


                        (IRS Employer Identification No.)

43 Fairmeadow Avenue, Toronto, Ontario, Canada                 M2P 1W8
(Address of principal executive offices)                      (Zip Code)

                                 (416) 733-2736
                           (Issuer's telephone number)

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

As of March 31, 2002,  the Issuer had 17,867,116  shares of  outstanding  Common
Stock.

Transitional Small Business Disclosure Format: Yes [ ] No [X]

<PAGE>

Item 1.  Financial Statements

<TABLE>

                                                                              ENERGY VISIONS INC. AND SUBSIDIARIES
                                                                                     (a development stage company)
                                                                              CONSOLIDATED STATEMENT OF OPERATIONS
                                                                                     (expressed in U.S. dollars)

                                                                                         (Unaudited)

                                                                                                                     Period from
                                                       Three months ended                 Six months ended        November 19, 1996
                                                  March 31,        March 31,        March 31,      March 31,        (inception) to
                                                    2002              2001             2002          2001           March 31, 2002
<S>                                               <C>              <C>              <C>           <C>                 <C>

Revenue                                           $ 25,000         $ 66,072         $ 50,000      $ 91,072            $ 603,495

Expenses:
  Research and development costs                   208,767          167,226          406,791       423,810            2,269,398
  Professional fees                                 93,111           65,920          181,303       206,816            1,653,503
  General and administrative                        69,232           50,015          143,403       246,531            4,621,433
  Interest and financing costs                       4,920          531,199            9,693     1,054,156            2,303,696
  Depreciation and amortization                     31,191           28,474           62,155        55,100              428,929

Total expenses:                                    407,221          842,834          803,345     1,986,413           11,276,959
Net loss                                        $ (382,221)      $ (776,762)      $ (753,345)  $(1,895,341)       $ (10,673,464)
====================================================================================================================================
Loss per common share - basic and diluted           ($0.02)          ($0.06)          ($0.04)       ($0.14)
====================================================================================================================================
Weighted-average number of common
shares outstanding - basic and diluted          17,673,960       13,628,979       17,651,223    13,618,463
====================================================================================================================================

                                                                              See Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

<TABLE>

                                                                                              ENERGY VISIONS INC. AND SUBSIDIARIES
                                                                                                    (a development stage company)
                                                                                              CONSOLIDATED BALANCE SHEET
                                                                                                    (expressed in U.S. dollars)

                                                                                                (Unaudited)
                                                                                                 March 31,         September 30,
                                                                                                    2002               2001
----------------------------------------------------------------------------------------------------------------------------------

ASSETS

<S>                                                                                                  <C>               <C>

Current Assets:
  Cash and cash equivalents                                                                          $ 29,094          $ 489,074
  Accounts receivable, net of allowance of $141,000 and $90,000, respectively                           3,133              8,077
  Refundable investment tax credits                                                                    85,850             86,725
  Prepaid expenses and other current assets                                                            60,718             96,505
                                                                                               ---------------    ----------------
       Total current assets                                                                           178,795            680,381

Property and Equipment, net of accumulated depreciation of $227,000 and $185,000                      434,905            423,233

License and Technology costs, net of accumulated amortization of $201,000 and $181,000                253,480            273,549
----------------------------------------------------------------------------------------------------------------------------------
       Total Assets                                                                                 $ 867,180        $ 1,377,163
==================================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable and accrued expenses                                                             $ 544,317          $ 494,861
  Due to related parties                                                                              502,673            495,302
                                                                                               ---------------    ----------------
       Total current liabilities                                                                    1,046,990            990,163

Loan Payable                                                                                          270,711            273,470
----------------------------------------------------------------------------------------------------------------------------------
       Total liabilities                                                                            1,317,701          1,263,633
----------------------------------------------------------------------------------------------------------------------------------

Commitments and Contingencies

Stockholders' Equity (deficiency):
  Preferred stock - $.0001 par value; authorized 5,000,000 shares, none issued
  Common stock - $.0001 par value; authorized 50,000,000 shares,
     issued and outstanding 17,867,116 and 17,628,979 shares                                            1,787              1,763
  Additional paid-in capital                                                                       10,183,663         10,000,174
  Accumulated other comprehensive income                                                               37,493             31,712
  Deficit accumulated during the development stage                                                (10,673,464)        (9,920,119)
----------------------------------------------------------------------------------------------------------------------------------
       Stockholders' equity (deficiency)                                                             (450,521)           113,530
----------------------------------------------------------------------------------------------------------------------------------
       Total Liabilities and Stockholders' Equity (deficiency)                                      $ 867,180        $ 1,377,163
==================================================================================================================================

                                                                                    See Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

<TABLE>

                                                                                         ENERGY VISIONS INC. AND SUBSIDIARIES
                                                                                               (a development stage company)
                                                                                         CONSOLIDATED STATEMENT OF CASH FLOWS
                                                                                               (expressed in U.S. dollars)

                                                                               (Unaudited)

                                                                                            Period from
                                                                    Six months ended       November 19, 1996
                                                               March 31,     March 31,     (inception) to
                                                                 2002          2001        March 31, 2002

<S>                                                            <C>          <C>            <C>

Cash flows from operating activities:

  Net loss                                                     $ (753,345)  $(1,895,341)   $(10,673,464)
    Adjustments to reconcile net loss to net cash used
      in operating activities
        Depreciation and amortization                             62,155          55,100         428,929
         Allowance for doubful accounts                           51,000                         141,000
        Noncash interest on advances settled with related party                                   28,604
        Common stock issued to founders                                                          146,801
        Noncash compensatory charge on stock issued to an officer                              3,018,815
        Common stock issued for services                                          70,000         364,557
        Noncash compensatory charge on stock options issued to an officer                        275,950
        Issuance of compensatory stock options                                                   515,496
        Issuance of compensatory stock warrants                  109,981         851,276       2,157,172
        Noncash compensatory charge for extension of the
         expiration date of options                                              199,875         282,875
        Changes in operating assets and liabilities:                                                   -
          Increase in accounts receivable                        (46,056)        (39,896)       (144,133)
          (Increase) decrease in refundable investment tax credits   875          19,514         (85,850)
          Decrease (increase) in prepaid expenses
            and other current assets                              35,787         133,753         (60,718)
          Increase in accounts payable
            and accrued expenses                                  49,456         311,785         544,317
          (Decrease) increase in deferred revenue                    -           (50,000)              -
----------------------------------------------------------------------------------------------------------
            Net cash used in operating activities               (490,147)       (343,934)     (3,059,649)
----------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
  Purchases of property and equipment                            (53,758)        (42,667)       (212,387)
  Acquisition of license and technology                                                           (4,927)
----------------------------------------------------------------------------------------------------------
            Cash used in investing activities                    (53,758)        (42,667)       (217,314)
----------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
  Proceeds from related parties' advances, net                     7,371         304,167         750,019
  Proceeds from (repayments on)  issuance of debentures                          (85,769)        497,678
  Proceeds from (payments on) loan payable, net                   (2,759)        165,944         270,711
  Proceeds from issuance of common stock                          73,532                       2,150,329
  Proceeds from issuance of common stock upon
   exercise of warrants & options                                                 22,505          97,505
  Repayment of debentures                                                                       (497,678)
  Increase in deferred offering costs                                            (67,000)              -
----------------------------------------------------------------------------------------------------------
             Net cash provided by financing activities            78,144         339,847       3,268,564
----------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash                            5,781          45,988          37,493

Net increase in cash                                            (459,980)           (766)         29,094

Cash and cash equivalents at beginning of period                 489,074           3,793
----------------------------------------------------------------------------------------------------------
Cash at end of period                                           $ 29,094         $ 3,027        $ 29,094
==========================================================================================================
Supplemental disclosure of cash flow information:

  Cash paid during the period for interest                       $ 2,322        $ 28,358       $ 178,704
==========================================================================================================
Supplemental schedule of noncash investing and financing activities:

  Issuance of common stock for payment of laboratory equipment                                 $ 450,000
==========================================================================================================
  Issuance of common stock in satisfaction of debt related to acquisition of
  license and technology                                                                       $ 450,000
==========================================================================================================
  Issuance of common stock for payment of advances owed to an officer                          $ 275,950
==========================================================================================================
  Issuance of stock warrants to debenture holders in connection with extension of
  maturity dates                                                               $ 590,120     $ 1,308,336
==========================================================================================================
  Issuance of common stock to agent for extension of maturity dates                             $ 75,170
==========================================================================================================
  Issuance of stock warrants for related party advances                                         $ 29,663
==========================================================================================================

                                                                                 See Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

<TABLE>
                                                                                 ENERGY VISIONS INC. AND SUBSIDIARIES
                                                                                        (a development stage company)
                                                                   CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS
                                                                                          (expressed in U.S. dollars)
------------------------------------------------------------------------------------------------------------------------------------



                                                                                                                      Period from
                                                       Three months ended                Six months ended          November 19, 1996
                                                   March 31,        March 31,        March 31,     March 31,         (inception) to
                                                     2002             2001             2002          2001            March 31, 2002
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>              <C>              <C>        <C>                <C>
Net Loss                                            $ (382,221)      $ (776,762)     $(753,345)  $(1,895,341)       $ (10,673,464)
------------------------------------------------------------------------------------------------------------------------------------
Other comprehensive income (loss):
    Foreign Currency Translation                         2,919           50,377          5,781        45,988               37,493
------------------------------------------------------------------------------------------------------------------------------------
Comprehensive loss                                  $ (379,302)      $ (726,385)    $ (747,564)  $(1,849,353)       $ (10,635,971)
====================================================================================================================================

                                                                   See Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                      ENERGY VISIONS INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2002

                                   (Unaudited)

1. Basis of Presentation:

          The financial statements at March 31, 2002 and for the three month and
          six month  periods  ended March 31, 2002 and 2001,  are  unaudited and
          reflect  all  adjustments   (consisting   only  of  normal   recurring
          adjustments) which are, in the opinion of management,  necessary for a
          fair presentation of the financial  position and operating results for
          the interim  periods.  The financial  statements have been prepared in
          accordance  with the  rules  and  regulations  of the  Securities  and
          Exchange  Commission,  and  therefore  omit  certain  information  and
          footnote   disclosures   normally  included  in  financial  statements
          prepared in accordance with accounting  principles  generally accepted
          in the  United  States  of  America.  The  Company  believes  that the
          disclosures contained in the financial statements are adequate to make
          the  information  presented  therein  not  misleading.  The  financial
          statements should be read in conjunction with the financial statements
          and notes thereto,  together with management's discussion and analysis
          of financial  condition  and results of  operations,  contained in the
          Company's  Annual  Report on Form  10-KSB for the fiscal  year  ending
          September 30, 2001.

          In July 2001, the Financial Accounting Standards Board ("FASB") issued
          Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill
          and Other Intangible Assets. Under SFAS No. 142, goodwill is no longer
          subject  to  amortization  over its  estimated  useful  life.  Rather,
          goodwill is subject to at least an annual assessment for impairment by
          applying a fair-value based test. Additionally, an acquired intangible
          asset should be separately recognized if the benefit of the intangible
          asset is obtained through contractual or other legal rights, or if the
          intangible  asset  can  be  sold,  transferred,  licensed,  rented  or
          exchanged,  regardless of the acquiror's  intent to do so. The Company
          is in the process of determining the impact of this  pronouncement  on
          its financial position and operations.

          The results of  operations  for the three month and six month  periods
          ended March 31, 2002 is not necessarily indicative of the results that
          may be expected for the entire fiscal year ending September 30, 2002.

2. Due To Related Parties:

          Advances  amounting to approximately  $503,000 at March 31, 2002, from
          the  Company's  president  and chief  executive  officer and a company
          controlled by this individual,  of which approximately $495,000 cannot
          be repaid out of the proceeds of the  Company's  August 2001  Canadian
          offering  pursuant to an agreement with the Canadian  Venture Exchange
          ("CDNX")  for a period  of one year from the date of  closing  of that
          offering and are included in current  liabilities in the  accompanying
          consolidated  balance  sheet.  Included  in the  advances  is  accrued
          interest of approximately $7,000.

<PAGE>

3. Stock Options:

          On October 2, 2001,  the Company's  board of directors  approved a new
          stock option plan (the "Plan")  which will become  effective  upon its
          approval  by the CDNX and the  Company's  shareholders.  A maximum  of
          3,500,000  options to purchase shares of common stock can be issued by
          the Company under the proposed Plan.

          On October 2, 2001,  the Company  agreed to issue  options to purchase
          150,000  shares of common  stock at an  exercise  price of $0.27  (Cdn
          $0.43)  per  common  share to two  officers  and  directors  under the
          proposed  Plan.  On  November  1, 2001,  the  Company  agreed to issue
          options to  purchase  500,000  shares of common  stock at an  exercise
          price of $0.41 (Cdn $0.65) per common share to officers and  directors
          and a nonemployee  under the proposed  Plan. On November 22, 2001, the
          Company  agreed to issue options to purchase  110,000 shares of common
          stock at an exercise price of $0.39 (Cdn $0.63) per common share to an
          employee and nonemployee under the proposed Plan. On January 11, 2002,
          the  Company  agreed to issue  options to  purchase  50,000  shares of
          common  stock at an  exercise  price of $0.31  (Cdn  $0.50) per common
          share to an employee  under the proposed  Plan.  These options will be
          issued and become  exercisable  over an eighteen month period upon the
          approval of the proposed Plan.

4. Noncash Compensation:

          During the six month period ended March 31, 2002 the Company  recorded
          a charge to operations of  approximately  $110,000,  which  represents
          research and development  services  performed by the Alberta  Research
          Council Inc.  ("ARC")  during the period.  At March 31, 2002,  Special
          Warrants issued but not earned by ARC were approximately 644,000.

5. Private Placement:

          On March 14, 2002, the Company completed a private offering of 238,137
          shares  of  common  stock in  Canada  and  received  net  proceeds  of
          approximately $116,000 Canadian dollars (approximately US $74,000). In
          connection with this private  offering,  warrants to purchase  238,137
          shares of common stock were issued,  exercisable at $0.47 (Cdn. $0.75)
          per common share.

6. Proposed Transaction:

          On April 16,  2002,  the  Company  signed  an  agreement  to  purchase
          1,000,000  preferred  shares of Pure Energy Inc. ("PEI") at a price of
          Cdn. $1,000,000, to be paid by the issuance of 1,000,000 shares of the
          Company's  common  stock  at a price  of Cdn.  $1.00  per  share.  The
          proposed  agreement  and issuance of the  Company's  common  shares is
          subject to approval from various  regulatory  agencies.  The preferred
          shares acquired by the Company are  convertible  into common shares of
          PEI and  together  with  additional  PEI shares  that the  Company may
          purchase pursuant to a four month unconditional  option, when combined
          with the PEI shares  currently held by Wayne  Hartford,  the Company's
          principal shareholder,  will constitute a controlling interest in PEI.
          The  ability  of the  Company to  complete  the  proposed  transaction
          involves a number of risks and uncertainties and there is no assurance
          that the proposed transaction will be completed.

<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

         The  following  discussion  should  be read  in  conjunction  with  the
financial statements and related notes which are included under Item 1.

         Certain  statements  made in this  Quarterly  Report on Form 10-QSB are
"forward-looking"  statements  within  the  meaning  of the  Private  Securities
Litigation Reform Act of 1995. Such statements  involve known and unknown risks,
uncertainties,  and other factors that may cause actual results, performance, or
achievements of the Company to be materially  different from any future results,
performance,  or  achievements  expressed  or  implied  by such  forward-looking
statements.  Although the Company  believes that the  expectations  reflected in
such  forward-looking  statements  are based upon  reasonable  assumptions,  the
Company's  actual  results could differ  materially  from those set forth in the
forward-looking  statements.  Certain factors that might cause such a difference
include,  but are not limited to, general  economic  conditions,  our ability to
complete development and then market our products, competitive factors and other
risk factors as stated in other of our public  filings with the  Securities  and
Exchange Commission.

         This  report is for the three and six  month  periods  ended  March 31,
2002.  The reader is  directed  to the  Company's  Annual  Report on Form 10-KSB
filing for more information  about the Company.  Accordingly,  this section will
primarily discuss the Company's position as of the filing date hereof.

Overview

Energy  Visions Inc.  (hereafter,  the "Company" or "EVI") was formed in 1996 to
research,  develop and  commercialize  rechargeable  battery  technologies.  The
Company has several  electrochemical  technologies  and is  currently  primarily
working on the  development  and  commercialization  of the Direct Methanol Fuel
Cell ("DMFC"), and the Nickel Zinc ("NiZn") technology.

Costs  relating  to the DMFC  project  are in large  part  supported  by Alberta
Research  Council Inc.  ("ARC").  The Company expects to spend  significant sums
upon expanding its battery testing  capability.  While there can be no assurance
that our business plan for the next year will be  successful,  the R&D programs,
strategic  alliances and targeted financing planned for the Company are expected
to  support  the  Company's  activities  until  significant  income  streams  of
royalties and licence fees develop.

Comparative Disclosure

         During the  quarter  ended  March 31,  2002,  the  Company  was still a
development stage company and has yet to achieve significant revenues.  Revenues
were approximately  $25,000 and $50,000,  respectively,  for the three month and
six month periods  ended March 31, 2002 and were  entirely  earned from research
and development  services performed for and licensing fees from Ilion Technology
Corporation  ("Ilion").  Pursuant to the terms of the Ilion  License  Agreement,
such revenues  should continue at the minimum rate of $200,000 per annum through
March  2003.  Ilion paid the  Company the sum of $100,000 to satisfy the minimum
guaranteed  royalty amount through March 31, 2001, such sum being  designated as
ongoing research and development funding.  Ilion has not paid sums in connection
with research and development  funding  through March 31, 2002 of  approximately
$141,000 and the matter is currently under  negotiation.  The Company's  revenue
respecting  minimum guaranteed royalty amounts for the three month periods ended
March 31, 2002 and 2001,  respectively,  remained unchanged. The revenue for the
six month period ended March 31, 2002 of approximately  $50,000 decreased by 45%
from  approximately  $91,000 and revenues for the three month period ended March
31, 2002 decreased by  approximately  $41,000 or 62% for the same periods in the
prior  year  as  a  result  of  the  Company  earning  additional  research  and
development revenues in the prior period.

         The  Company's  expenses in the quarters  ended March 31, 2002 and 2001
totaled  approximately  $407,000  and  $843,000,  respectively,  resulting  in a
decrease of 52%. This decrease was primarily the result of the Company incurring
in the prior period noncash  financing costs of approximately  $487,000 relating
to the  issuance  of  stock  warrants  to  debenture  holders  and  promoter  in
connection  with the  extension of the maturity  dates of such  debentures.  The
Company's  expenses  in the six month  periods  ended  March  31,  2002 and 2001
totaled  approximately  $803,000 and  $1,986,000,  respectively,  resulting in a
decrease of 60%. Such decrease is primarily the result of the Company incurring,
in the prior  year's  period,  noncash  compensatory  charges  of  approximately
$851,000  relating to the issuance of stock  warrants to  debenture  holders and
promoter  in  connection  with  the  extension  of the  maturity  dates  of such
debentures and $200,000 in connection with the extension of the expiration dates
of  options   previously   issued  to  employees  and  laboratory   consultants.
Additionally,  in that period,  the Company  incurred  charges of  approximately
$70,000 for common stock issued to consultants for investment  advisory services
provided in  connection  with the Company  filing a  preliminary  prospectus  in
Canada for the sale of shares of common stock.

         One of the most  significant  costs  included  in such  values  are the
Company's research and development costs. Research and development costs for the
three  month and six month  periods  ended  March  31,  2002 were  approximately
$209,000 and $407,000,  respectively.  Compared to the research and  development
costs  for the same  three  month  and six month  periods  in the prior  year of
approximately  $167,000  and  $424,000,  respectively,  an increase of 25% and a
decrease of 4%, respectively.  The 2002 values include approximately $52,000 for
the  three  month  period  and  $110,000  for the six month  period  in  noncash
compensatory  charges based upon the research and development services performed
by ARC. The 2001 value includes  noncash  compensatory  charges of approximately
$66,000 for the three and six month periods for the extension of the  expiration
dates of options  previously  issued to  laboratory  consultants.  Research  and
development  costs are  expected to continue  to  increase as EVI  continues  to
develop its facilities,  expertise and activities and continues to fund research
and  development  work  undertaken in Calgary  Alberta in the joint program with
ARC.

         Professional fees for the three month and six month periods ended March
31, 2002 were  approximately  $93,000 and  $181,000,  respectively.  Compared to
professional  fees for the same three  month and six month  periods in the prior
year  of  approximately  $66,000  and  $207,000,  respectively,  resulted  in an
increase  of 41% and a  decrease  of 12%,  respectively.  The  Company  incurred
financial advisory fees of approximately $20,000 and $40,000,  respectively, for
the three month and six month periods ended March 31, 2002,  not incurred in the
prior  year's  periods.  The net decrease in 2002 six month values is due to the
Company  incurring  less  accounting  and legal  fees,  offset by an increase in
financial advisory fees.

         General and administrative  expenses increased to $69,000 for the three
month period ended March 31, 2002 from $50,000 for the comparable  period in the
prior year, an increase of approximately 38%, primarily the result of a bad debt
provision  in the current  year of  approximately  $25,000.  Compared to the six
month period from the prior year, general and administrative  expenses decreased
from approximately  $247,000 to approximately  $143,000 for the six month period
ended  March 31,  2002,  resulting  in a decrease of 42%.  Such net  decrease in
general and  administrative  expenses resulted from the Company incurring in the
prior period  noncash  compensatory  charges of  approximately  $134,000 for the
extension of the  expiration  dates of options  previously  issued to employees,
offset by a  provision  for bad  debts in the  current  period of  approximately
$51,000.

<PAGE>

         Interest and financing  costs for the three month and six month periods
ended  March 31,  2002 were  approximately  $5,000  and  $10,000,  respectively.
Interest and  financing  costs for the three month and six month  periods  ended
March 31, 2001 were approximately $532,000 and $1,054,000,  respectively. In the
current year, the Company  essentially  incurred  minimal interest and financing
costs.  During the prior year, the Company incurred  noncash  financing costs of
approximately  $487,000  and  $851,000  during  the  three  month  and six month
periods,  relating to the issuance of stock  warrants to  debenture  holders and
promoter.  Additionally,  the Company incurred charges of approximately  $70,000
during the three and six month periods in the prior year for common stock issued
to consultants for investment  advisory services provided in connection with the
Company  filing a preliminary  prospectus for the sale of shares of common stock
in Canada.  Furthermore,  the Company accrued approximately $20,000 for interest
on the debentures previously issued.

Liquidity

         At March 31, 2002, the Company had  approximately  $29,000 cash on hand
and  a  working  capital  deficiency  of  approximately  $868,000.  The  Company
currently estimates it will have approximately  $115,000 in monthly expenses and
$8,000 in monthly revenues.

         The  Company is seeking to raise new  capital to support its growth and
technology   research  and  development  costs  and  to  fund  expanded  capital
facilities.  The working  capital  deficiency  of  $868,000  at March 31,  2002,
includes  approximately  $503,000  owed to the  Company's  President  and  Chief
Executive Officer and to a company controlled by this individual.  Approximately
$495,000  of such sum  cannot be  repaid,  through  August  22,  2002 out of the
proceeds of the August 2001 share offering.

         It is of great  importance  that the  Company  successfully  raise  new
equity to cover its working  capital  requirements.  The Company will attempt to
make a  short-form  prospectus  filing in the  Provinces  of Alberta and British
Columbia in the very near future.  Currently the Company is  negotiating a short
term facility to provide working capital until the short-form  prospectus filing
is  completed.  There  can be no  assurance,  however,  that  these or any other
financings will be successful,  and if they are not successful,  additional debt
financing will be required and the Company's research and development activities
will have to be reduced or will not accelerate to the extent otherwise intended.

         The Company has a joint research and  development  program with Alberta
Research  Council  Inc.  pursuant  to which a joint  development  program  is in
progress  in Alberta to create  prototype  fuel cells  based upon the  Company's
Direct  Methanol  Fuel Cell  technology.  The Company  also has a  long-standing
agreement  with  National  Research  Council of Canada  ("NRC") and,  while such
contract is  currently  under  renegotiation,  NRC has  verbally  indicated  its
intention to support the DMFC  initiative by allocating  technical  staff to the
project  and  providing  other  significant  support.   Such  arrangements  will
collectively, the Company anticipates, enhance the likelihood of any offering of
shares being successful.

<PAGE>

                                     PART II
                                OTHER INFORMATION

Item 1. Legal Proceedings.

         The Company and its major shareholders  announced on April 1, 2002 that
they had commenced an action in the Ontario  Superior  Court of Justice  against
Northern  Securities  Inc., Vic Alboini and Stature Inc.  claiming,  among other
relief,  damages  for breach of  contract,  negligence  and breach of  fiduciary
duties in connection  with EVI's private and public  financings in 2000 and 2001
and trading activities by Northern Securities Inc. in EVI stock since August 23,
2001.  The  defendants  have taken  steps to defend  against  the lawsuit and to
counterclaim against the Company and others.

Item 2. Changes in Securities.

         None.

Item 3. Defaults Upon Senior Securities.

         None

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

         On May 8, 2002, the  shareholders of the Company  approved the adoption
of the 2001 Share Option Plan in the form attached to the Management Information
Circular of the Company dated March 22, 2002.  The  shareholders  also confirmed
the grant of 810,000 options as per detail set out in such Circular.

Item 5. Other Information.

         None

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

         (a) None.

         (b) None.

<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the Registrant
caused this Report to be signed on its behalf by the  undersigned  thereto  duly
authorized.

Date: May  , 2002

                                                      ENERGY VISIONS INC.



                                                      /s/Peter F. Searle
                                                      Peter F. Searle
                                                      Vice President, Finance