SECURITIES  AND  EXCHANGE  COMMISSION
                             WASHINGTON,  D.C.  20549

                                    FORM  10-KSB

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

                  FOR  THE  FISCAL  YEAR  ENDED  OCTOBER  31,  1999

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

     For  the  transition  period  from  _______________  to  _______________.


                          COMMISSION  FILE  NUMBER  O-26835

                        INDUSTRIAL  RUBBER  INNOVATIONS,  INC.
            (Exact  name  of  registrant  as  specified  in  its  charter)



                       FLORIDA                           91-1922981
              (State or other jurisdiction of         (I.R.S. Employer
             incorporation or organization)          Identification No.)


                4609 NEW HORIZON BOULEVARD, UNIT 8
                   BAKERSFIELD, CALIFORNIA                  93313
             (Address of principal executive offices)     (Zip Code)

     REGISTRANT'S  TELEPHONE  NUMBER,  INCLUDING  AREA  CODE    (661)  833-8188


     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.     Yes     No   X.
                                                               -----

     Check  if  there is no disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-B  is  not  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.     $93,437

     State  the  aggregate  market  value of voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity  was  sold, or the average bid and asked prices of such common equity, as
of  a  specified  date within the past 60 days.  (See definition of affiliate in
rule  12b-2 of the Exchange Act.)  $306,609, based on the closing price of $0.04
for  the  common  stock  on  July  24,  2000.

     Indicate  the  number of shares outstanding of each of the issuer's classes
of  common stock, as of the latest practicable date.  As of July 24, 2000, there
were 7,895,227 shares of common stock, par value $0.001, issued and outstanding.


     DOCUMENTS  INCORPORATED  BY  REFERENCE

     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) of the Securities Act of 1933 ("Securities Act").  The listed
documents  should be clearly described for identification purposes (e.g., annual
report  to  security  holders  for  fiscal year ended December 24, 1990).  None.

                     Transitional Small Business Disclosure
                               Format (check one):

                             Yes _____     No __X__

                                        1
<PAGE>


                      INDUSTRIAL  RUBBER  INNOVATIONS,  INC.

                              TABLE  OF  CONTENTS
                              -------------------


                                     PART  I

Item  1          Description  of  Business.

Item  2          Description  of  Property

Item  3          Legal  Proceedings

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


                                     PART II

Item  5          Market  for  Common  Equity  and  Related  Stockholder Matters.

Item  6          Management's  Discussion  and  Analysis  or Plan or Operations.

Item  7          Financial  Statements.

Item  8          Changes In and Disagreements With Accountants on Accounting and
                 Financial  Disclosure.


                                    PART III

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

Item  10         Executive  Compensation

Item  11         Security Ownership of Certain Beneficial Owners and Management.

Item  12         Certain  Relationships  and  Related  Transactions.

Item  13         Exhibits  and  Reports  on  Form  8-K.


                                        2
<PAGE>
                                    PART  I

This Annual Report includes forward-looking statements within the meaning of the
Securities Exchange Act of 1934 (the "Exchange Act"). These statements are based
on  management's beliefs and assumptions, and on information currently available
to  management.  Forward-looking  statements  include the information concerning
possible  or assumed future results of operations of the Company set forth under
the  heading  "Financial  Information-Management's  Discussion  and  Analysis of
Financial  Condition  or  Plan  of  Operation."  Forward-looking statements also
include  statements  in  which  words such as "expect," "anticipate,"  "intend,"
"plan,"  "believe,"  "estimate,"  "consider"  or  similar  expressions are used.

Forward-looking  statements  are  not  guarantees  of  future performance.  They
involve  risks, uncertainties and assumptions.  The Company's future results and
shareholder  values  may  differ  materially  from  those  expressed  in  these
forward-looking  statements.  Readers are cautioned not to put undue reliance on
any  forward-looking  statements.

ITEM  1  -  DESCRIPTION  OF  BUSINESS

Industrial  Rubber  Innovations,  Inc.  develops,  manufactures,  and  markets
specialty  synthetic rubber molded products from its synthetic rubber compounds.
Described  simplistically,  the  Company  manufactures a rubber compound in bulk
which has the ability to withstand friction, heat, and wear-and-tear better than
the competition.  The bulk product is custom molded, either by the Company or by
a third party who purchases the compound in bulk from the Company, into products
for the end-user.  Until August 1999, the Company marketed and sold its existing
inventory  of  its sole product, IRI-500.  Beginning in August 1999, the Company
began  producing  its new product, VeratonJ, whose characteristics substantially
exceed those of IRI-500.  The Company's has now exhausted its existing inventory
of  IRI-500, and is focusing its manufacturing and marketing efforts entirely on
the Veraton product line.  The Company was organized as a Florida corporation on
August  7,  1986  and  is  currently  based  in  Bakersfield,  California.

On  April  26,  1999, the Company, which at the time was designated EPL Ventures
Corp.,  a  Florida  corporation, acquired all of the outstanding common stock of
Industrial  Rubber  Innovations,  Inc.,  a  Nevada  corporation,  in  a business
combination  described as a "reverse acquisition."  For accounting purposes, the
acquisition  has  been treated as the acquisition of EPL by IRI-Nevada.  As part
of  the acquisition, EPL changed its name to Industrial Rubber Innovations, Inc.
Immediately  prior  to  the  acquisition,  and  following the effectiveness of a
1-for-5 reverse stock split which was part of the acquisition, EPL had 3,444,000
shares  of  common  stock  outstanding.

As  part of EPL's reorganization with IRI-Nevada, EPL issued 3,800,000 shares of
its  common stock to the shareholders of IRI-Nevada in exchange for 3,800 shares
of  IRI-Nevada  common  stock.  In  addition,  the  Company  issued  warrants,
exercisable until May 1, 2001 and containing registration rights, to purchase an
aggregate of 2,000,000 shares of its common stock, one-half at an exercise price
of  $0.50  and  one-half  at  an  exercise  price  of  $0.75,  to the IRI-Nevada
shareholders  (800,000  of  the warrants have since been cancelled).  EPL had no
significant  operations  prior  to  the  merger.

Prior  to  the  reorganization,  the  business  of IRI-Nevada was operated for a
period  of  at  least  three  years  as a proprietorship owned by Steven Tieu, a
Director  of  the  Company.  The  company  was  engaged  in  a limited amount of
business  activity, primarily the sale in the United States of a small amount of
its  IRI-500  product which was manufactured by contract-manufacturers in China.
The  Company's  current  business  plan  is  primarily an expansion of its sales
efforts  in  the  United  States, the introduction of a new and improved Veraton
product  line,  and  the  manufacture  of  its  products  in  the United States.


                                        3
<PAGE>

The Company's chartered accountants have stated in their report included in this
Form  10-SB  that unless the Company attains future profitable operations and/or
obtains  additional  financing,  there  is substantial doubt about the Company's
ability  to  continue  as  a  going  concern.  As  stated  in  Item  3 - Plan of
Operation,  the  Company  is  currently seeking additional financing to fund its
operations  until  it  reaches  a  level  of  profitability.  If  the Company is
successful  in  obtaining such financing and reaching profitability, it believes
that its certified public accountants would not issue a going concern opinion in
its  upcoming Fiscal Year 2000 report.  However, there can be no assurances that
the  Company will be able to raise sufficient capital to meet its needs.  If the
Company  is  not  successful  in raising the necessary capital, then the Company
believes  that  its  independent  certified  public  accountants  would issue an
opinion  with  a  similar  going  concern  modification  regarding the Company's
financial  condition.

BUSINESS  OF  ISSUER

There  are  two types of rubber: natural rubber and synthetic rubber.  According
to  1998  statistics, synthetic rubber accounted for approximately sixty percent
(60%)  of  the world rubber production, while natural rubber accounted for forty
percent  (40%)  of  the  market.  Fifty  percent  (50%) of the world's synthetic
rubber  production  is  from  the  United  States  and  Europe.

Natural  rubber  deteriorates  when exposed to the heat, pressure, and corrosive
chemicals  encountered  in  many  applications.  The  synthetic  rubber industry
produces  rubber  compounds and products that have substantially expanded rubber
capabilities.  These  synthetic rubber attributes, developed in numerous classes
of  synthetic  rubber  compounds, are used extensively in aerospace and defense,
construction,  chemical  processing,  refineries,  oil and gas recovery, and the
semiconductor  industry.  Major  research  efforts  are directed at, among other
things,  continuing  to  improve  the  ability  of synthetic rubber to withstand
applications  in  increasingly  hostile  environments.

Under  the  terms  of  a royalty-free license agreement with Century Rubber, LLC
which  gives  the  Company  the exclusive right to manufacture, market, sell and
distribute  products  using  a  proprietary rubber compound formula, the Company
develops,  manufactures, and markets specialty synthetic rubber molded products.
Under  the  terms  of  the  license,  the  Company has the unrestricted right to
manufacture,  market,  sell,  and distribute worldwide all products made from or
derived from the licensed formula for an indefinite period of time.  The Company
also  has  an option to acquire a license for all new and future formulas and/or
products  developed  by  Century  Rubber,  LLC  on  terms  to  be  individually
negotiated,  as  well  as  a  right  of  first refusal to match the terms of any
license  agreements  negotiated  by  Century Rubber, LLC.  The license is for an
indefinite  period,  unless terminated by Century Rubber, LLC due to a breach of
the  Agreement  by  the Company.  The members of Century Rubber, LLC are Messrs.
Foran and Tieu, and Ms. Sheo, each a present member of the Company's management.
The  proprietary  formula which is the subject of the license was transferred to
Century  Rubber,  LLC  by the above identified individuals, then licensed to the
Company,  as  a  method  of protecting its proprietary nature from creditors and
competitors.  See  "Patents,  Trademarks,  Licenses".  As  a  result  of  the
transaction,  there  exists  a  potential  conflict  of interest between Century
Rubber,  LLC,  the  Company, and the members of the Company's management who are
members  of Century Rubber, LLC in that a dispute may arise concerning the terms
of the license agreement or its termination, and the interests and objectives of
the Company may be different than the interests and objectives of the members of
Century  Rubber,  LLC.


                                        4
<PAGE>

The  attributes  of the Company's initial synthetic rubber product IRI-500, used
in  oil  and  gas  production  wells  such as packing, rings, and cones, include
unusual  resistance  to  heat,  wear,  and oils.  In its production process, the
Company  blends  readily available raw materials to produce the required product
characteristics.  The  raw  rubber  material  is  then  molded  into  a specific
product.  The Company's products have been used primarily in the top of wells in
the  oil  and  gas recovery industry, and products manufactured from the IRI-500
product  line  continue  to  outperform products made from competitive synthetic
rubbers.  The  Company sold all of its inventory of IRI-500 product, and has now
begun  marketing  its  new  VeratonJ  product  line.

The  Company's  new  product  line,  VeratonJ,  will  substantially  extend  the
capabilities  of the Company's product line beyond that of products manufactured
with IRI-500.  Based on preliminary test results, Veraton appears to exceed many
of  the  high  performance  characteristics  of DuPont's top perfluoroelastomer,
KalrezJ  when  compared  to  statistics found at Dupont's website.  Applications
using  KalrezJ  are among the most demanding and highest priced synthetic rubber
products.  The  Company  began  producing  Veraton  in  August  1999.

DISTRIBUTION  METHODS

The  Company intends to market and distribute its products through a combination
of  direct  sales  to  customers  currently  known  by management and the use of
outside  distributors.

In  June 1999, the Company entered into a non-exclusive agreement with Petro-Rep
Co.,  an  oil field supply company located in Kern County, California, to market
the  Company's  products.  Under the terms of the Petro-Rep agreement, Petro-Rep
will  receive up to 60,000 shares of the Company's common stock over a period of
twelve  (12)  months  if  the agreement is not earlier terminated.  In addition,
Petro-Rep  can  earn  additional  shares  of the Company's common stock based on
achieving  certain sales levels, plus Petro-Rep has an option to purchase 50,000
shares  of  common  stock  at  $1.00  per  share  during  the  first year of the
agreement.  Finally,  Petro-Rep will receive a commission of up to 20% of sales,
depending  on  the  exact  terms  of  each  individual  sale.  Petro-Rep will be
reimbursed  for  expenses  incurred  on  behalf of the Company.  Included in the
agreement  are  sales  projections  provided by Petro-Rep, which are $350,000 in
year  1,  $600,000  in year 2, and $1,000,000 in year 3 of the agreement.  As of
the  date  hereof, Petro-Rep has not been responsible for the sale of any of the
Company's  products.

In  June  1999,  the  Company  entered  into  an  agreement  with Gencon Capital
Resources,  Ltd. which provides Gencon with the exclusive distributorship rights
for  the  Company's  products in Canada.  Specific compensation to Gencon is not
included  in  the  agreement  and  will  be  negotiated  on a case-by-case basis
depending on market conditions at the time of sale.  It is anticipated by Gencon
that  they will generate revenues to the Company of $1,000,000 in the first year
of  the agreement and $2,000,000 in the second year of the agreement.  As of the
date  hereof,  Gencon  has  not  been  responsible  for  the  sale of any of the
Company's  products.

In  July 1999, the Company entered into an agreement with Shenzhen Yujiang Trade
Limited  which  provided  Shenzhen with the exclusive distributorship rights for
the  Company's  products  in  China.  Specific  compensation  to Shenzhen is not
included  in  the  agreement  and  will  be  negotiated  on a case-by-case basis
depending  on  market  conditions at the time of sale.  As part of the agreement
Shenzhen anticipates that they will generate revenues to the Company of $600,000
in  the  first  year  of  the  agreement,  $1,200,000  in the second year of the
agreement,  and  $2,500,000  in the third year of the agreement.  As of the date
hereof,  Shenzhen  has not been responsible for the sale of any of the Company's
products.


                                        5
<PAGE>

COMPETITION

The  Synthetic  Rubber  Industry  as  a  Whole

The synthetic rubber industry is primarily made up of large, industrial chemical
companies  located  throughout the world.  The industry is capital intensive for
both production and research and development.  Most of the competitive companies
have substantially greater financial resources than the Company, and typically a
significant  portion  of  their  revenues  are  reinvested  into  research  and
development.  In  addition,  many  competitive  companies have historic business
relationships  with  their  customers  or  have some form of mutual ownership or
financial  relationships.

The  Company  intends  to  establish  itself as a manufacturer of high end, high
performance  synthetic  rubber  products  that  can  be  used in many of today's
demanding  process  and  environmental applications.  It is a highly competitive
market.  The  Company  does  not intend to compete in the high volume segment of
the  industry,  where  price,  capacity, and production efficiencies control the
marketplace.  Instead,  the  Company intends to differentiate itself by offering
custom  molded  products  with superior characteristics at a price comparable to
the  current  competition.  The  Company  has  reviewed  publicly  available
information  and  performed  internal  research  on  the  characteristics  of
competitor's  products,  and  believes  that  their products will outperform the
competition's  products  in  many  areas, including resistance to heat and wear.
The  Company's  plans  can  be  described  in  two  phases:

-     Phase  I.  The Company plans to equip its manufacturing facility and be in
production of its oil field-related products during the third and fourth quarter
of  2000.

-     Phase II.  Following the implementation of Phase I, the Company intends to
install  an  on-site  testing  laboratory,  allowing the Company to complete and
enhance testing on future products for a variety of industries, not just the oil
field-related  industries.

Because the Company has the exclusive right to use proprietary formulas provided
to  it  by  Century  Rubber,  LLC,  the  Company believes that no competitor can
produce products which match the characteristics of their products.  By offering
superior  products  to the current competition, at substantially similar prices,
the  Company  believes  it  can  achieve  and  maintain profitability within the
industry.

Major  competitors include DuPont, which manufactures synthetic rubber compounds
known  as  VitonJ  and  KalrezJ.

Oil  and  Gas  Well  Producers

In  contrast  to  the  synthetic  rubber  industry  as  a whole, the oil and gas
industry uses large volumes of high performance rubber products and is extremely
fragmented.  In  most  cases,  petroleum  companies  have  ceased to stock parts
inventories  for  their field operating leases, and the parts inventory function
has fallen to stocking distributors.  Although there is powerful competition for
sales to this industry, the decentralization of the buying decision to the lease
engineer  and  the  ability to sell to stocking distributors who will market the
product  based  on  its  capabilities  creates an opportunity for the Company to
generate  sales.  For  these  reasons,  this  market  is currently the Company's
primary  target.

The  five  largest  competitors currently selling molded rubber products for oil
and  gas  production  wells  in California are Skinner Brothers, Ratigan, Huber,
Utex,  and  E.M.  Berry.


                                        6
<PAGE>

RAW  MATERIALS  AND  PRINCIPAL  SUPPLIERS

The  Company uses readily available chemicals and carbon black in the production
of  its  rubber  compounds.  The  chemicals  are  manufactured by several of the
world's  large  chemical companies in plants located in the United States and in
other  countries.  These  manufacturers  include Dow, Chevron and Mobil, and are
available  in  most  countries  through  various  distributors.

DEPENDENCE  ON  KEY  CUSTOMERS

The  Company  is not dependent presently on any one or several customers for the
sale  of  its  rubber  compound.  Sales  of  its  products are primarily to many
individual  oil  and  gas  well  operators who are not dependent on their parent
companies  for  the  purchase  decision.

PATENTS,  TRADEMARKS,  LICENSES

The  Company's  products are currently made from a formula made available to the
Company through a royalty-free license agreement with Century Rubber, LLC, whose
principal  members  include  present  and  former  members  of  the  Company's
management,  namely  David  H. Foran, Steven Tieu, and Nancy Sheo.  See "Certain
Relationships  and  Related  Transactions".  Under the terms of the license, the
Company  has the unrestricted right to manufacture, market, sell, and distribute
worldwide  all  products  made  from or derived from the licensed formula for an
indefinite  period of time.  The Company also has an option to acquire a license
for all new and future formulas and/or products developed by Century Rubber, LLC
on  terms  to be individually negotiated, as well as a right of first refusal to
match  the  terms  of  any license agreements negotiated by Century Rubber, LLC.

The  Company  currently makes its facilities available and provides office space
to  Century  Rubber,  LLC  without  charge,  but  does  not otherwise contribute
financially  to  the  research and/or development of formulas by Century Rubber,
LLC.  The  Company  does  not  charge  Century  Rubber, LLC for the use of their
facilities or office space, estimated to have a market value of between $250 and
$500  per  month,  because  management  believes  that  having  Century  Rubber
performing their research within a reasonable distance of the Company provides a
mutually  beneficial working relationship.  In the future, the Company may enter
into  agreements  with  Century  Rubber,  LLC  which  provide for the payment or
reimbursement  of  certain  expenses and other research and development costs in
exchange  for  license  rights.

Neither  Century  Rubber,  LLC  nor  the  Company  generally  relies upon patent
protection  for  their formulas and/or products, believing instead that treating
them as trade secrets affords better protection.  To date, competitors have been
unable  to reverse engineer the chemical composition of the Company's IRI-500 or
VeratonJ  products.  Based  on the chemical reactions that take place during the
proprietary mixing phase of production, Management believes that there is a very
small  likelihood that the trade secrets will ever be reverse engineered.  There
can  be  no  assurance  that  competitors  of  the Company do not have competing
patents which may preclude certain aspects of the Company's formulas or designs,
that  competitors  may reverse engineer and create competitive products to those
of  the  Company  or that other technological protection can be obtained for the
Company's  products.  No  assurance can be given that patents will be granted on
future  patent applications.  The Company has one trademark application pending,
that  for  the  trade  name  "Veraton".


                                        7
<PAGE>

GOVERNMENTAL  APPROVALS  AND  REGULATION

The  Company  is  currently  conducting  an assessment of the federal, state and
local  regulations to which it is subject.  The Company has had several meetings
with  the  City  of  Bakersfield  to  assist  in  making  this  determination.

The  Company  believes  it  is  in  compliance  with  federal,  state  and local
regulations  with  respect  to  environmental  protection.  The Company does not
anticipate  that  costs of compliance with such regulations will have a material
effect  on  its  capital  expenditures,  earnings  or  competitive  position.

RESEARCH  AND  DEVELOPMENT

During  the  past  twelve months, substantial improvements have been made to the
rubber  compounds  developed by the Company.  These improvements are a result of
continued  testing  by  the  Company  after using its licensed formula to create
sample  products.  These  testing  and  modification  efforts have resulted in a
rubber  compound  capable of withstanding continuous temperatures of up to 1,000
degrees Fahrenheit.  The product development efforts have led to the addition of
capabilities  to  withstand  corrosive  materials,  such as Silicone Oil.  Other
product  development  efforts have resulted in VeratonJ compound characteristics
that  include  resistance  to  radiation.

As a result of its license with Century Rubber, LLC, the Company has not engaged
in  a  significant  amount  of  research and development to date, other than the
testing  described  above.  All  of the research efforts have been undertaken by
Century  Rubber  at  no  direct  cost  to the Company.  As such, no research and
development costs have been directly borne by customers.  Although not currently
contemplated  by  the  Company,  it  may  undertake  significant  research  and
development  projects  in  the  future.

COST  OF  COMPLIANCE  WITH  ENVIRONMENTAL  REGULATIONS

The Company's manufacturing facility in Bakersfield, California is located in an
area  zoned  appropriately for the mixing of chemicals and carbon black.   Other
than  requirements  for  the  handling  and  storage  of  chemicals,  the  only
manufacturing requirements that must be addressed by the Company is installation
of  an  air  filtration  system  in its manufacturing facility, expected to cost
approximately  $50,000.

NUMBER  OF  EMPLOYEES

As  of July 12, 2000, the Company employed approximately 5 people on a full time
basis.  Of  these 5 employees, three are executive officers of the Company.  See
"Directors, Executive Officers, Promoters and Control Persons".  The remaining 2
are  an  administrative  support  staff  person  and  a  physical  plant worker.


                                        8
<PAGE>

ITEM  2  -  DESCRIPTION  OF  PROPERTY

On  June  3,  1999, the Company entered into a lease for an approximately 29,300
square  foot  facility  located  at 6801 McDivitt Drive, Bakersfield, California
93313.  The  lease  term  begins  on  September 1, 1999 and is effective through
August  31,  2004.  The  monthly base rent shall be equal to $8,500 in year one,
$8,775  in  year  two,  $9,038 in year three, $9,309 in year four, and $9,589 in
year  five  of the lease.  Under the terms of the lease, the Company has a right
of  first  refusal to purchase the premises and an option to renew the lease for
an additional five (5) year term beginning at $9,877 per month and increasing at
the end of each twelve (12) month period at a rate of 3% per annum.  In January,
2000,  the  Company  entered  into  an  agreement with its landlord whereby upon
re-leasing  the premises to a new tenant, and upon receipt by the landlord of an
aggregate  of  25,000  shares of common stock of the Company, the landlord would
release  the  Company  from any back rents owed, and from its future obligations
under  the  lease,  as  long  as  the new tenant continued to make payments in a
timely  manner.  A  new  tenant has occupied the McDivitt Drive premises and has
paid  the  rent  as  due.

The  Company  currently sublets office space at 4609 New Horizon Boulevard, Unit
8, Bakersfield, California 93313 from David Foran, the Company's Chief Financial
Officer,  pursuant  to a month-to-month arrangement at a monthly rent of $1,325.
This  is  the same rate that Mr. Foran pays under the terms of the master lease.

ITEM  3  -  LEGAL  PROCEEDINGS

The  Company  may  from  time  to  time be involved in various claims, lawsuits,
disputes with third parties, actions involving allegations of discrimination, or
breach  of  contract  actions  incidental to the operation of its business.  The
Company is not currently involved in any such litigation which it believes could
have  a  materially  adverse  effect  on  its  financial condition or results of
operations.

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

No  matters  were submitted to the security holders for a vote during the period
covered  by  this  report.


                                        9
<PAGE>
                                PART  II

ITEM  5  -  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

The  following  table  sets  forth the high and low bid prices for shares of the
Company's  common stock for the periods noted, as reported by the National Daily
Quotation  Service  and  the  NASDAQ  Bulletin  Board.  Quotations  reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.  On November 21, 1997, the Company's common stock
began  listing  on the NASDAQ exchange under the trading symbol EPLV.  Effective
on  April 27, 1999, the trading symbol for the Company's common stock changed to
IRIB.


                                       BID  PRICES
      YEAR     PERIOD                HIGH      LOW
     -----     ------                ----     ----


     2000     First  Quarter  (1)     .09      .02
              Second Quarter  (1)     .09      .02

     1999     First  Quarter          .07      .06
              Second Quarter         1.94     1.00
              Third  Quarter         1.47     0.36
              Fourth Quarter         0.49     0.14

     1998     First  Quarter         5.19     3.90
              Second Quarter         3.62     2.12
              Third  Quarter          .44      .06
              Fourth Quarter          .10      .06

(1)     During  the  first  and second quarter of 2000, the Company's securities
were  traded  on the "pink sheets".  Because of the lack of accurate information
for  securities  traded  on  the  pink sheets, the high and low prices reflected
herein  are  only  estimates.

Pursuant  to  NASD Eligibility Rule 6530 (the "Rule") issued on January 4, 1999,
issuers who do not make current filings pursuant to Sections 13 and 15(d) of the
Securities  Act  of  1934  are  ineligible  for  listing  on  the  NASDAQ  Over-
the-Counter  Bulletin  Board.  Pursuant to the Rule, issuers who are not current
with  such  filings  are  subject  to de-listing pursuant to a phase-in schedule
depending  on  each issuer's trading symbol as reported on January 4, 1999.  The
Company's  trading  symbol  on January 4, 1999 was EPLV.  Therefore, pursuant to
the  phase-in  schedule,  the  Company  was  de-listed  in  November,  1999.

The  Company  is not currently in compliance with the Rule, and in the past, has
not  made  filings  pursuant  to  Sections 13 and 15(d) of the Securities Act of
1934.  The  Company has filed this Registration Statement on Form 10-SB in order
to  become  a "reporting" company and therefore comply with the Rule.  Quotation
of the Company's securities was removed from the OTCBB on November 18, 1999, and
will  remain  removed  until such time as the Securities and Exchange Commission
("SEC")  has  reviewed  the  Company's  Form 10-SB and has stated that it has no
further  comments  Once  the  Company  has  complied with the Rule, it will once
again  become eligible for listing on the NASDAQ Over-the-Counter Bulletin Board
and  will  seek  to be reinstated on the NASDAQ Over-the-Counter Bulletin Board.


                                       10
<PAGE>

The  Securities  Enforcement  and  Penny  Stock  Reform  Act  of  1990  requires
additional disclosure relating to the market for penny stocks in connection with
trades  in  any  stock  defined  as  a  penny stock.  The Commission has adopted
regulations  that  generally define a penny stock to be any equity security that
has  a market price of less than $5.00 per share, subject to certain exceptions.
Such  exceptions  include  any  equity  security listed on Nasdaq and any equity
security  issued  by  an  issuer  that  has  (i) net tangible assets of at least
$2,000,000,  if  such  issuer  has been in continuous operation for three years,
(ii)  net  tangible  assets  of  at least $5,000,000, if such issuer has been in
continuous  operation for less than three years, or (iii) average annual revenue
of at least $6,000,000, if such issuer has been in continuous operation for less
than three years.  Unless an exception is available, the regulations require the
delivery,  prior  to  any  transaction  involving a penny stock, of a disclosure
schedule  explaining  the penny stock market and the risks associated therewith.

NUMBER  OF  SHAREHOLDERS

The number of beneficial holders of record of the common stock of the company as
of  the  close  of  business on June 12, 2000 was approximately 90.  Many of the
shares  of the Company's common stock are held in "street name" and consequently
reflect  numerous  additional  beneficial  owners.

DIVIDEND  POLICY

To  date,  the  Company  has declared no cash dividends on its common stock, and
does  not expect to pay cash dividends in the next term.  The Company intends to
retain  future earnings, if any, to provide funds for operation of its business.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

Prior  to  the  merger  of  EPL  and  IRI

In  connection  with  a  private  offering  of  securities which was made by the
Company  in  January  1998,  the Company sold an aggregate of 2,200,000 units to
sixteen  (16) purchasers under Rule 504 of Regulation D of the Securities Act of
1933.  Each  Unit  contained  one  (1)  share of common stock and one (1) common
stock  purchase warrant.  The Warrants were exercisable for a period of one year
from  the date of issuance at a price of $1.00 per share.  Each Unit was sold at
a price of $0.25 per unit, resulting in net proceeds to the Company of $550,000.

In  connection with the exercise of the Warrants, an aggregate of 500,000 shares
of common stock was issued to  three (3) existing shareholders in February 1998,
resulting  in  net proceeds to the Company of $500,000.  The issuance was exempt
from  registration under Rule 504 of Regulation D in accordance with the sale of
the  Units  in  January  1998.

In  connection  with the exercise of the Warrants, an aggregate of 20,000 shares
of  common  stock  was  issued  to  one  (1)  existing  shareholder in May 1998,
resulting  in  net  proceeds to the Company of $20,000.  The issuance was exempt
from  registration  under  Rule  506  of  Regulation  D.

In  connection  with  a  private  offering  of  securities which was made by the
Company  in  April  1999,  the Company sold an aggregate of 13,500,000 shares of
common  stock to ten (10) accredited investors under Rule 504 of Regulation D of
the  Securities Act of 1933.  Each share was sold at a price of $0.04 per share,
resulting  in  net  proceeds  to  the  Company  of  $540,000.


                                       11
<PAGE>

Subsequent  to  the  merger  of  EPL  and  IRI

On  April  26,  1999, the Company, which at the time was designated EPL Ventures
Corp.,  a  Florida  corporation, acquired all of the outstanding common stock of
Industrial  Rubber  Innovations,  Inc.,  a  Nevada  corporation,  in  a business
combination  described as a "reverse acquisition."  For accounting purposes, the
acquisition  has  been treated as the acquisition of EPL by IRI-Nevada.  As part
of  the acquisition, EPL changed its name to Industrial Rubber Innovations, Inc.
Immediately  prior  to  the  acquisition,  and  following the effectiveness of a
1-for-5 reverse stock split which was part of the acquisition, EPL had 3,444,000
shares  of  common  stock  outstanding.  As  part  of  EPL's reorganization with
IRI-Nevada,  EPL issued 3,800,000 shares of its common stock to the shareholders
of IRI-Nevada in exchange for 3,800 shares of IRI-Nevada common stock (1,420,000
of  the  shares  issued  have since been cancelled and returned to the Company's
treasury).  In addition, the Company issued warrants to purchase an aggregate of
2,000,000  shares of its common stock to the IRI-Nevada shareholders (800,000 of
the warrants have since been cancelled).  All of the issuances were exempt under
Section  4(2)  of  the  Securities  Act  of  1933.

On  June  1, 1999, pursuant to a verbal agreement with an investor in IRI-Nevada
prior  to  its  merger  with  EPL  Ventures Corp., the Company issued to Pegasus
Consulting,  an  accredited investor, warrants to acquire 9,333 shares of common
stock  at  a  price  of  $0.75  per  share, exercisable until June 1, 2000.  The
issuance  was  exempt  under  Section  4(2)  of  the  Securities  Act  of  1933.

On  January  18,  1999,  IRI-Nevada  entered  into  a loan agreement with Gencon
Investments,  Ltd.,  an accredited investor, whereby Gencon loaned to IRI-Nevada
the  sum  of $37,500.  In accordance with the terms of the agreement, on May 25,
1999,  the  Company issued to Gencon warrants to acquire 50,000 shares of common
stock  at  a  price  of  $0.75  per  share,  exercisable until May 21, 2000.  In
addition, and in accordance with the terms of the agreement, on May 25, 1999 the
Company  issued  to two Gencon affiliates, Gordon Reid and Robert Dent, warrants
to acquire 100,000 shares and 150,000 shares, respectively, of common stock at a
price  of $0.75 per share, exercisable until May 21, 2000.  All of the issuances
were  exempt  under  Section  4(2)  of  the  Securities  Act  of  1933.

In  July 1999, the Company issued an aggregate of 30,000 shares of common stock,
restricted  in  accordance  with Rule 144, to MRC Legal Services Corporation and
one of its employees as payment for certain services rendered.  The issuance was
exempt  from  registration  under  Section  4(2)  and  Rule 506 of Regulation D.

In  September  1999,  the  Company  issued an aggregate 256,227 shares of common
stock, restricted in accordance with Rule 144, to three (3) accredited investors
in  exchange  for  an  aggregate  of  $166,000.  The  issuance  was  exempt from
registration  under  Rule  506  of  Regulation  D.

In October 1999, the Company issued 70,000 shares of common stock, restricted in
accordance  with  Rule  144,  to  one (1) accredited investor in settlement of a
dispute.  The issuance was exempt from registration under Rule 506 of Regulation
D.

In  January  and March 2000, the Company issued an aggregate of 90,000 shares of
common  stock,  restricted  in accordance with Rule 144, to three (3) accredited
investors in exchange for an aggregate of $20,000.  The issuance was exempt from
registration  under  Rule  506  of  Regulation  D.

In  June  2000,  the  Company  issued an aggregate of 1,600,000 shares of common
stock,  restricted  in accordance with Rule 144, to a single accredited investor
in  exchange  for  aggregate  consideration equal to $112,000.  The issuance was
exempt  from  registration  under  Rule  506  of  Regulation  D.


                                       12
<PAGE>

ITEM  6  -  PLAN  OF  OPERATION

The  following  discussion  contains certain forward-looking statements that are
subject  to  business  and  economic  risks and uncertainties, and the Company's
actual  results  could  differ materially from those forward-looking statements.
The  following  discussion  regarding  the  financial  statements of the Company
should  be  read in conjunction with the financial statements and notes thereto.

The  Company's  prior full fiscal year ending October 31, 1998 is not indicative
of  the  Company's  current  business  plan  and operations.  During the periods
ending  October  31,  1997 and October 31, 1998, the Company had no revenues and
was  in its development stages.  For the fiscal year ended October 31, 1999, the
Company  had  very  limited  revenues  and  continued in its development stages.
After the Company's merger with IRI-Nevada, as previously discussed, the current
business  plan was implemented.  Therefore, this plan of operation will focus on
the  Company's current business plan and operations.  For information concerning
the  Company's  prior  full  fiscal  years, the Company refers the reader to the
financial  statements  provided  herewith.

Industrial  Rubber  Innovations,  Inc.  develops,  manufactures,  and  markets
specialty  synthetic rubber molded products from its synthetic rubber compounds.
Described  simplistically,  the  Company  manufactures a rubber compound in bulk
which has the ability to withstand friction, heat, and wear-and-tear better than
the competition.  The bulk product is custom molded, either by the Company or by
a third party who purchases the compound in bulk from the Company, into products
for the end-user.  Until August 1999, the Company marketed and sold its existing
inventory  of  its sole product, IRI-500.  Beginning in August 1999, the Company
began  producing  its new product, VeratonJ, whose characteristics substantially
exceed  those  of IRI-500.  The Company has now exhausted its existing inventory
of  IRI-500, and is focusing its manufacturing and marketing efforts entirely on
the Veraton product line.  The Company was organized as a Florida corporation on
August  7,  1986  and  is  currently  based  in  Bakersfield,  California.

On  April  26,  1999, the Company, which at the time was designated EPL Ventures
Corp.,  a  Florida  corporation, acquired all of the outstanding common stock of
Industrial  Rubber  Innovations,  Inc.,  a  Nevada  corporation,  in  a business
combination  described as a "reverse acquisition."  For accounting purposes, the
acquisition  has  been treated as the acquisition of EPL by IRI-Nevada.  As part
of  the acquisition, EPL changed its name to Industrial Rubber Innovations, Inc.

Prior  to  the  reorganization,  the  business  of IRI-Nevada was operated for a
period  of  at  least  three  years  as a proprietorship owned by Steven Tieu, a
Director  of  the  Company.  The  company  was  engaged  in  a limited amount of
business  activity, primarily the sale in the United States of a small amount of
its  IRI-500  product which was manufactured by contract-manufacturers in China.
The  Company's  current  business  plan  is  primarily an expansion of its sales
efforts  in  the  United  States, the introduction of a new and improved Veraton
product  line,  and  the  manufacture  of  its  products  in  the United States.

In  order  to  fulfill  orders  for products, the Company is currently using its
existing  supply  of products in inventory, which is manufactured under contract
in China.  During the next twelve months, the Company intends to equip its newly
leased facility with the necessary equipment to begin manufacturing its products
in  Bakersfield.  Once  fully  operational,  it  is  anticipated  that  the
manufacturing  facility will employ approximately 12  - 15 people on a full time
basis.


                                       13
<PAGE>

Liquidity

The  Company  currently  has  a  minimal  amount  of capital available to it and
anticipates the need for at least $1,000,000 during the next twelve months to be
used  for  working capital purposes, marketing, and to acquire equipment.  It is
anticipated  that  the  Company will undertake a private placement of its common
stock in order to raise the necessary capital.  In the event that the Company is
unable to raise the necessary capital, its ability to manufacture and market its
products  will be severely limited, and its financial results will be materially
harmed.

The  Company  was  previously  the  owner of record of an investment interest in
Savant  Biomedical,  Inc.  The  Savant  interest was acquired by the Company for
$850,000  in  fiscal  year 1998, prior to the merger transaction with Industrial
Rubber  Innovations,  Inc.  In March 1999, the Company entered into an agreement
with  Co-Victory  Capital  Ltd.  ("Co-Victory") to sell all of its investment in
Savant  as  well  as  a  debenture  receivable from Savant for total proceeds of
$800,000.  In  July  1999,  the  Company  entered  into an Escrow Agreement with
Co-Victory  and  various  other  parties  wherein  the parties transferred their
investment  of  1,519,000  shares  of  the  Company  to  an escrow agent, who is
responsible for the sale of those shares on behalf of Co-Victory and the various
other  parties.  The  proceeds  from  the sale of the shares by the escrow agent
will  compromise  the total proceeds to be received by the Company from the sale
of  its  investment  in  Savant and the debenture receivable.  As at October 31,
1999,  the Company has written-off its investment in Savant and has written-down
its  investment  in the debenture receivable to $117,800, based on the estimated
proceeds  from  the  sale  of  the  shares  of  the Company by the escrow agent.

It  is  not currently contemplated that the Company will perform any substantial
product  research  or  development  during  the  next  twelve  months.

The Company's chartered accountants have stated in their report included in this
Form  10-SB  that unless the Company attains future profitable operations and/or
obtains  additional  financing,  there  is substantial doubt about the Company's
ability  to  continue  as  a  going  concern.  As  stated  in  Item  3 - Plan of
Operation,  the  Company  is  currently seeking additional financing to fund its
operations  until  it  reaches  a  level  of  profitability.  If  the Company is
successful  in  obtaining such financing and reaching profitability, it believes
that its certified public accountants would not issue a going concern opinion in
its  upcoming Fiscal Year 2000 report.  However, there can be no assurances that
the  Company will be able to raise sufficient capital to meet its needs.  If the
Company  is  not  successful  in raising the necessary capital, then the Company
believes  that  its  independent  certified  public  accountants  would issue an
opinion  with  a  similar  going  concern  modification  regarding the Company's
financial  condition.

Capital  Expenditures

The  Company  expects  to  finance  the  purchase  of the equipment necessary to
complete  its newly leased facility through equipment leasing financing, however
the  Company is not currently negotiating any terms of said equipment financing.

ITEM  7  -  FINANCIAL  STATEMENTS

The  financial  statements  called  for under this item appear under the caption
Index  to  Financial  Statements  (Page  F-1  hereof).


                                       14
<PAGE>

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

Prior  to  the  acquisition  of IRI-Nevada, EPL engaged Barry L. Friedman, P.C.,
Certified Public Accountants ("Mr. Friedman"), to audit the Company' s financial
statements  for  the year ended December 31, 1996 and the ten month period ended
October  31,  1997.

Effective  March  11,  1999,  Davidson  &  Company,  Chartered Accountants, were
engaged  by  the  Company  as  their principal accountant to audit the Company's
financial  statements  for  the  period  of  incorporation  on August 7, 1986 to
October  31,  1998  and  not the ten month period ended October 31, 1997 and the
year ended December 31, 1998.  There have been no disagreements between Barry L.
Friedman,  Davidson & Company and Management of the type required to be reported
under  this  Item  8  since  the  date  of  their  engagement.


                                       15
<PAGE>

                                  PART  III

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

The  following  table sets forth the names and ages of the current directors and
executive  officers of the Company, the principal offices and positions with the
Company  held  by  each  person  and  the  date such person became a director or
executive  officer  of  the  Company.  The executive officers of the Company are
elected  annually by the Board of Directors.  The directors serve one year terms
until  their  successors are elected.  The executive officers serve terms of one
year  or  until  their  death, resignation or removal by the Board of Directors.
Other  than the relationship between Mr. Tieu, who is the son of Ms. Sheo, there
are no family relationships between any of the directors and executive officers.
In  addition,  there  was  no arrangement or understanding between any executive
officer  and  any  other  person pursuant to which any person was selected as an
executive  officer.

The  directors  and  executive  officers  of  the  Company  are  as  follows:

Name                         Age          Positions
----                         ---          ---------

David  H.  Foran             51          Acting President, Chief Financial
                                         Officer, Secretary, Director (1999)

Steven  Tieu                 32          Vice  President of Technical Support,
                                         Director (1999)

Nancy  Sheo                  42          Vice  President  of  Development (1999)

DAVID  H. FORAN has been the Company's Chief Financial Officer since April 1999,
and  was  its  Acting  President  from  September  30,  1999, when the Company's
then-President,  John  Proulx, resigned until February 15, 2000, when Richard E.
Frasch,  Jr.  became  Chief Executive Officer.  Mr. Foran has served in numerous
financial  positions  in  the  mortgage  banking  industry, including terms with
Associates  Financial  Services  from  1970 to 1974, Citibank from 1974 to 1976,
Nova  Financial Services from 1990 to 1996, and Million Plus Realty from 1996 to
1998.  While  at  Nova  Financial  Services, Mr. Foran was a Mortgage Consultant
responsible  for  brokering  residential and commercial mortgages through banks,
life  insurance  companies,  and trust companies.  While at Million Plus Realty,
Mr.  Foran  was a Financial Manager responsible for the financing of real estate
projects,  raising  capital, and overall financial management.  In addition, Mr.
Foran  has worked as an independent consultant since 1995, with responsibilities
including  structuring  and  funding transactions, and accounting and reporting.

STEVEN  TIEU  learned  rubber  development and production at his family's rubber
plant  in  Vietnam, which also manufactured motorcycles for Honda.  Since moving
to the United States in the 1980's, Mr. Tieu has used his experience, additional
education,  and  training to continue as a proprietor in the rubber industry and
in  the  import-export business.  Specifically, from 1990 through 1998, Mr. Tieu
was  the  proprietor  of  T&T  Rubber,  which  imported  rubber  from  China for
distribution  in  the  United  States.

NANCY  SHEO,  Steven  Tieu's mother, has been involved in all phases of the Tieu
family  rubber  business  since the 1960's.  Although she holds no formal higher
education  degrees,  she  has  years of practical experience in the research and
development  and use of rubber compounds and the manufacture of rubber products.
From  1990  through 1998, Ms. Sheo was an employee and proprietor of T&T Rubber,
which  imported  rubber  from  China  for  distribution  in  the  United States.


                                       16
<PAGE>

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934.

Section  16(a)  of  the  Securities  Exchange Act of 1934 requires the Company's
directors  and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports  of  ownership  and  reports of changes in ownership of Common Stock and
other  equity  securities  of the Company.  Officers, directors and greater than
ten  percent shareholders are required by SEC regulations to furnish the Company
with  copies  of  all  Section  16(a)  forms  they  file.

To  the  Company's knowledge all Section 16(a) filing requirements applicable to
the Company's officers, directors and greater than ten percent shareholders were
complied  with.

ITEM  10  -  EXECUTIVE  COMPENSATION

On  May  15,  1999, the Company entered into a two (2) year Employment Agreement
with  John  Proulx,  the  Company's  then-President and CEO, whereby the Company
agreed  to  pay  Mr. Proulx an annual salary of $60,000.  On September 30, 1999,
Mr.  Proulx  resigned  as  an officer, director, and employee of the Company for
personal  reasons,  and  his  employment  agreement  was  terminated.

On  May  15,  1999, the Company entered into a two (2) year Employment Agreement
with  David  H. Foran, the Company's then-Chief Financial Officer and Secretary,
whereby  the  Company  will  pay  Mr.  Foran  an  annual salary of $60,000.  The
Agreement  can  be terminated at any time for cause, as defined therein, without
penalty  or severance.  The Agreement can be terminated by Mr. Foran at any time
for  good  reason, as defined therein, in which case Mr. Foran would be entitled
to one-year's compensation as severance.  The Agreement may be terminated by the
Company  after the first year for good reason, as defined therein, in which case
Mr.  Foran  would  be  entitled  to  one-year's  compensation  as  severance.

On  May  15,  1999, the Company entered into a two (2) year Employment Agreement
with Steven Tieu, the Company's Vice President of Technical Support, whereby the
Company  will  pay  Mr.  Tieu an annual salary of $60,000.  The Agreement can be
terminated  at  any  time  for  cause,  as  defined  therein, without penalty or
severance.  The  Agreement  can  be  terminated by Mr. Tieu at any time for good
reason,  as  defined  therein,  in  which  case  Mr.  Tieu  would be entitled to
one-year's  compensation  as  severance.  The Agreement may be terminated by the
Company  after the first year for good reason, as defined therein, in which case
Mr.  Tieu  would  be  entitled  to  one-year's  compensation  as  severance.

On  May  15,  1999, the Company entered into a two (2) year Employment Agreement
with  Benny  Hun,  the  Company's then-Vice President of Production, whereby the
Company  agreed  to  pay Mr. Hunn an annual salary of $60,000.  On September 30,
1999, Mr. Hunn resigned as an officer, director, and employee of the Company for
personal  reasons,  and  his  employment  agreement  was  terminated.

On  May  15,  1999, the Company entered into a two (2) year Employment Agreement
with  Nancy  Sheo,  the  Company's  Vice  President  of Development, whereby the
Company  will  pay  Ms.  Sheo an annual salary of $60,000.  The Agreement can be
terminated  at  any  time  for  cause,  as  defined  therein, without penalty or
severance.  The  Agreement  can  be  terminated by Ms. Sheo at any time for good
reason,  as  defined  therein,  in  which  case  Ms.  Sheo  would be entitled to
one-year's  compensation  as  severance.  The Agreement may be terminated by the
Company  after the first year for good reason, as defined therein, in which case
Ms.  Sheo  would  be  entitled  to  one-year's  compensation  as  severance.


                                       17
<PAGE>

On  February  15,  2000,  the  Company  entered  into  a two (2) year Employment
Agreement  with  Richard  E.  Frasch,  Jr.,  the  Company's then-Chief Executive
Officer.  Under  the terms of the Agreement, the Company was to pay Mr. Frasch a
salary  of  Six  Thousand  Dollars  ($6,000)  per month for the first six months
following  the effective date thereof, increasing to Seven Thousand Five Hundred
Dollars  ($7,500)  per month thereafter.  In addition, Mr. Frasch was to receive
warrants  to  acquire  an  aggregate  of  500,000 shares of the Company's common
stock,  exercisable  until  February 15, 2003, at an exercise price of $0.50 per
share.  The warrants vest at the rate of one-twenty fourth (1/24) per month over
the  term of the Agreement.  The Agreement may be terminated by the Company with
thirty  (30) days notice, in which event Mr. Frasch would be entitled to receive
severance  compensation  equal to ninety (90) days salary.  The Company may also
terminate  the Agreement during the thirty (30) day period immediately following
its  first  six (6) month period, without severance or penalty, in the event the
Company  is  not  successful  in  obtaining  at  least  $500,000  in  financing.
Effective  on  June  15,  2000, Mr. Frasch resigned as an officer, director, and
employee  of  the  Company.

On  June  3,  1999,  the  Company's  Board  of  Directors  and a majority of its
shareholders  approved  the  Industrial  Rubber  Innovations, Inc. Omnibus Stock
Option  Plan,  effective  July 1, 1999.  Under the terms of the Option Plan, the
Board  of  Directors  has  the sole authority to determine which of the eligible
persons  shall  receive  options,  the number of shares which may be issued upon
exercise  of  an  option,  and other terms and conditions of the options granted
under the Plan to the extent they don't conflict with the terms of the Plan.  An
aggregate  of 750,000 shares of common stock are reserved for issuance under the
Plan  during  the  year July 1, 1999 to June 30, 2000.  For each subsequent year
beginning July 1, 2000, there shall be reserved for issuance under the Plan that
number  of shares equal to 10% of the outstanding shares of common stock on July
1 of that year.  The exercise price for all options granted under the Plan shall
be  100%  of  the fair market value of the Company's common stock on the date of
grant,  unless  the  recipient  is  the  holder  of more than 10% of the already
outstanding securities of the Company, in which case the exercise price shall be
110%  of  the  fair  market  value  of the Company's common stock on the date of
grant.  All options shall vest equally over a period of five years from the date
of issuance.  Currently, the Board of Directors has not issued any options under
the  terms  of  the  Plan.


                                       18
<PAGE>

SUMMARY  COMPENSATION  TABLE

The  Summary  Compensation  Table  shows  certain  compensation  information for
services  rendered in all capacities for the fiscal years ended October 31, 1998
and  1999.  Other  than  as  set forth herein, no executive officer's salary and
bonus  exceeded  $100,000  in  any  of  the  applicable  years.  The  following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.
<TABLE>
<CAPTION>


                           SUMMARY COMPENSATION TABLE

                     Annual  Compensation               Long  Term Compensation
                    ---------------------          ----------------------------
                                                   Awards             Payouts
                                              --------------------   ----------
<S>                       <C>            <C>          <C>            <C>        <C>         <C>             <C>        <C>
                                                                                 RESTRICTED    SECURITIES
                                                                   OTHER ANNUAL   STOCK        UNDERLYING   LTIP     ALL OTHER
                                        SALARY         BONUS       COMPENSATION   AWARDS       OPTIONS     PAYOUTS   COMPENSATION
                          YEAR            ($)            ($)             ($)        ($)         SARS (#)     ($)         ($)
NAME AND
PRINCIPAL
POSITION

John Proulx (1)             1998         - 0 -            -0-           -0-         -0-            -0-       -0-         -0-
(President, CEO)          (10/31)


                            1999        22,500            -0-           -0-        - 0 -          - 0 -      -0-         -0-
                          (10/31)


David H. Foran              1998         - 0 -            -0-           -0-         -0-            -0-       -0-         -0-
(Acting President,        (10/31)
 CFO, Secretary)

                            1999        22,500            -0-           -0-        - 0 -          - 0 -      -0-         -0-
                          (10/31)

</TABLE>

(1)  Mr.  Proulx  resigned  as an officer, director, and employee of the Company
effective  September  30,  1999.


                                     OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                           (INDIVIDUAL GRANTS)
<TABLE>
<CAPTION>



<S>             <C>                    <C>                        <C>                      <C>
                NUMBER OF SECURITIES   PERCENT OF TOTAL
                UNDERLYING             OPTIONS/SAR'S
                OPTIONS/SAR'S          GRANTED TO                 EXERCISE OF BASE PRICE
                GRANTED (#)            EMPLOYEES IN FISCAL YEAR        ($/SH)                EXPIRATION DATE
NAME
-------------------------------------------------------------------------------------------------------------
John Proulx          - 0 -                   --                           --                     --


David H. Foran       - 0 -                   --                           --                     --

</TABLE>


                                       19
<PAGE>

                           AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                         AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>

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

                                                                      NUMBER OF UNEXERCISED
                                                                     SECURITIES UNDERLYING     VALUE OF UNEXERCISED IN-
                                                                      OPTIONS/SARS AT FY-END   THE-MONEY OPTION/SARS
                SHARES ACQUIRED ON                                            (#)                    AT FY-END ($)
                EXERCISE (#)             VALUE REALIZED ($)         EXERCISABLE/UNEXERCISABLE   EXERCISABLE/UNEXERCISABLE
NAME
--------------------------------------------------------------------------------------------------------------------------

John Proulx            -0-                        -0-                       - 0 -                         --


David H. Foran         -0-                        -0-                       - 0 -                         --

</TABLE>
COMPENSATION  OF  DIRECTORS

The  Directors  have not received any compensation for serving in such capacity,
and the Company does not currently contemplate compensating its Directors in the
future  for  serving  in  such  capacity.

ITEM  11  -  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT

The  following  table  sets forth, as of July 12, 2000, certain information with
respect  to  the  Company's equity securities owned of record or beneficially by
(i)  each  Officer  and  Director  of  the  Company;  (ii)  each person who owns
beneficially  more  than  5%  of  each class of the Company's outstanding equity
securities;  and  (iii)  all  Directors  and  Executive  Officers  as  a  group.


<TABLE>
<CAPTION>



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

                                                    Name and Address of               Amount and Nature
Title of Class                                      Beneficial Owner                  of Beneficial       Percent of Class
--------------                                      ------------------                Ownership          ------------------
                                                                                    -----------------

Common Stock                                       David H. Foran                       210,000 (1)            2.6 %
                                                   4609 New Horizon Drive, Unit 8
                                                   Bakersfield, CA  93313


Common Stock                                       Steven Tieu                          270,000 (2)            3.3 %
                                                   4609 New Horizon Drive, Unit 8
                                                   Bakersfield, CA  93313


Common Stock                                       Nancy Sheo                           250,000 (3)            3.0 %
                                                   4609 New Horizon Drive, Unit 8
                                                   Bakersfield, CA  93313


All Officers and Directors
as a Group (3 Persons)
                                                                                        730,000 (1)(2)(3)      8.7 %

</TABLE>

(1)     Includes warrants to acquire 100,000 shares of common stock, exercisable
until  May  1,  2001  at  an  exercise  price  of  $0.50  per  share.


                                       20
<PAGE>

(2)     Includes warrants to acquire 200,000 shares of common stock, exercisable
until  May  1,  2001  at  an  exercise  price  of  $0.75  per  share.

(3)     Includes warrants to acquire 200,000 shares of common stock, exercisable
until  May  1,  2001  at  an  exercise  price  of  $0.75  per  share.


The  Company  believes  that  the  beneficial owners of securities listed above,
based  on  information furnished by such owners, have sole investment and voting
power  with  respect  to  such  shares, subject to community property laws where
applicable.  Beneficial  ownership is determined in accordance with the rules of
the Commission and generally includes voting or investment power with respect to
securities.  Shares  of  stock  subject  to  options  or  warrants  currently
exercisable,  or exercisable within 60 days, are deemed outstanding for purposes
of  computing the percentage of the person holding such options or warrants, but
are not deemed outstanding for purposes of computing the percentage of any other
person.

ITEM  12  -  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

On  April  26,  1999, the Company, which at the time was designated EPL Ventures
Corp.,  a  Florida  corporation  acquired all of the outstanding common stock of
Industrial  Rubber  Innovations,  Inc.,  a  Nevada  corporation,  in  a business
combination  described as a "reverse acquisition."  For accounting purposes, the
acquisition  has  been treated as the acquisition of EPL by IRI-Nevada.  As part
of  the acquisition, EPL changed its name to Industrial Rubber Innovations, Inc.
Immediately  prior  to  the  acquisition,  and  following the effectiveness of a
1-for-5 reverse stock split which was part of the acquisition, EPL had 3,444,000
shares  of  common  stock  outstanding.

As  part of EPL's reorganization with IRI-Nevada, EPL issued 3,800,000 shares of
its  common stock to the shareholders of IRI-Nevada in exchange for 3,800 shares
of  IRI-Nevada  common  stock.  In  addition,  the  Company  issued  warrants,
exercisable until May 1, 2001 and containing registration rights, to purchase an
aggregate of 2,000,000 shares of its common stock, one-half at an exercise price
of  $0.50  and  one-half  at  an  exercise  price  of  $0.75,  to the IRI-Nevada
shareholders  (800,000  of  the warrants have since been cancelled).  EPL had no
significant  operations  prior  to  the  merger.

A  shareholder  of  the  Company  retained  the  services  of  Fritz Boudreaux &
Associates  in approximately May 1999 to perform public relations services.  The
oral  agreement with Fritz Boudreaux & Associates lasted for only one month, and
Boudreaux  was  compensated  with  4,000 shares of common stock transferred from
that  shareholder.

In  approximately  May  1999,  the  Company entered into a verbal agreement with
Market-Info.com  wherein  the  Company  agreed  to  pay a fee of $1,000, plus an
additional  $500  per  month  for  each month that the Company's information was
available  on  the Market-Info.com web site.  The Company paid a total of $2,500
under  the  terms  of  that  agreement,  which  was  been  terminated.

In  approximately  May  1999,  the  Company entered into a verbal agreement with
Internetstockmarket.com,  wherein  the Company agreed to pay a fee of $2,500 per
month  for  each  month  that  the  Company's information was available on their
website.  After  the  first month, and the resulting $2,500 payment, the Company
had  its  profile  removed  from  the  Internetstockmarket.com  website.


                                       21
<PAGE>

Effective  June  25,  1999,  the  Company  entered  into  a royalty-free license
agreement  with  Century Rubber, LLC which gives the Company the exclusive right
to  manufacture, market, sell and distribute products using a proprietary rubber
compound  formula.  Under  the  terms  of  the  license,  the  Company  has  the
unrestricted  right  to  manufacture, market, sell, and distribute worldwide all
products made from or derived from the licensed formula for an indefinite period
of  time.  The  Company  also has an option to acquire a license for all new and
future  formulas and/or products developed by Century Rubber, LLC on terms to be
individually  negotiated, as well as a right of first refusal to match the terms
of any license agreements negotiated by Century Rubber, LLC.  The license is for
an  indefinite  period, unless terminated by Century Rubber, LLC due to a breach
of the Agreement by the Company.  The members of Century Rubber, LLC are Messrs.
Foran and Tieu, and Ms. Sheo, each a present member of the Company's management.
The  proprietary  formula which is the subject of the license was transferred to
Century  Rubber,  LLC  by the above identified individuals, then licensed to the
Company,  as  a  method  of protecting its proprietary nature from creditors and
competitors.  See  "Patents,  Trademarks,  Licenses".  As  a  result  of  the
transaction,  there  exists  a  potential  conflict  of interest between Century
Rubber,  LLC,  the  Company, and the members of the Company's management who are
members  of Century Rubber, LLC in that a dispute may arise concerning the terms
of the license agreement or its termination, and the interests and objectives of
the Company may be different than the interests and objectives of the members of
Century  Rubber,  LLC.

The  Company  does  not have a conflicts policy and does not anticipate adopting
one.

The  Company  currently sublets office space at 4609 New Horizon Boulevard, Unit
8, Bakersfield, California 93313 from David Foran, the Company's Chief Financial
Officer,  pursuant  to  a verbal month-to-month arrangement at a monthly rent of
$1,325.  This is the same rate that Mr. Foran pays under the terms of the master
lease.

ITEM  13  -  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)     EXHIBITS


EXHIBIT  NO.     DESCRIPTION
------------     -----------

*2               Agreement  and  Plan  of  Reorganization  dated  April 12, 1999
*3.1             Articles of Incorporation of Henry Winkler, Inc. Filed August
                 7,  1986
*3.2             Amendment  to  Articles  of Incorporation Filed June 23, 1997
*3.3             Amendment to Articles of Incorporation Filed November 3, 1997
*3.4             Articles  of Merger filed with the Florida Secretary of State
                 on  April  26,  1999
*3.5             Bylaws
*10.1            Loan  Agreement  with Gencon Investments, Ltd. dated January
                 18,  1999
*10.2            License  Agreement  with  Century Rubber, LLC dated June 25,
                 1999
*10.3            Employment  Agreement  for  John  Proulx  dated May 15, 1999
*10.4            Employment  Agreement  for David H. Foran dated May 15, 1999
*10.5            Employment  Agreement  for  Benny  Hun  dated  May  15, 1999
*10.6            Employment  Agreement  for  Steven  Tieu  dated May 15, 1999
*10.7            Employment  Agreement  for  Nancy  Sheo  dated  May 15, 1999
*10.8            Lease  of  Premises  Located  at  6801  McDivitt  Drive,
                 Bakersfield,  CA
*10.9            Omnibus  Stock  Option  Plan  adopted  June  3,  1999
*10.10           Marketing  Consulting  Agreement  with  Petro-Rep  Co.
*10.11           Manufacturer's  Distributorship  Agreement  with  Gencon
                 Capital  Resources  Ltd.
*10.12           Distribution  Agreement with Shenzhen Yujiang Trade Limited
*10.13           Agreement with Co-Victory Capital Ltd. dated March 29, 1999


                                       22
<PAGE>

*10.14           Escrow  Agreement  dated  July  28,  1999
*10.15           Addendum  to  Escrow  Agreement  dated  November  22,  1999
*10.16           Letter  Agreement  with  Olson Farms dated January 13, 2000
*10.17           Letter  Agreement  with  Olson  Farms  dated March 16, 2000
*10.18           Settlement  Agreement  and  Mutual Release with John Proulx
                 dated  January  14,  2000
*10.19           Settlement  Agreement  and  Mutual  Release  with Benny Hun
                 dated  January  14,  2000
*10.20           Sublease  of premises located at 4609 New Horizon Boulevard
*10.21           Employment  Agreement  with  Richard  E.  Frasch, Jr. dated
                 February  15,  2000
*10.22           Stock  Purchase  Agreement with Lin Wei dated June 28, 2000
23.1             Consent  of  Davidson  &  Company,  Chartered  Accountants

_____________
* Incorporated by Reference to the Company's Form 10-SB/A filed on July 20, 2000


     (b)     REPORTS  ON  FORM  8-K

     There  were  no reports on Form 8-K filed during the period of this report.



                                       23
<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.


                                      INDUSTRIAL  RUBBER  INNOVATIONS,  INC.


Date:  August  1,  2000               By:  /s/   David  Foran.
                                           --------------------------
                                           David  Foran
                                           Acting  President


                                       24
<PAGE>

                      INDUSTRIAL RUBBER INNOVATIONS, INC.
                          (FORMERLY EPL VENTURES CORP.)


                        CONSOLIDATED FINANCIAL STATEMENTS


                                OCTOBER 31, 1999

                                    F-1
<PAGE>


                          INDEPENDENT AUDITORS' REPORT





To  the  Stockholders  and  the  Board  of  Directors
Industrial  Rubber  Innovations,  Inc.
(formerly  EPL  Ventures  Corp.)


We have audited the accompanying consolidated balance sheet of Industrial Rubber
Innovations,  Inc.  (formerly EPL Ventures Corp.) as at October 31, 1999 and the
related  consolidated  statements of operations, changes in stockholders' equity
and cash flows for the period from November 19, 1998 to October 31, 1999.  These
consolidated  financial  statements  are  the  responsibility  of  the Company's
management.  Our  responsibility  is to express an opinion on these consolidated
financial  statements  based  on  our  audit.

We  conducted our audit in accordance with generally accepted auditing standards
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the audit to obtain reasonable assurance about whether the consolidated
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  consolidated  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
audit  provides  a  reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material respects, the financial position of Industrial Rubber
Innovations,  Inc.  (formerly EPL Ventures Corp.) as at October 31, 1999 and the
results  of  its  operations, changes in stockholders' equity and its cash flows
for  the  period  from November 19, 1998 to October 31, 1999, in conformity with
generally  accepted  accounting  principles  in  the  United  States of America.

The  accompanying  consolidated financial statements have been prepared assuming
that  Industrial  Rubber  Innovations,  Inc.  (formerly EPL Ventures Corp.) will
continue  as  a  going  concern.  As  discussed  in  Note  3 to the consolidated
financial  statements,  unless  the Company attains future profitable operations
and/or  obtains  additional  financing,  there  is  substantial  doubt about the
Company's ability to continue as a going concern.  Management's plans in regards
to these matters are discussed in Note 3.  The consolidated financial statements
do  not  include  any  adjustments  that  might  result from the outcome of this
uncertainty.


/s/  Davidson  &  Company



Vancouver, Canada                                          Chartered Accountants
January  10,  2000

                                     F-2

<PAGE>
INDUSTRIAL  RUBBER  INNOVATIONS,  INC.
(formerly  EPL  Ventures  Corp.)
CONSOLIDATED  BALANCE  SHEET
AS  AT  OCTOBER  31,  1999
=============================================================================

<TABLE>
<CAPTION>



<S>                                                  <C>


ASSETS

CURRENT
   Cash                                          $     5,327
   Accounts receivable                                42,062
   Subscriptions receivable                           35,000
   Inventory                                         104,250
                                                ------------

   Total current assets                              186,639

CAPITAL ASSETS (Note 5)                               40,024

NOTE RECEIVABLE (Note 6)                             117,800
                                                ------------

TOTAL ASSETS                                     $   344,463
=================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT
   Accounts payable and accrued liabilities      $   126,549
   Note payable (Note 7)                              50,000
                                                 ------------

   Total current liabilities                         176,549
                                                 ------------

STOCKHOLDERS' EQUITY
   Capital stock (Note 11)
     Authorized
      50,000,000 common shares with a par value
      of $0.001
        5,000,000 preferred shares with a par
         value of $0.001
     Issued and outstanding
        7,530,227 common shares with a par value
         of $0.001                                     7,530
    Additional paid-in capital                     1,393,706
    Share subscriptions received (Note 17)            60,000
    Deficit                                       (1,293,322)
                                                 ------------
                                                     167,914
                                                  ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $   344,463
==================================================================================

</TABLE>


COMMITMENTS  (Note  14)

ON  BEHALF  OF  THE  BOARD:



----------------------------   Director

The accompanying notes are an integral part of these consolidated financial
  statements.
                                    F-3
<PAGE>
INDUSTRIAL  RUBBER  INNOVATIONS,  INC.
(formerly  EPL  Ventures  Corp.)
CONSOLIDATED  STATEMENT  OF  OPERATIONS
PERIOD  FROM  NOVEMBER  19,  1998  TO  OCTOBER  31,  1999
===============================================================================
<TABLE>
<CAPTION>



<S>                                                             <C>


SALES                                                           $    93,437

COST OF GOODS SOLD                                                   73,718
                                                                ------------

                                                                     19,719
                                                                ------------

OPERATING EXPENSES
 Accounting and legal fees                                          177,952
 Amortization                                                         5,166
 Automobile expenses                                                 33,988
 Bank charges                                                         4,364
 Consulting fees                                                     68,590
 Foreign exchange gain                                                 (385)
 Insurance                                                           21,791
 Management fees                                                     75,052
 Office expenses                                                     33,062
 Product packaging                                                   10,732
 Rent                                                                24,088
 Salaries and wages                                                 109,911
 Supplies                                                             4,750
 Telephone and utilities                                             21,335
 Travel and entertainment                                            77,945
                                                                ------------

                                                                    668,341
                                                                ------------

OTHER ITEM
 Write-down of note receivable and investment                      (682,200)
                                                                ------------

LOSS BEFORE EXTRAORDINARY ITEM                                   (1,330,822)

EXTRAORDINARY ITEM
 Gain on settlement of debt (Note 8)                                 37,500
                                                                ------------

LOSS FOR THE PERIOD                                             $(1,293,322)
==================================================================================

BASIC AND DILUTED LOSS PER SHARE BEFORE EXTRAORDINARY ITEM      $     (0.30)

EXTRAORDINARY ITEM                                                     0.01
                                                                ------------

BASIC AND DILUTED LOSS PER SHARE                                $     (0.29)
==================================================================================

WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING     4,455,256
</TABLE>

The accompanying notes are an integral part of these consolidated financial
  statements.
                                    F-4

<PAGE>

INDUSTRIAL  RUBBER  INNOVATIONS,  INC.
(formerly  EPL  Ventures  Corp.)
CONSOLIDATED  STATEMENT  OF  CHANGES  IN  STOCKHOLDERS'  EQUITY
=============================================================================


<TABLE>
<CAPTION>



<S>                                        <C>            <C>           <C>          <C>        <C>           <C>
                                                                                    Share                    Total
                                               Common Stock           Additional     Sub-                    Stock-
                                                                       Paid-in     scriptions                holders'
                                          Shares         Amount        Capital      Received   Deficit       Equity




Balance, November 19, 1998                        -    $       -      $        -   $       -  $         -   $         -

Capital stock of Industrial Rubber
 Innovations Inc. (Nevada)

 issued for cash                              3,800             4            -           -            -             4

Capital stock of  Industrial Rubber

 Innovations Inc. (Nevada)                   (3,800)           (4)           -           -            -            (4)

Capital stock of  Industrial Rubber
 Innovations Inc.

 April 25, 1999                           3,444,000             -            -           -            -             -

Capital stock issued pursuant to the
 acquisition of Industrial Rubber
 Innovations Inc. (Nevada)
 (Note 9)                                 3,800,000         3,800    1,193,846           -            -     1,197,646

Adjustment for par value                          -         3,444       (3,444)          -            -             -

Capital stock issued for
 legal services                              30,000            30       37,560           -            -        37,590

Capital stock issued for cash               256,227           256      165,744           -            -       166,000

Share subscriptions received                      -             -            -      60,000            -        60,000

Loss for the period                               -             -            -           -   (1,293,322)   (1,293,322)
                                       -------------  ------------  -----------  ---------  ------------  ------------

Balance, October 31, 1999                 7,530,227   $     7,530   $1,393,706   $  60,000  $(1,293,322)  $   167,914
=======================================================================================================================
</TABLE>

The accompanying notes are an integral part of these consolidated financial
  statements.
                                    F-5
<PAGE>

INDUSTRIAL  RUBBER  INNOVATIONS,  INC.
(formerly  EPL  Ventures  Corp.)
CONSOLIDATED  STATEMENT  OF  CASH  FLOWS
PERIOD  FROM  NOVEMBER  19,  1998  TO  OCTOBER  31,  1999
======================================================================

<TABLE>
<CAPTION>



<S>                                              <C>


CASH FLOWS FROM OPERATING ACTIVITIES
 Loss for the period                             $(1,293,322)
 Items not involving an outlay of cash:
   Amortization                                        5,166
   Issuance of shares for legal services              37,590
   Write-down of note receivable and investment      682,200

 Changes in non-cash working capital items:
   Increase in accounts receivable                   (42,062)
   Increase in inventory                            (104,250)
   Increase in accounts payable                       80,121
   Increase in loan payable                           50,000
                                                 ------------

 Net cash used in operating activities              (584,557)
                                                 ------------


CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from subscriptions receivable              406,000
 Share subscriptions received                         60,000
 Issuance of common stock                            166,000
                                                 ------------

 Net cash provided by financing activities           632,000
                                                 ------------


CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of capital assets                          (45,190)
 Acquisition of cash on purchase of subsidiary         3,074
                                                 ------------

 Net cash used in investing activities               (42,116)
                                                 ------------


CHANGE IN CASH FOR THE PERIOD                          5,327


CASH, BEGINNING OF PERIOD                                  -
                                                 ------------


CASH, END OF PERIOD                              $     5,327
=========================================================================
</TABLE>

SUPPLEMENTAL  DISCLOSURE  WITH  RESPECT  TO  CASH  FLOWS  (Note  12)

 The accompanying notes are an integral part of these consolidated financial
   Statements.
                                      F-6
<PAGE>
INDUSTRIAL  RUBBER  INNOVATIONS,  INC.
(formerly  EPL  Ventures  Corp.)
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
OCTOBER  31,  1999
========================================================================


1.     HISTORY  AND  ORGANIZATION  OF  THE  COMPANY

     The Company was organized on August 7, 1986, under the laws of the State of
Florida  as  Henry  Winkler,  Inc.

     On  October  21,  1997, the name of the Company was changed to EPL Ventures
Corp.

     Effective  April  26,  1999,  the  Company  acquired  all of the issued and
outstanding  common  stock  of  Industrial  Rubber  Innovations,  Inc.  ("IRI
(Nevada)").  IRI  (Nevada) was organized on November 19, 1998, under the laws of
the  State  of  Nevada,  and  is  in the business of selling specialty synthetic
rubber  mold  products.

     Concurrent  with  this  acquisition,  the  Company  changed  its  name  to
Industrial  Rubber  Innovations,  Inc.  ("IRI").

2.     BASIS  OF  PRESENTATION

     These financial statements contain the financial statements of IRI (Nevada)
and  IRI presented on a consolidated basis.  On April 26, 1999, IRI acquired all
of the issued and outstanding share capital of IRI (Nevada) by issuing 3,800,000
common  shares  (Note  9).  As  a  result  of the share exchange, control of the
combined companies passed to the former shareholders of IRI (Nevada).  This type
of share exchange has been accounted for as a capital transaction accompanied by
a  recapitalization  of  IRI  (Nevada).  Recapitalization  accounting results in
consolidated  financial  statements  being issued under the name of IRI, but are
considered  a  continuation  of  IRI  (Nevada).  As  a  result,  the  financial
statements  presented represent the consolidated financial position of the above
Companies  as  at  October 31, 1999 and the results of operations and changes in
cash  flows of IRI (Nevada) for the period from November 19, 1998 to October 31,
1999  and  the  results  of operations and changes in cash flows of IRI from its
deemed  date of acquisition during the period.  The number of shares outstanding
at  October  31,  1999  as  presented  are  those  of  IRI

3.     GOING  CONCERN

     The  Company's  consolidated  financial  statements  are prepared using the
generally  accepted  accounting  principles applicable to a going concern, which
contemplates  the  realization  of  assets and liquidation of liabilities in the
normal course of business.  However, the Company has minimal sources of revenue.
Without  realization of additional capital, it would be unlikely for the Company
to  continue  as  a  going  concern.  It is management's plan to seek additional
capital  through  private  placements.
================================================================================

                                                                    October  31,
                                                                           1999
-------------------------------------------------------------------------------

Deficit                                                          $  (1,293,322)
Working  capital                                                        10,090
==============================================================================

4.     SIGNIFICANT  ACCOUNTING  POLICIES

     USE  OF  ESTIMATES

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

                                          F-7
<PAGE>
INDUSTRIAL  RUBBER  INNOVATIONS,  INC.
(formerly  EPL  Ventures  Corp.)
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
OCTOBER  31,  1999
===============================================================================


4.     SIGNIFICANT  ACCOUNTING  POLICIES  (cont'd  )

       PRINCIPLES  OF  CONSOLIDATION

     The  consolidated  financial  statements  include  Industrial  Rubber
Innovations,  Inc.  (Nevada),  which  was incorporated on November 19, 1998, and
Industrial  Rubber  Innovations, Inc.  All significant intercompany balances and
transactions  have  been  eliminated  upon  consolidation.

     LOSS  PER  SHARE

     Loss  per  share  is  provided  in  accordance  with Statement of Financial
Accounting  Standards No. 128 "Earnings Per Share".  Due to the Company's simple
capital  structure  and  with only common stock outstanding, only the basic loss
per  share  is  presented.  Basic  loss per share is computed by dividing losses
available to common stockholders by the weighted average number of common shares
outstanding  during  the  period.

     INVENTORY

     Inventory  is  valued  at  the  lower  of  cost  and  net realizable value.

     CAPITAL  ASSETS

     Capital  assets  are  recorded  at cost.  Amortization is provided over the
estimated  useful  life  of  the  asset  using  the  following  methods:

Computer  equipment                              5  year  straight-line

Machinery  and  equipment                       10  year  straight-line

     INVESTMENT

     Under  Statement  of  Financial  Accounting Standards No. 115 ("SFAS 115"),
Accounting  for Certain Investments in Debt and Equity Securities, the Company's
investments  are  classified  into  available-for-sale  or  trading  securities
categories  stated  at  their  fair values.  The fair market value of marketable
equity  securities  is  determined  through  published  market value quotations,
obtained  for the day of the valuation.  Any unrealized holdings gains or losses
are  to  be  reported  as  a  separate  component  of shareholders' equity until
realized  for  available-for-sale  securities,  and  included  in  earnings  for
trading  securities.  All of the Company's equity securities at October 31, 1999
were  classified  as  available-for-sale  securities.

     REVENUE  RECOGNITION

     Revenue  is  derived  from  the sales of speciality synthetic rubber molded
products  and  compounds.  Revenue  from  sales is recognized when the goods are
shipped  and  collectibility  is  reasonably  assured.

     INCOME  TAXES

     Income  taxes  are  provided  in  accordance  with  Statement  of Financial
Accounting  Standards  No.  109,  "Accounting for Income Taxes".  A deferred tax
asset  or  liability is recorded for all temporary differences between financial
and  tax  reporting and net operating loss carryforwards.  Deferred tax expenses
(benefit) results from the net change during the year of deferred tax assets and
liabilities.

     Deferred  tax  assets  are  reduced  by  a valuation allowance when, in the
opinion  of  management,  it is more likely than not that some portion or all of
the  deferred  tax  assets  will  not  be  realized.  Deferred  tax  assets  and
liabilities are adjusted for the effects of changes in tax laws and rates on the
date  of  enactment.

                                             F-8
<PAGE>
INDUSTRIAL  RUBBER  INNOVATIONS,  INC.
(formerly  EPL  Ventures  Corp.)
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
OCTOBER  31,  1999
===============================================================================

4.     SIGNIFICANT  ACCOUNTING  POLICIES  (cont'd  )

     STOCK-BASED  COMPENSATION

     Statement  of  Financial  Accounting  Standards  No.  123,  "Accounting for
Stock-Based Compensation," encourages, but does not require, companies to record
compensation  cost  for  stock-based  employee compensation plans at fair value.
The  Company has chosen to account for stock-based compensation using Accounting
Principles  Board  Opinion  No.  25, "Accounting for Stock Issued to Employees."
Accordingly  compensation  cost  for stock options is measured as the excess, if
any,  of the quoted market price of the Company's stock at the date of the grant
over  the  amount  an employee is required to pay for the stock.  As the Company
does not currently have any stock options outstanding, there is no impact on the
financial  statements.

     COMPREHENSIVE  INCOME

     In  1998,  the  Company adopted Statement of Financial Accounting Standards
No.  130  ("SFAS  130"),  "Reporting  Comprehensive  Income".  This  statement
establishes  rules for the reporting of comprehensive income and its components.
The  adoption  of  SFAS  130  had  no impact on total stockholders' equity as of
October  31,  1999.

     ACCOUNTING  FOR  DERIVATIVE  INSTRUMENTS  AND  HEDGING  ACTIVITIES

     In  June 1998, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No. 133 "Accounting for Derivative Instruments
and  Hedging Activities" ("SFAS 133") which establishes accounting and reporting
standards  for  derivative  instruments and for hedging activities.  SFAS 133 is
effective for all fiscal quarters of fiscal years beginning after June 15, 1999.
In  June  1999, FASB issued SFAS 137 to defer the effective date of SFAS No. 133
to  fiscal  quarters of fiscal years beginning after June 15, 2000.  The Company
does  not  anticipate that the adoption of the statement will have a significant
impact  on  its  financial  statements.

     REPORTING  ON  COSTS  OF  START-UP  ACTIVITIES

     In  April  1998,  the  American  Institute of Certified Public Accountant's
issued  Statement  of  Position  98-5  "Reporting  on  the  Costs  of  Start-Up
Activities"  ("SOP  98-5") which provides guidance on the financial reporting of
start-up costs and organization costs.  It requires costs of start-up activities
and  organization  costs  to be expensed as incurred.  SOP 98-5 is effective for
fiscal years beginning after December 15, 1998 with initial adoption reported as
the  cumulative effect of a change in accounting principle.  The Company adopted
SOP  98-5  during the current period.  The Company's adoption of SOP 98-5 has no
impact  on  its  financial  statements.

     FINANCIAL  INSTRUMENTS

     The  Company's  financial instruments consist of cash, accounts receivable,
note  receivable,  accounts  payable  and accrued liabilities, and note payable.
Unless  otherwise  noted,  it  is  management's  opinion that the Company is not
exposed  to  significant  interest,  currency or credit risks arising from these
financial  instruments.  The  fair  value  of  these  financial  instruments
approximate  their  carrying  values,  unless  otherwise  noted.


5.     CAPITAL  ASSETS
===============================================================================

                                        Accumulated     Net  Book
                               Cost     Amortization     Value
------------------------------------------------------------------------------

Computer  equipment          $  6,471     $  1,294     $  5,177
Machinery  and  equipment      38,719        3,872       34,847
                              -------       ------      -------

                            $  45,190     $  5,166     $  40,024
===============================================================================
                                           F-9
<PAGE>
INDUSTRIAL  RUBBER  INNOVATIONS,  INC.
(formerly  EPL  Ventures  Corp.)
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
OCTOBER  31,  1999
===============================================================================

6.     NOTE  RECEIVABLE

     On  January  16,  1998,  the  Company entered into an agreement with Savant
Biomedical,  Inc.  ("Savant")  to acquire 10,000,000 shares of Savant for a cash
payment of $5,000,000.  The Company only paid $850,000 and pursuant to the terms
of  the  agreement  the Company was issued 850,000 shares of Savant.  During the
year  ended 1998, the Company issued 720,000 of its shares for total proceeds of
$180,000  to  an  unrelated  party.  Subsequent to issuing the shares, the third
party  satisfied  its obligation to the Company through the assignment of a note
in  the  amount of $180,000 from Savant.  The debenture was non-interest bearing
and  had  no  stated terms of repayment.  On March 29, 1999, the Company entered
into an agreement with Co-Victory Capital Ltd. ("Co-Victory") to sell all of its
investment  in Savant as well as the $180,000 note receivable for total proceeds
of $800,000.  This agreement was subsequently amended on July 22, 1999.  On July
29,  1999,  an Escrow Agreement was entered into in which Co-Victory and various
other  parties,  transferred their investment of 1,519,000 shares of the Company
to an escrow agent, who is responsible for the sale of these shares on behalf of
Co-Victory  and  the  various  other parties.  The proceeds from the sale of the
shares  by  the  escrow agent will comprise the total proceeds to be received by
the  Company  from  the  sale  of  its  investment  in  Savant and the debenture
receivable.  As  at  October 31, 1999 the Company has written-off its investment
in the shares of Savant, resulting in an unrealized holding loss of $850,000 and
has  written-down  its  investment  in  the  debenture  receivable  to  $117,800
resulting  in  an  unrealized  holding  loss  of $62,200, based on the estimated
proceeds  from  the  sale  of  the  shares  of  the Company by the escrow agent.

7.     NOTE  PAYABLE

     The  note  payable  in  the  amount  of $50,000 is non-interest bearing and
repayable  on  or  before  September  30,  2000.

     The  note  can  be converted into common shares of the Company on terms and
conditions  no less beneficial to the Payee than the terms and conditions of any
other  debt  conversion  and  any  third  party.

8.     LOAN  PAYABLE

     The  Company  entered into a Loan Agreement dated January 18, 1999, whereby
the Company is obligated to pay $37,500 plus interest at a rate of 20% per annum
by  May  19,  1999.

     During the period, the loan was settled by the issuance of 300,000 warrants
entitling the holder to acquire 300,000 shares of common stock of the Company at
a  price  of  $0.75  per  share.  No value was attributed to the warrants by the
Company  due  to  the going concern risks associated with investing in a company
with  a  limited  operating  history.

     In  addition, a shareholder of the Company gave 100,000 free trading shares
to the creditor as part of the settlement. As a result,  a gain on settlement of
debt  in  the  amount  of  $37,500  was  recognized  during  the  period.

9.     BUSINESS  COMBINATION

     On  April  26,  1999,  IRI acquired all of the issued and outstanding share
capital  of  IRI (Nevada).  As consideration, IRI issued 3,800,000 common shares
and  2,000,000  warrants.  Legally, IRI is the parent of IRI (Nevada).  However,
as  a  result  of  the  share  exchange described above, control of the combined
companies  passed  to the new shareholders of IRI.  This type of share exchange,
has  been  accounted  for  as  a  capital  transaction  accompanied  by  a
recapitalization  of  IRI  rather than a business combination.  Accordingly, the
net  assets  of  IRI  (Nevada) are included in the balance sheet at book values,
with  the  net  assets  of  IRI  recorded  at  fair  market value at the date of
acquisition.  The  revenues and expenses and assets and liabilities reflected in
the  financial  statements  prior  to  the  date of acquisition are those of IRI
(Nevada).  Revenue and expenses or assets and liabilities incurred subsequent to
the  date  of  acquisition  include  the  amounts  of  IRI.

                                        F-10
<PAGE>
INDUSTRIAL  RUBBER  INNOVATIONS,  INC.
(formerly  EPL  Ventures  Corp.)
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
OCTOBER  31,  1999
============================================================================

9.     BUSINESS  COMBINATION  (cont'd  )

     The  cost  of  an  acquisition  should  be  based  on the fair value of the
consideration  given,  except where the fair value of the consideration given is
not  clearly evident.  In such a case, the fair value of the net assets acquired
is  used.

     At  April  26,  1999,  IRI  was inactive with a thin market for its shares,
making it impossible to estimate the actual market value of the 3,800,000 common
shares.  In  addition,  the  Company  has  not  assigned a value to the warrants
issued,  due  to  the going concern risks associated with investing in a company
with  a  limited  operating  history.  Therefore,  the  cost of the acquisition,
$1,197,646,  has  been  determined  by  the  fair  value  of  IRI's  net assets.

     The  total  purchase  price  of  $1,197,646  was  allocated  as  follows:

Cash                                             $  3,074
Investment                                        800,000
Share  subscriptions  receivable                  441,000
Accounts  payable  and  accrued  liabilities      (46,428)
                                                 --------

                                             $  1,197,646
                                              ============


10.     WARRANTS

     As at October 31, 1999, the Company has the following outstanding warrants:

a)     2,000,000 warrants entitling the holders to acquire common shares of
the  Company.  One  half of the warrants are exercisable at an exercise price of
$0.50 per common share and the balance shall be exercisable at an exercise price
of  $0.75  per  common  share  until  May  12,  2001.

b)     300,000  warrants  enabling  the holders to acquire common shares of
the  Company  at  a  price  of  $0.75  per  share  until  May  21,  2000.

c)     9,333  warrants  enabling the holder to acquire common shares of the
Company  at  a  price  of  $0.75  per  share  until  June  1,  2000.


11.     CAPITAL  STOCK

a)     On  April  26,  1999,  the  Company  implemented a 5:1 reverse stock
split.  The  consolidated  statements of changes in stockholders equity has been
restated  to  give  retroactive  recognition  of  the  reverse stock split.  All
references  to number of shares and per share amounts of common shares have been
restated  to  reflect  the  reverse  stock  split.

b)     On August 14, 1986,the Company issued 200,000 (1,000,000 pre-reverse
stock  split  shares)  common  shares  for  total  proceeds  of  $5,000.

c)     In  connection  with a private offering of securities which was made
by  the  Company in January 1998, the Company sold an aggregate of 440,000 units
(2,200,000  pre reverse stock split units) under Rule 504 of Regulation D of the
Securities Act of 1933.  Each unit contained .20 shares of common stock (one pre
reverse  stock  split)  and  .20  (one  pre  reverse  stock split) warrant.  The
warrants  were exercisable for a period of one year from the date of issuance at
a  price  of $0.20 ($1.00 pre reverse stock split) per share. Each unit was sold
at  a  price  of  $1.25  ($0.25  pre  reverse stock split) for total proceeds of
$550,000.
                                     F-11
<PAGE>
INDUSTRIAL  RUBBER  INNOVATIONS,  INC.
(formerly  EPL  Ventures  Corp.)
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
OCTOBER  31,  1999
===============================================================================



11.     CAPITAL  STOCK

d)     In  February  of  1998  the  Company  issued 100,000 common shares (
500,000  pre  reverse  stock  split)  as part of an exercise of warrants for net
proceeds  of  $500,000.

e)     In  May  of 1998, the Company issued 4,000 common shares (20,000 pre
reverse  stock  split)  as  part  of an exercise of warrants for net proceeds of
$20,000.

f)     In April of 1999 the Company issued 2,700,000 common shares at a price of
$0.20  per  share  as part of a private placement under Rule 504 of Regulation D
for  total  proceeds  of  $540,000.

g)     On April 26, 1999, the Company issued 3,800,000 common shares to the
shareholders of Industrial Rubber Innovations, Inc. (Nevada) in exchange for all
of  its  outstanding  common  shares  (Note  9).

h)     The  Company issued 256,227 common shares for total cash proceeds of
$166,000.

i)     Issued  30,000  common shares at a deemed value of $37,950 for legal
services.


12.     SUPPLEMENTAL  DISCLOSURE  WITH  RESPECT  TO  CASH  FLOWS
================================================================================

                                                                    October  31,
                                                                           1999
--------------------------------------------------------------------------------

Cash paid during the period for interest                               $  -
Cash paid during the period for income taxes                              -
===============================================================================
     The  following  non-cash  transactions  occurred  during  the  period  from
November  19,  1998  to  October  31,  1999:

a)     The  Company  issued 3,800,000 shares of common stock of the Company
at  a  deemed  value  of $1,197,646 to acquire 100% of the outstanding shares of
Industrial  Rubber  Innovations,  Inc.  (Nevada).

b)     Issued  30,000  common shares at a deemed value of $37,590 for legal
services.


13.     RELATED  PARTY  TRANSACTIONS

     The  Company  entered  into the following transactions with related parties
during  the  period:

a)     Paid  or  accrued  consulting  fees  of $60,232 to directors, former
directors,  officers,  and  a  relative  of  a  director.

b)     Paid  or  accrued  management  fees  of  $75,050 to a director and a
former  director.


14.     COMMITMENTS

a)     The  Company  entered  into  five  two-year  Employment  Agreements  with
directors and an officer of the Company.  Each director and officer will be paid
an annual salary of $60,000.  These agreements may be terminated by either party
after  the  first  year  and  would  be  subject  to  one year's compensation as
severance.
                                          F-12
<PAGE>

INDUSTRIAL  RUBBER  INNOVATIONS,  INC.
(formerly  EPL  Ventures  Corp.)
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
OCTOBER  31,  1999
===============================================================================

14.     COMMITMENTS

b)     The  Company  entered into a five-year lease agreement dated June 3, 1999
beginning  September  1, 1999, whereby the Company has minimum lease payments as
follows:

2000     $  102,000
====     ==========
2001      105,300
2002      108,456
2003      111,708
2004      115,068


15.     INCOME  TAXES

     The  Company's  total  deferred  tax  asset  is  as  follows:
================================================================================

                                                                    October  31,
                                                                           1999
-------------------------------------------------------------------------------

Net  operating  loss  carryforward                                  $  195,559
Valuation  allowance                                                  (195,559)
                                                                      ---------

                                                                    $        -
================================================================================
     The Company has a net operating loss carryforward of approximately $611,122
which  expires  between  the  years  2018 and 2019.  The Company provided a full
valuation  allowance  on  the  deferred  tax  asset  because  of the uncertainty
regarding  realizability.


16.     UNCERTAINTY  DUE  TO  THE  YEAR  2000  ISSUE

     The Year 2000 Issue arises because many computerized systems use two digits
rather  than  four to identify a year.  Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information using
year  2000  dates is processed.  In addition, similar problems may arise in some
systems  which  use  certain  dates  in 1999 to represent something other than a
date.  Although  the change in date has occurred, it is not possible to conclude
that  all  aspects  of the Year 2000 Issue that may affect the entity, including
those  related  to customers, suppliers, or other third parties, have been fully
resolved.


17.     SUBSEQUENT  EVENT

     The  Company  issued 70,000 shares under Rule 506 in respect of the $60,000
share  subscriptions  received.
                                          F-13
<PAGE>


                               EPL VENTURES CORP.


                              FINANCIAL STATEMENTS
                          (A DEVELOPMENT STAGE COMPANY)


                                 MARCH 31, 1999

                                      F-14
<PAGE>

                          INDEPENDENT AUDITORS' REPORT




To  the  Board  of  Directors  and  Shareholders  of
EPL  Ventures  Corp.
(A  Development  Stage  Company)


We  have  audited  the balance sheets of EPL Ventures Corp. as at March 31, 1999
and  October 31, 1998 and the statements of operations, changes in shareholders'
equity  and  cash flows for the five month period ended March 31, 1999, the year
ended  October  31,  1998 and the period from incorporation on August 7, 1986 to
March  31,  1999.  These  financial  statements  are  the  responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
financial  statements  based  on  our  audits.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the financial position of EPL Ventures Corp. as at March
31,  1999  and  October  31, 1998 and the results of its operations and its cash
flows for the five month period ended March 31, 1999, the year ended October 31,
1998  and  the  period from incorporation on August 7, 1986 to March 31, 1999 in
conformity with generally accepted accounting principles in the United States of
America.

The  accompanying  financial  statements  have  been  prepared assuming that EPL
Ventures  Corp. will continue as a going concern.  As discussed in Note 2 to the
financial  statements,  unless  the Company attains future profitable operations
and/or  obtains  additional  financing,  there  is  substantial  doubt about the
Company's ability to continue as a going concern.  Management's plans in regards
to  these  matters  are  discussed  in  Note 2.  The financial statements do not
include  any adjustments that might result from the outcome of this uncertainty.

The  audited  financial  statements as at October 31, 1997 and for the ten month
period  ended October 31, 1997 were examined by another auditor who expressed an
opinion  without reservation on those statements in his report dated November 6,
1997.



/s/  Davidson  &  Company


Vancouver, Canada                                        Chartered Accountants

May  27,  1999

                                            F-15
<PAGE>

EPL  VENTURES  CORP.
(A  Development  Stage  Company)
BALANCE  SHEETS
=============================================================================
<TABLE>
<CAPTION>


                                                            March 31,    October 31,
<S>                                                        <C>          <C>
                                                                 1999           1998
                                                           -----------  -------------



ASSETS


CASH                                                       $        -   $        158

INVESTMENT (Note 4)                                           800,000        800,000

DUE FROM INDUSTRIAL RUBBER INNOVATIONS INC.                    58,500              -
                                                           -----------  -------------

                                                           $  858,500   $    800,158
=======================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY


CURRENT
 Bank indebtedness                                         $       23   $          -
 Accounts payable and accrued liabilities                     108,931         80,424
                                                           -----------  -------------

                                                              108,954         80,424
                                                           -----------  -------------

SHAREHOLDERS' EQUITY
 Capital stock
   Authorized
     50,000,000 common shares with a par value of $0.001

   Issued and outstanding
     October 31, 1997 - 1,000,000 common shares with a
                 par value of $0.001
     March 31, 1999 - 3,720,000 common shares with              3,720          3,720
                 a par value of $0.001
 Share subscriptions received                                  58,500              -
 Additional paid-in capital                                 1,071,280      1,071,280
 Deficit accumulated during the development stage            (383,954)      (355,266)
                                                           -----------  -------------

                                                              749,546        719,734
                                                           -----------  -------------


                                                           $  858,500   $    800,158
=========================================================================================
</TABLE>


ON  BEHALF  OF  THE  BOARD:




----------------------------     Director



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

                                            F-16
<PAGE>

EPL  VENTURES  CORP.
(A  Development  Stage  Company)
STATEMENTS  OF  OPERATIONS

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

<TABLE>
<CAPTION>

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

                                      Cumulative
                                     Amounts from
                                     Incorporation
                                     on August 7,     Five Month       Ten Month
                                        1986 to     Period Ended      Year Ended     Period Ended
                                       March 31,      March 31,        October 31,    October 31,
                                          1999           1999            1998            1997
------------------------------------------------------------------------------------------------------



EXPENSES
 Accounting and legal fees                   38,645          1,431          37,214         -
 Administrative fees                         19,000              -          19,000         -
 Bank and interest charges                    3,080          1,279           1,801         -
 Consulting fees                             59,842         20,700          39,142         -
 Filing fees                                    697              -             697         -
 Foreign exchange                             2,291            (78)          2,369         -
 Office expenses                             16,139          3,158           6,161     1,820
 Travel and entertainment                     7,010          1,341           5,669         -
 Telephone                                    7,250            857           6,393         -
                                     ---------------  -------------  --------------  --------

                                           (153,954)       (28,688)       (118,446)   (1,820)

OTHER ITEM
 Write-down of investments (Note 4)        (230,000)             -        (230,000)        -
                                     ---------------  -------------  --------------  --------

LOSS FOR THE PERIOD                  $     (383,954)  $    (28,688)  $    (348,446)  $(1,820)
==============================================================================================

LOSS PER SHARE                                        $    (0.01)    $      (0.14) $ (0.0018)
==============================================================================================

WEIGHTED AVERAGE NUMBER OF SHARES
 OF COMMON STOCK OUTSTANDING                             3,720,000      2,501,849  1,000,000
===============================================================================================
</TABLE>

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

                                                    F-17

<PAGE>
EPL  VENTURES  CORP.
(A  Development  Stage  Company)
STATEMENTS  OF  CHANGES  IN  SHAREHOLDERS'  EQUITY
==============================================================================


<TABLE>
<CAPTION>



<S>                         <C>           <C>           <C>                    <C>           <C>       <C>         <C>
                                                                                                       Deficit
                                                                                                      Accumulated
                                                        Additional                                     During the
                               Common Stock             Paid-in     Share Subscriptions Received     Development
                             --------------------                   -----------------------------        Stage
                            Shares        Amount        Capital                Shares        Amount                 Total

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


Balance, December 31,
 1995                             10,000  $     1,000   $              4,000             -   $     -   $  (5,000)  $        -

Loss for the year                      -            -                      -             -         -           -            -
                            ------------  ------------  ---------------------  ------------  --------  ----------  -----------

Balance, December 31,
 1996                             10,000        1,000                  4,000             -         -      (5,000)           -

On June 23, 1997,
 changed from $0.10

 par value to $0.001 par
   value                               -         (990)                   990             -         -           -            -

On June 23, 1997, forward
   stock

   split 100:1                   990,000          990                   (990)            -         -           -            -

Loss for the period                    -            -                      -             -         -      (1,820)      (1,820)
                            ------------  ------------  ---------------------  ------------  --------  ----------  -----------

Balance, October 31, 1997      1,000,000        1,000                  4,000        (6,820)   (1,820)

Shares issued for cash         2,720,000        2,720              1,067,280             -         -           -    1,070,000

Loss for the year                      -            -                      -             -         -    (348,446)    (348,446)
                            ------------  ------------  ---------------------  ------------  --------  ----------  -----------

Balance, October 31, 1998      3,720,000        3,720              1,071,280             -         -    (355,266)     719,734

Loss for the period                    -            -                      -             -         -     (28,688)     (28,688)

Shares subscription
 received (net of
 issuance costs)                       -            -                      -             -    58,500           -       58,500
                            ------------  ------------  ---------------------  ------------  --------  ----------  -----------

Balance, March 31, 1999        3,720,000  $     3,720   $          1,071,280             -   $58,500   $(383,954)  $  749,546
===============================================================================================================================
</TABLE>

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

                                                    F-18
<PAGE>


<PAGE>
EPL  VENTURES  CORP.
(A  Development  Stage  Company)
STATEMENTS  OF  CASH  FLOWS
==============================================================================
<TABLE>
<CAPTION>



<S>                                                 <C>              <C>            <C>             <C>
                                                    Cumulative
                                                    Amounts from
                                                    Incorporation
                                                    on August 7,     Five Month      Ten Month
                                                         1986 to    Period Ended     Year Ended     Period Ended
                                                        March 31,     March 31,     October 31,    October 31,
                                                            1999        1999            1998           1997
                                                    ---------------  -------------  --------------  --------



CASH FLOWS FROM OPERATING ACTIVITIES
 Loss for the period                                $     (383,954)  $    (28,688)  $    (348,446)  $(1,820)
 Item not involving an outlay of cash:
   Write-down of investments                               230,000              -         230,000         -

 Increase in accounts payable                              108,931         28,507          78,604     1,820
                                                    ---------------  -------------  --------------  --------

 Net cash used in operating activities                     (45,023)          (181)        (39,842)        -
                                                    ---------------  -------------  --------------  --------


CASH FLOWS FROM FINANCING ACTIVITIES
 Issuance of common stock                                1,075,000              -       1,070,000         -
                                                    ---------------  -------------  --------------  --------


CASH FLOWS FROM INVESTING ACTIVITIES
 Investment                                             (1,030,000)             -      (1,030,000)        -
                                                    ---------------  -------------  --------------  --------


CHANGE IN CASH (BANK INDEBTEDNESS) FOR THE PERIOD              (23)          (181)            158         -


CASH (BANK INDEBTEDNESS), BEGINNING OF PERIOD                    -            158               -         -
                                                    ---------------  -------------  --------------  --------


CASH (BANK INDEBTEDNESS), END OF PERIOD             $          (23)  $        (23)  $         158   $     -
===============================================================================================================
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

 Cash paid during the period for interest           $            -   $          -   $           -   $     -
 Cash paid during the period for income taxes                    -              -               -         -
===============================================================================================================
</TABLE>
THERE  WERE  NO  NON-CASH  TRANSACTIONS  FOR  THE  PERIODS ENDED MARCH 31, 1999,
OCTOBER  31,  1998  AND  OCTOBER  31,  1997.


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

                                            F-19

<PAGE>
EPL  VENTURES  CORP.
(A  Development  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
MARCH  31,  1999
==========================================================================



1.     HISTORY  AND  ORGANIZATION  OF  THE  COMPANY

     The  Company  was  organized August 7, 1986, under the laws of the State of
Florida  as Henry Winkler, Inc.  The Company currently has no operations and, in
accordance  with  SFAS  #7,  is  considered  a  development  stage  company.

     On August 14, 1986, the Company issued 10,000 shares of its $0.10 par value
common  stock  for  $5,000.

     On  June  23,  1997,  the  State of Florida approved the Company's restated
Articles of Incorporation, which increased its capitalization from 10,000 common
shares,  $0.10  par  value,  to  50,000,000  common  shares,  $0.001  par value.

     Effective  June  23,  1997, the Board of Directors approved a forward stock
split  of  100:1.  Thus  increasing the number of common shares outstanding from
10,000  common  shares  to  1,000,000  common  shares.

     On  October  21,  1997, the name of the Company was changed to EPL Ventures
Corp.


2.     GOING  CONCERN

     The  Company's  financial  statements  are  prepared  using  the  generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business.  However,  the  company  has  no  current  source of revenue.  Without
realization  of  additional  capital,  it  would  be unlikely for the Company to
continue as a going concern.  It is management's plan to seek additional capital
through  a  merger  with  an  existing  operating  company.
===============================================================================

                                                March  31,      October  31,
                                                   1999            1998
                                                  -----            -----

Deficit  accumulated  during  the
 development  stage                              $  (383,954)     $ (355,266)
Working  capital  deficiency                        (108,954)        (80,266)


3.     SIGNIFICANT  ACCOUNTING  POLICIES

     INVESTMENTS

     In  May 1993, the Financial Accounting Standards Board issued Statement No.
115  ("SFAS  115"),  Accounting  for  Certain  Investments  in  Debt  and Equity
Securities,  which  is  effective  for  years beginning after December 15, 1993.
Under SFAS 115, the Company's investments are classified into available-for-sale
or  trading  securities categories stated at their fair values.  The fair market
value  of  securities  is  determined through published market value quotations,
obtained  for  the day of the valuation.  Any unrealized holding gains or losses
are  to  be  reported  as  a  separate  component  of shareholder's equity until
realized  for  available-for-sale  securities,  and  included  in  earnings  for
trading  securities.

     ACCOUNTING  FOR  DERIVATIVE  INSTRUMENTS  AND  HEDGING  ACTIVITIES

     In June 1998, the Financial Accounting standards Board issued Statements of
Financial  Accounting  Standards  No. 133 "Accounting for Derivative Instruments
and  Hedging  Activities" ("SFAS 133") which establishes accounting an reporting
standards  for  derivative  instruments and for hedging activities.  SFAS 133 is
effective for all fiscal quarters of fiscal years beginning after June 15, 1999.
The  Company  does not anticipate that the adoption of the statement will have a
significant  impact  on  its  financial  statements.

                                         F-20

<PAGE>
EPL  VENTURES  CORP.
(A  Development  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
MARCH  31,  1999
==============================================================================



3.     SIGNIFICANT  ACCOUNTING  POLICIES  (cont'd  )

     REPORTING  ON  COSTS  OF  START-UP  ACTIVITIES

     In  April  1998,  the  American  Institute of Certified Public Accountant's
issued  Statement  of  Position  98-5  "Reporting  on  the  Costs  of  Start-Up
Activities"  ("SOP  98-5") which provides guidance on the financial reporting of
start-up costs and organization costs.  It requires costs of start-up activities
and  organization  costs  to be expensed as incurred.  SOP 98-5 is effective for
fiscal years beginning after December 15, 1998 with initial adoption reported as
the  cumulative effect of a change in accounting principle.  The Company has not
yet  determined  the effect that the adoption of this statement will have on its
financial  statements.

     LOSS  PER  SHARE

     Loss  per  share  is  based on the weighted average number of common shares
outstanding  during  the  peirod.

     COMPARATIVE  FIGURES

     Certain  comparative  figures  have been adjusted to conform to the current
year's  presentation.


4.     INVESTMENTS

     During  the  year, the Company invested $850,000 in common shares of Savant
Biomedical  Inc.  ("Savant").  In addition, the Company holds a note from Savant
in  the  amount  of  $180,000.  During  the  year,  the  Company  wrote-down its
investment  by  the  amount of $230,000 due to a permanent decline in its market
value,  the  amount  of  which has been included in the statement of operations.


5.     SUBSEQUENT  EVENTS

a)     The  Company issued 13,500,000 common shares in connection with a private
placement  offering  at a price of $0.04 per common share, for proceeds totaling
$540,000.

b)     Effective  April  26,  1999  the  Company  acquired all of the issued and
outstanding  share  capital  of  Industrial  Rubber Innovations Inc ("IRI").  As
consideration,  the  Company  issued  3,800,000  common  shares  of the Company.
Immediately  prior  to  the  acquisition, the Company implemented a five for one
reverse  stock  split,  resulting  in  a  total  of  3,444,000  common  shares
outstanding.  Post-acquisition  number  of  shares outstanding totaled 7,244,000
common  shares.  As  part  of the acquisition agreement, the Company also issued
warrants  to  acquire  2,000,000  common  shares  of  the  Company  to  the  IRI
shareholders.

     Legally,  the  Company  is  the parent of IRI.  However, as a result of the
share  exchange described above, control of the combined companies passed to the
former  shareholders  of  IRI.  This  type  of  share exchange, referred to as a
"reverse  acquisition",  deems  IRI  to be the acquiror for accounting purposes.
Accordingly,  the net assets of the IRI will be included in the balance sheet at
book  values  and the deemed acquisition of the Company will be accounted for by
the  purchase  method with the net assets of the Company recorded at fair market
value  at  the  date  of  acquisition.

          At April 26, 1999, the Company was inactive with a thin market for its
shares,  making  it  impossible  to  estimate  the  actual  market  value of the
3,800,000  common  shares.  Therefore,  the  cost  of  the  acquisition  will be
determined  by  the  fair  value  of  the  Company's  net  assets.

                                         F-21
<PAGE>
EPL  VENTURES  CORP.
(A  Development  Stage  Company)
NOTES  TO  THE  FINANCIAL  STATEMENTS
MARCH  31,  1999
=============================================================================



5.     SUBSEQUENT  EVENTS  (cont'd  )

c)     The  Company changed its name to Industrial Rubber Innovations, Inc.

d)     The  Company  entered  into  five  two-year  Employment  Agreements  with
directors and an officer of the Company.  Each director and officer will be paid
an annual salary of $60,000.  These agreements may be terminated by either party
after  the  first  year  and  would  be  subject  to  one year's compensation as
severance.

                                         F-22
<PAGE>