<PAGE>

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

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarter Ended  September 30, 2001         Commission File No. 00019678


                                  INFRACOR INC.

             (Exact name of registrant as specified in its charter)


      Virginia                                            54-1414643

State or Other Jurisdiction of                        (I.R.S. Employer
Incorporation or Organization)                       Identification No.)


           7400 Beaufont Springs Drive, Suite 415, Richmond, VA 23225

                       (Address)                    (Zip Code)


        Registrant's telephone number, including area code (804) 272-6600





               (Former name, former address and former fiscal year
                         if changed since last report)


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  and  (2)  has  been  subject  to the  filing
requirements for the past 90 days.

                             Yes     x          No
                                 ----------        -------------

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
stock, as of the close of the period covered by this report.

           Class                                Number of Shares Outstanding
----------------------------                    ----------------------------
         Common Stock                                     16,572,387

                                                                               1
<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

INFRACOR INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                                 September 30, 2001             March 31, 2001
                                                                                 ------------------             --------------
ASSETS                                                                              (unaudited)                   (audited)
------
<S>  <C>
Current assets:
    Cash and cash equivalents                                                        $    328,933             $     649,385
    Accounts receivable:
       Trade (net of allowance of $50,000 at September 30, 2001 and
         March 31, 2001)                                                                5,327,488                 4,676,280
       Other 35,417                                                                        36,667
    Costs and estimated earnings in excess of billings
       on uncompleted contracts                                                         1,501,319                 1,677,363
    Notes receivable                                                                      147,606                   147,606
    Inventory1,179,579                                                                  1,125,005
    Prepaid expenses                                                                      136,854                    63,200
                                                                                     ------------               -----------
         Total current assets                                                           8,657,196                 8,375,506
                                                                                        ---------                 ---------

Property, plant and equipment:
    Furniture and fixtures                                                                366,012                   364,236
    Machinery, tools and equipment                                                      7,649,615                 7,473,369
    Vehicles 1,755,378                                                                  1,782,862
    Leasehold improvements                                                                307,663                   307,663
                                                                                     ------------              ------------
                                                                                       10,078,668                 9,928,130
    Less accumulated depreciation                                                       5,168,299                 4,876,933
                                                                                      -----------               -----------
Total property, plant and equipment, net                                                4,910,369                 5,051,197
                                                                                        ---------                 ---------
Other assets:
   Restricted cash                                                                        600,000                   600,000
   Notes receivable                                                                       153,355                   158,347
    Cash value of life insurance                                                           20,114                    20,114
    Assets under contractual arrangements (net of
       valuation allowance of $858,000)                                                   115,768                   133,768
    Other                                                                                 230,887                   228,902
                                                                                       ----------               -----------
         Total other assets                                                             1,120,124                 1,141,131
                                                                                        ---------                 ---------

       Total assets                                                                  $ 14,687,689              $ 14,567,834
                                                                                      ===========               ===========
</TABLE>

                                                                               2
<PAGE>

LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                              September 30, 2001     March 31, 2001
                                                                              ------------------     --------------
                                                                                  (unaudited)           (audited)
<S>  <C>
Current liabilities:

    Bank overdraft                                                               $          0        $    586,458
    Notes payable to bank - line of credit                                          3,927,247           2,507,551
    Notes payable to affiliates                                                       399,566             624,566
    Current portion of long-term debt                                                 976,925             976,925
    Accounts payable                                                                3,067,905           2,209,957
    Accrued expenses and other current liabilities                                    243,816             235,868
                                                                                 ------------        ------------

         Total current liabilities                                                  8,615,459           7,141,325

Long-term liabilities:
    Long-term debt                                                                  2,859,872           2,624,011
    Liabilities of business transferred under contractual
       arrangements                                                                         0               6,359
                                                                                 ------------        ------------

         Total liabilities                                                         11,475,331           9,771,695
                                                                                   ----------        ------------

Stockholders' equity:
    Preferred stock, no par value, authorized 5,000,000 shares:
       4% cumulative Series A, $1 convertible, 1,750,000
         shares outstanding at September 30, 2001 and 3,300,000
         March 31, 2001 (liquidation value of $3,300,000)
         [please check liquid. value; 6/30/01 10-Q says $1,750,000]                   730,311           2,112,771
       8% Series B, 30,921 shares outstanding at September 30, 2001
         and 15,421 at March 31, 2001, respectively (liquidation value
         of $3,092,100)                                                             3,092,100           1,542,100
    Common stock, no par value; authorized 50,000,000
       shares; issued and outstanding 16,572,387 and 16,492,387
       shares at  September 30, 2001 and March 31, 2001, respectively               5,966,226           5,950,226
   Additional paid-in capital                                                         -                   167,540
    Retained earnings (accumulated deficit)                                        (6,576,279)         (4,976,498)
                                                                                 -------------       ------------


         Total stockholders' equity                                                 3,212,358           4,796,139
                                                                                 ------------        ------------

         Total liabilities and  stockholders' equity                             $ 14,687,689        $ 14,567,834
                                                                                 ============        ============
</TABLE>

                                                                               3
<PAGE>

INFRACOR INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                             Three months ended                             Six months ended
                                      September 30           September 30            September 30     September 30
                                          2001                    2000                    2001           2000
                                          ----                    ----                    ----           ----
                                      (unaudited)            (unaudited)             (unaudited)      (unaudited)
<S>  <C>
Contract revenues                      $   4,693,108           $ 6,770,601           $  9,551,973      $ 13,149,906
Cost of goods and services                 5,430,152             6,132,787              9,522,108        11,710,851
                                       -------------           -----------           ------------      ------------
Gross profit                                (737,044)              637,814                 29,865         1,439,055

Selling, general and
    administrative expenses                  570,263               559,888              1,098,110         1,204,729
                                       -------------           -----------           ------------      ------------
                                          (1,307,307)               77,926             (1,068,244)          234,326
Interest income                               13,426                12,434                 26,076            22,565
Interest expense                            (229,689)             (153,832)              (469,373)         (279,570)
Gain on sale of equipment                     (5,281)               (1,500)                (6,235)                0
Other, net                                         0               119,340                      0           119,340
                                       --------------          ------------          -------------     -------------
Income before income taxes             $  (1,528,851)          $    54,368           $ (1,517,777)     $     96,661

Provision for income taxes (benefit)               0                     0                      0                 0
                                       --------------          -----------           -------------     ------------
Net income (loss)                      $  (1,528,851)          $    54,368           $ (1,517,777)     $     96,661
                                       ==============          ============          =============     ============

Net income (loss) per common share:
          Basic                        $       (0.09)          $      0.00           $      (0.10)     $       0.01
          Diluted                      $       (0.09)          $      0.00           $      (0.10)     $       0.01

Average shares of common stock
    used for above computation:
          Basic                           16,505,720            16,392,387             16,519,054        16,392,387
          Diluted                         16,505,720            19,156,554             16,519,054        19,124,484
</TABLE>

                                                                               4
<PAGE>

INFRACOR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)


<TABLE>
<CAPTION>
                                      Preferred        Preferred
                                        Stock           Stock
                                       Series A        Series B            Common Stock
                                    --------------------------------------------------------------
                                        Amount          Amount        Shares          Amount
                                  ----------------  ----------------------------  ---------------
<S>  <C>
 Balances at March 31, 2001         $   2,112,771   $    1,542,100   16,492,387   $    5,950,226

 Dividends
                                                -                -            -                -
 Redeem series A preferred stock      (1,382,460)
 Issue series B preferred stock                          1,550,000
 Net income                                     -                -            -               -
                                    --------------------------------------------------------------

 Balances at June 30, 2001          $     730,311   $    3,092,100   16,492,387   $    5,950,226

Dividends
Net loss
Issue stock to vendors for services                                      80,000           16,000
                                    --------------------------------------------------------------
  Balances at September 30, 2001    $     730,311   $    3,092,100   16,572,387   $    5,966,226
                                    ==============================================================
</TABLE>



<TABLE>
<CAPTION>
                                                Additional
                                                Paid-in       Accumulated
                                                Capital         Deficit            Total
                                             --------------  --------------   ---------------
<S>  <C>
 Balances at March 31, 2001                   $    167,540   $ (4,976,498)    $    4,796,139

 Dividends
                                                         -        (61,846)           (61,846)
 Redeem series A preferred stock                  (167,540)                       (1,550,000)
 Issue series B preferred stock                                                    1,550,000
 Net income                                              -         11,074             42,293
                                             ------------------------------------------------

 Balances at June 30, 2001                   $           0   $ (5,027,270)    $    4,745,367

Dividends                                                         (20,158)           (20,158)
Net loss                                                       (1,528,851)        (1,528,851)
Issue stock to vendors for services                                                   16,000
                                             ------------------------------------------------
  Balances at September 30, 2001              $          0   $ (6,576,279)    $    3,212,358
                                             ================================================
</TABLE>



                                                                               5
<PAGE>

INFRACOR INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOW

<TABLE>
<CAPTION>
                                                                                Six months ended
                                                                September 30, 2001     September 30, 2000
                                                                    (unaudited)            (unaudited)
<S>  <C>
Cash flows from operating activities:
      Net income                                                   $(1,517,777)           $   96,661

Adjustments to reconcile net income to
   net cash used in operating activities:
      Depreciation and amortization                                    312,085               270,661
      Gain on sale of fixed assets                                       6,235                     0
      Issuance of common stock for services                             16,000                     0

Increase/decrease in operating assets and liabilities:
      Accounts receivable                                             (649,958)           (1,765,352)
      Costs and estimated earnings in excess
        of billings on uncompleted contracts                           176,044              (126,783)
      Inventories (54,574)                                              69,360
      Prepaid expenses                                                  73,654                 1,132
      Accounts payable                                                 857,948               912,848
      Accrued expenses and other liabilities                             7,948              (165,360)
      Other assets                                                      (1,983)                8,952
                                                                   -----------            -----------

Net cash used in operating activities                                 (774,378)             (697,881)
                                                                   -----------            -----------

Cash flow from investing activities:
      Purchase of property, plant and equipment                       (324,804)             (250,915)
      Notes receivable decrease (increase)                              22,992                26,294
                                                                   -----------            -----------

Net cash used in investing activities                                 (301,812)             (224,621)
                                                                   -----------            -----------
</TABLE>


(continued)


                                                                               6
<PAGE>

<TABLE>
<CAPTION>
                                                                                   Six months ended
                                                                  September 30, 2001           September 30, 2000
                                                                      (unaudited)                  (unaudited)
<S>  <C>
Cash flows from financing activities:
      Bank overdraft                                                    (586,458)                   (97,322)
      Principal payments on long-term debt
        and notes payable to affiliates                                 (389,137)                  (119,119)
      Proceeds from line of credit                                     1,419,696                    550,000
      Proceeds from notes payable                                        400,000                    523,914
      Proceeds from preferred stock                                            0                    800,000
      redemption of preferred stock                                            0                   (713,317)
      Payment on liabilities transferred
        under contractual arrangements                                    (6,359)                   (40,399)
      Dividend paid                                                      (82,004)                  (128,261)
                                                                         --------                 ---------

      Net cash provided by financing activities                          755,738                    775,496
                                                                      ----------               ------------

Decrease in cash and cash equivalents                                   (320,452)                  (147,006)
Cash and cash equivalents at beginning of year,
   including restricted cash of $600,000                               1,249,385                  1,049,429
                                                               -----------------             --------------

Cash and cash equivalents at end of period,
   including restricted cash of $600,000                          $      928,933            $       902,423
                                                                   =============             ==============
</TABLE>

                                                                               7
<PAGE>

INFRACOR, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE A--BASIS OF PRESENTATION

The unaudited financial  statements have been prepared by the Company,  pursuant
to the rules and regulations of the Securities and Exchange Commission.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
omitted  pursuant to such SEC rules and regulations;  nevertheless,  the Company
believes that the disclosures are adequate to make the information presented not
misleading.  These  financial  statements and the notes hereto should be read in
conjunction  with the financial  statements  and notes  thereto  included in the
Company's Annual Report on Form 10-KSB for the year ended March 31, 2001. In the
opinion  of  the  Company,  all  adjustments,  which  include  normal  recurring
adjustments necessary to present fairly the financial position of InfraCor, Inc.
and its subsidiaries as of September 30, 2001, and the results of operations and
cash flows for the  quarter  then  ended,  have been  included.  The  results of
operations for the interim period are not necessarily  indicative of the results
for the full year.

NOTE B--PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of INFRACOR, Inc. and
its wholly owned  subsidiaries,  IC Subsidiary,  Inc.  (formerly ETS, Inc.), ETS
Analytical  Services,  Inc., InfraCor of Virginia,  Inc. (formerly ETS Water And
Waste Management,  Inc.) and its subsidiary InfraCor of Florida,  Inc. (formerly
ETS Liner, Inc.),  InfraCor Technology,  Inc. and InfraCor  International,  Inc.
Significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.


NOTE C--EARNINGS PER SHARE

Earnings  per share  have been  computed  on the basis of the  weighted  average
number of shares  outstanding,  after giving appropriate effect for common stock
issued.   Stock  options  and  warrants  have  been  included  as  common  stock
equivalents when they result in dilution of earnings per share. Otherwise, stock
options and warrants have not been included as it would be antidilutive.


NOTE D--CASH AND CASH EQUIVALENTS

Restricted cash of $600,000 is not included in current cash and cash equivalents
as it is restricted  for a performance  bond relating to the Company's  contract
with China Steel Corporation (the "China Steel Contract"). Potential issues have
been  brought to current  management's  attention  regarding  the budget to meet
certain of the  performance  specifications  of the China Steel Contract and the
overall  viability  of the  Limestone  Emission  Control  (LEC)  technology  for

                                                                               8
<PAGE>

wide-scale  commercialization.  If the LEC  technology  does not  meet  contract
specifications,  China Steel Corporation may seek to impose financial  penalties
or  attempt  to  recover  damages or obtain  other  relief  under the  contract,
including drawing down on the $600,000 performance bond posted by the Company.

Currently,  the first of three units have been  completed  and accepted by China
Steel. It is expected the contract will be completed within six months. See note
E of Notes to Consolidated Financial Statements for additional information.


NOTE E--CONTINGENT LIABILITIES AND OTHER MATTERS

The Company  entered into a Management  Agreement  with Air  Technologies,  Inc.
("ATI"), a newly formed firm based in Roanoke,  Virginia,  to provide management
services with respect to the Company's  China Steel  Contract.  ATI and Christel
Clear  Technologies,  Inc.  ("CCTI")  agreed  to accept  responsibility  for any
potential  liabilities  associated  with the China Steel Contract and to provide
its best effort to have the  contract  transferred  from the Company to ATI. ETS
Acquisition,  Inc., CCTI and ATI are owned by three former executive officers of
the Company or ETS and former members of the Company's Board of Directors.

If the  LEC  technology  does  not  meet  contract  specifications  China  Steel
Corporation may seek to impose financial penalties or attempt to recover damages
or  obtain  other  relief  under the  contract,  including  drawing  down on the
$600,000  performance  bond  posted  by the  Company.  See  note D of  Notes  to
Consolidated Financial Statements for additional information.

Management  believes  that the existing  potential  liabilities  under the China
Steel Contract make obtaining  significant  outside capital  unlikely.  However,
Management  negotiated  a line  of  credit  from  Southern  Financial  Bank  for
$4,000,000,  effective  March 30,  2001.  The  interest  rate is prime  plus two
percent  payable  monthly.   Additional   equity  or  credit  is  being  sought.
Management's success in this regard will, to a large extent, depend upon whether
InfraCor is able to  accomplish  the  assignment  without  recourse of the China
Steel contract to ATI. While  negotiations  with China Steel  Corporation are on
going, there can be no assurance that such negotiations will be successful.  See
notes  D  of  Notes  to   Consolidated   Financial   Statements  for  additional
information.

                                                                               9
<PAGE>

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

Forward Looking Statements

         From time to time, the Company may publish  forward-looking  statements
relating  to  such  matters  as  anticipated  financial  performance,   business
prospects,  technological  developments,  new products, research and development
activities and similar matters. The Private Securities  Litigation Reform Act of
1995 provides a safe harbor for forward-looking  statements.  In order to comply
with the terms of the safe harbor,  the Company  notes that a variety of factors
could cause the Company's  actual  results and  experience to differ  materially
from the anticipated  results or other  expectations  expressed in the Company's
forward-looking statements. The risks and uncertainties that could significantly
affect the  operations,  performance,  development  and results of the Company's
business  include,  but are not  limited  to,  the  following:  (i)  changes  in
legislative  enforcement  and direction,  (ii) unusually bad or extreme  weather
conditions,  (iii)  unanticipated  delays in contract  execution,  (iv)  project
delays or changes in  project  costs,  (v)  unanticipated  changes in  operating
expenses  and capital  expenditures,  (vi) sudden loss of key  personnel,  (vii)
abrupt  changes in competition  or the political or economic  climate,  and (vi)
abrupt changes in market opportunities.

Results of Operations

Three months and six months ended  September  30, 2001  compared to three months
and six months ended September 30, 2000

         Revenues for the three month period ended  September  30, 2001 ("second
quarter of fiscal 2002") were  $4,693,108  compared to $6,770,601  for the three
month  period  ended  September  30,  2000  ("second  quarter  of fiscal  2001")
resulting  in a 30.7%  decrease in  revenues.  Revenues for the six month period
ended September 30, 2001 ("year to date fiscal 2002") were  $9,551,973  compared
to $13,149,906  for the six month period ended September 30, 2000 ("year to date
fiscal  2001")  resulting in a 27.4%  decrease in revenues.  The decrease in the
second  quarter of fiscal  2002 is due to  holding  of orders by  municipalities
during the first quarter due to the downturn in the economy.  The municipalities
have slowly started to release work toward the end of the second quarter.

         Cost of goods and services  for the second  quarter of fiscal 2002 were
$5,430,152  or 115.7% of sales  compared to $6,132,787 or 90.6% of sales for the
second  quarter of fiscal 2001.  Gross profits for the second  quarter of fiscal
2002 were  $(737,044)  or (15.7)% of sales as  compared  to  $637,014 or 9.4% of
sales for the second quarter of fiscal 2001.  Cost of goods and services for the
year to date  fiscal  2002  were  $9,522,107  or  99.7%  of  sales  compared  to
$11.710.851  or 89.0% of sales for the year to date fiscal 2001.  Gross  profits
for the year to date  fiscal  2002 were  $29.866  or 0.3% of sales  compared  to
$1.439.055 or 11.0% of sales for the year to date fiscal 2001.  These  increases
in  cost  of  goods  and  services  is  related  to the  loss  of the  Company's
construction  superintendent  by  death  last  fall,  as well  as the  loss of a

                                                                              10
<PAGE>

supervisor  and several  foremen  that left to start a business.  The Company is
training several  employees to fill these positions and is setting up a training
program to ensure continuity of a skilled workforce. Management is also reducing
costs to control the increased  cost of goods and services by cutting  overtime,
controlling  cost of materials and as a last resort will lay off some  employees
due to the reduced backlog and work schedule.

         Selling,  general and administrative expenses were $570,263 or 12.1% of
net sales for the second  quarter of fiscal 2002  compared  to $559,888  for the
second  quarter  of  fiscal  2001 or 8.3% of net  sales.  Selling,  general  and
administrative  expenses  were  $1,098,110  for the year to date  fiscal 2002 or
11.5% of net sales  compared to  $1,204,729 or 9.2% of net sales for the year to
date fiscal 2001. The general and  administrative  expense continues to decrease
due to cost savings  associated with the management's  cost containment  efforts
while the percentage of net sales increased due to decreased revenues.

         Loss on sale of assets  was  $6,235  for the year to date  fiscal  2002
compared to $0 for the year to date fiscal 2001. Interest expense for the second
quarter of fiscal 2002 was $229,689  compared to $153,832 for the second quarter
of fiscal 2001.  Interest  expense for the year to date fiscal 2002 was $469,373
compared to $279,570 for the year to date fiscal 2001. Interest expense reflects
interest paid on notes payable and long-term  debt,  including  credit lines and
capital  leases.  This increase  reflects the increase in capital leases and the
bank line of  credit.  Interest  rate  decreases  have  helped to  contain  this
expense.  Other income was  $119,340 for the year to date of fiscal 2001,  which
reflected  the  collection of an insurance  settlement.  Net loss for the second
quarter of fiscal  2002 was  $1,528,851  compared  to $54,368 net income for the
second  quarter of fiscal  2001.  Net loss for the year to date  fiscal 2002 was
$1,517,776 compared to net income of $96,661 for year to date fiscal 2001.

Liquidity And Capital Resources As Of September 30, 2001

         In March 2001, the secured credit line was obtained for $4,000,000. The
note that  established  the line calls for a monthly  interest  of prime plus 2%
over a two-year  term. At September  30, 2001,  the balance owed under this line
was $3,927,247. The credit line is provided by Southern Financial Bank.

         Cash flow for the Company  continues  to be a problem.  With the losses
incurred  during the first six months of fiscal  2002 and  expected to occur for
the remainder of the fiscal year,  management  is attempting to find  additional
financing to meet working  capital needs. If this financing can not be attained,
management will be forced to consider other alternatives, including mergers with
companies in the  infrastructure  industry  and cutting work force  expenses and
corporate overhead.

         Major components of cash flows used in operating  activities include an
increase in accounts receivable of $649,958 and in accounts payable of $857,948.
Adjustments to net cash flows include  depreciation and amortization of $312,085
and issuance of stock for services rendered to the Company by two vendors in the
amount of  $16,000.  These  increases  reflect  the slower  payment of  accounts
receivable which caused the increase in accounts payable.

                                                                              11
<PAGE>

         Net cash used in investing  activities of $301,812  consisted mainly of
purchase of property,  plant and  equipment  in the amount of $324,804.  The net
cash from financing activities of $755,738 include in part proceeds from line of
credit of  $1,419,696,  proceeds  from  notes  payable  of  $400,000,  principal
payments of $389,139,  and  repayment of bank  overdraft of $586,458.  Preferred
dividends  of  $82,002  are the  payment  of  dividends  to  Series B  preferred
stockholders.  The cash and cash  equivalents at September 30, 2001 was $928,933
which  includes the $600,000 of restricted  cash  guaranteeing  the bond for the
China Steel contract.

         New  orders  received  for the  second  quarter  of  fiscal  2002  were
$5,330,065  compared to $3,793,600  for the second  quarter of fiscal 2001.  New
orders  received  for the year to date  fiscal 2001 are  $5,330,065  compared to
$11,285,266  for year to date fiscal  2001.  Backlog at  September  30, 2001 was
$12,600,000  compared to  $17,203,000 at September 30, 2000. The increase in new
orders for the quarter reflect the  municipalities  are slowly releasing work to
be started.  Due to the holding of orders  during the first  quarter and part of
the second quarter because of the economy, the Company's backlog decreased.  The
Company has expanded its market in an attempt to secure  additional  work.  This
expanded market includes West Virginia, Pennsylvania, and Delaware.

                                                                              12
<PAGE>

PART II - OTHER INFORMATION

Item 1.           LEGAL PROCEEDINGS.

                  None

Item 2.           CHANGES IN SECURITIES.

                  As of September 10, 2001,  the Company issued 80,000 shares of
                  common stock to two vendors in exchange for services  rendered
                  in a transaction  exempt from  registration in accordance with
                  Section 4(2) of the Securities Act of 1933, as amended.

Item 3.           DEFAULTS UPON SENIOR SECURITIES.

                  None

Item 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.

                  On July 31, 2001,  the Company  held its annual  shareholders'
                  meeting.  The  matters  presented  and the vote  counts are as
                  follows:

                  1.  Five individuals were nominated by management and elected
                  by the shareholders by the following votes:

                                                FOR              WITHHELD
                                          --------------------------------------

                    Terence R. Dellecker     13,237,342           40,516

                    Coleman S. Lyttle        13,226,342           51,516

                    Lee Caplin               13,227,542           50,316

                    James B. Quarles         13,225,942           51,916

                    Navin D. Sheth           13,236,342           41,516

                  2. An amendment  to the  Company's  Articles of  Incorporation
                  increasing  the number of the Company's  authorized  shares of
                  common stock from 30 million to 50 million was approved by the
                  shareholders by the following votes:

                                FOR               AGAINST         ABSTAIN
                      ------------------------------------------------------
                              12,872,402          284,566          120,890

                  3. The  approval  of the Board of  Director's  appointment  of
                  Goodman  &  Company,  LLP as  auditors  for  fiscal  2002  was
                  approved by the shareholders by the following votes.

                                FOR                AGAINST         ABSTAIN
                             -----------------------------------------------
                              13,215,283           18,450          44,125


                                                                              13
<PAGE>

Item 5.           OTHER INFORMATION.
                  None

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

                  (A)      Exhibits

                           None

(B)      Reports on Form 8-K

                           None


                                                                              14
<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly caused  this  registrations  statement  to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                    INFRACOR INC.


DATE     November 14, 2001          BY:      s/James B. Quarles
         -----------------                   ------------------------------
                                            James B. Quarles
                                            Chairman and President



DATE     November 14, 2001          BY:      s/Warren E. Beam, Jr.
         -----------------                   ------------------------------
                                             Warren E. Beam, Jr.
                                             Secretary and Controller



                                                                              15