<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  June 30, 2000            Commission File No. 00019678
--------------------------------------------------------------------------------


                                INFRACORPS, 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                                       16,392,387
<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

INFRACORPS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>

                                                                                   June 30, 2000            March 31, 2000
                                                                                   -------------            --------------
ASSETS                                                                              (unaudited)                (audited)
------
<S>                                                                                     <C>                           <C>
Current assets:
   Cash and cash equivalents                                                       $    134,437                   449,429
   Accounts receivable:
      Trade (net of allowance of $50,000 at June 30, 2000 and
         March 31, 2000)                                                              4,367,253                 3,829,893
      Other                                                                              22,917                    24,317
   Costs and estimated earnings in excess of billings
      on uncompleted contracts                                                          958,104                 1,007,464
   Notes receivable - current                                                           177,952                   177,952
   Inventory                                                                          1,180,843                 1,166,796
   Prepaid expenses                                                                      65,956                    62,897
                                                                                   ------------              ------------
         Total current assets                                                         6,907,462                 6,718,748
                                                                                   ------------              ------------
Property, plant and equipment:
   Furniture and fixtures                                                               369,236                   369,236
   Machinery, tools and equipment                                                     6,988,571                 6,920,993
   Vehicles                                                                           2,007,335                 1,898,952
   Leasehold improvements                                                               307,663                   307,663
                                                                                   ------------              ------------
                                                                                      9,672,805                 9,496,844
   Less accumulated depreciation                                                      4,491,871                 4,366,147
                                                                                   ------------              ------------
         Total property, plant and equipment, net                                     5,180,934                 5,130,697
                                                                                   ------------              ------------
Other assets:
   Restricted cash                                                                      600,000                   600,000
   Notes receivable                                                                     159,158                   169,205
   Cash value of life insurance                                                          23,469                    23,469
   Assets under contractual arrangements (net of
      valuation allowance of $858,000)                                                  183,051                   183,051
   Other assets                                                                         198,944                   206,021
                                                                                   ------------              ------------
         Total other assets                                                           1,164,622                 1,181,746
                                                                                   ------------              ------------
      Total assets                                                                 $ 13,253,018             $  13,031,191
                                                                                   ============              ============
</TABLE>
<PAGE>

LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>


                                                                            June 30, 2000    March 31, 2000
                                                                            -------------    --------------
                                                                              (unaudited)      (audited)
<S>                                                                              <C>              <C>
Current liabilities:

   Bank overdraft                                                          $          0          97,322
   Notes payable to bank                                                      1,250,000       1,000,000
   Notes payable to affiliates                                                  945,820         602,019
   Current portion of long-term debt                                            867,797         867,797
   Accounts payable                                                           2,739,146       3,750,104
   Accrued expenses and other current liabilities                               323,224         372,154
                                                                           ------------    ------------

         Total current liabilities                                            6,125,987       6,689,396
                                                                           ------------    ------------
Long-term liabilities:
   Long-term debt                                                             2,694,442       1,881,900
   Liabilities of business transferred under contractual
      arrangements                                                              112,848         140,339
                                                                           ------------    ------------
         Total liabilities                                                    8,933,277       8,711,635
                                                                           ------------    ------------

Stockholders' equity:
   Preferred stock, no par value,  authorized  5,000,000 shares:
      4% cumulative Series A, $1 convertible,  1,850,000 shares
        outstanding at June 30, 2000 and  March 31, 2000
        (liquidation  value of $1,850,000)                                      830,311         830,311
      8% Series B, 15,421 shares outstanding at June 30, 2000 and
        March 31, 2000 (liquidation value of $1,542,100)                      1,542,100       1,542,100
      6% Series C, 751 shares outstanding at June 30, 2000 and
        March 31, 2000 (liquidation value of $751,000)                          713,317         713,317
   Common stock, no par value; authorized 30,000,000
      shares; issued and outstanding 16,392,387
       at June 30, 2000 and March 31, 2000                                    5,933,226       5,933,226
   Retained earnings (accumulated deficit)                                   (4,699,213)     (4,699,398)
                                                                           ------------    ------------


         Total stockholders' equity                                           4,319,741       4,319,556
                                                                           ------------    ------------

         Total liabilities and  stockholders' equity                       $ 13,253,018    $ 13,031,191
                                                                           ============    ============
</TABLE>
<PAGE>

INFRACORPS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                                                        Three months ended
                                                               June 30, 2000       June 30, 1999
                                                               -------------       -------------
                                                                (unaudited)         (unaudited)
<S>                                                                <C>                <C>
Contract Revenues - Commercial                                 $ 6,379,305          $ 4,934,009
Cost of goods and services                                       5,578,064            4,270,668
Selling, general and administrative expenses                       644,841              583,850
                                                               -----------          -----------
                                                                   156,400               79,491
Interest income                                                     10,131               10,152
Interest expense                                                  (125,738)             (56,095)
Gain on sale of equipment                                            1,500                  695
                                                               -----------          -----------
Net income before income taxes                                      42,293               34,243
Provision for income taxes                                              --                   --
                                                               -----------          -----------
Net income                                                     $    42,293          $    34,243
                                                               ===========          ===========

Earnings per common share:
          Basic                                                $       .00          $       .00
          Diluted                                              $       .00          $       .00

Average shares of common stock used for above computation:
          Basic                                                 16,392,387           16,492,043
          Diluted                                               18,430,358           18,309,043
</TABLE>
<PAGE>

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

<TABLE>
<CAPTION>
                                   Preferred   Preferred      Preferred
                                     Stock       Stock         Stock
                                   Series A     Series B      Series C           Common Stock
                                  -----------------------------------------------------------------   Accumulated
                                     Amount      Amount        Amount         Shares       Amount       Deficit        Total
                                  ----------- ------------  ------------   ----------   -----------  ------------   -----------
<S>                                     <C>        <C>          <C>           <C>           <C>           <C>           <C>
Balances at March 31, 2000        $ 830,311   $ 1,542,100   $   713,317    16,392,387   $ 5,933,226   $(4,699,398)   $ 4,319,556

Dividends                               -             -             -             -             -         (42,108)       (42,108)

Net income                              -             -             -             -             -          42,293         42,293
                                  ------------------------------------------------------------------------------------------------
Balances at June 30, 2000         $ 830,311   $ 1,542,100   $   713,317    16,392,387   $ 5,933,226   $(4,699,213)   $ 4,319,741
                                  ================================================================================================
</TABLE>
<PAGE>

INFRACORPS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOW

<TABLE>
<CAPTION>
                                                                                         Three months ended
                                                                                    June 30, 2000     June 30, 1999
                                                                                    -------------     -------------
                                                                                     (unaudited)       (unaudited)
<S>                                                                                     <C>                <C>
Cash flows from operating activities:
      Net income                                                                    $    42,293        $    34,243

Adjustments  to  reconcile  net  income  to net cash  used in  operating
activities:
      Depreciation and amortization                                                     125,724            107,324
      Gain on sale of fixed assets                                                       (1,500)              (695)

Increase/decrease in operating assets and liabilities:
      Accounts receivable                                                              (535,960)           (43,291)
      Costs and estimated earnings in excess of billings on uncompleted contracts        49,360             29,203
      Inventories                                                                       (14,047)           (36,361)
      Prepaid expenses                                                                   (3,059)            (9,181)
      Accounts payable                                                               (1,010,958)          (429,678)
      Accrued expenses and other liabilities                                            (48,930)           (78,095)
      Other assets                                                                        7,077             (4,058)
                                                                                    -----------        -----------

Net cash used in operating activities                                                (1,390,000)          (430,589)

Cash flow from investing activities:
      Purchase of property, plant and equipment                                        (174,461)          (652,628)
      Notes receivable decrease (increase)                                               10,047             (6,263)
                                                                                    -----------        -----------
Net cash used in investing activities                                                  (164,414)          (658,891)

</TABLE>


(continued)
<PAGE>

<TABLE>
<CAPTION>

                                                                                Three months ended
                                                                         June 30, 2000      June 30, 1999
                                                                         -------------      -------------
                                                                           (unaudited)     (unaudited)
<S>                                                                           <C>              <C>
Cash flows from financing activities:
      Bank overdraft (decrease)                                              (97,322)      (225,135)
      Principal payments on long-term debt and notes payable
         to affiliates                                                      (118,657)       (73,555)
      Proceeds from line of credit                                           250,000        950,000
      Proceeds from notes payable affiliates                                 400,000              0
      Proceeds from long-term debt                                           875,000        287,500
      Payments on notes payable                                                    0         (2,500)
      Payment on liabilities transferred under contractual arrangements      (27,491)            --
      Dividend paid                                                          (42,108)       (20,841)
      Proceeds from sale of preferred shares                                       0        100,000
                                                                         -----------    -----------
      Net cash provided by financing activities                            1,239,422      1,015,469
                                                                         -----------    -----------

Decrease in cash and cash equivalents                                       (314,992)       (74,011)
Cash and cash equivalents at beginning of year                             1,049,429        872,259
                                                                         -----------    -----------
Cash and cash equivalents at end of period                               $   734,437    $   798,248
                                                                         ===========    ===========
</TABLE>




Supplemental   disclosures  of  cash  flow  information  and  noncash  investing
activities:  Interest paid on notes payable and long-term  debt was $125,738 and
$56,095 for the three months ended June 30, 2000 and June 30, 1999 respectively.
<PAGE>

INFRACORPS, 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, 2000. In the
opinion of the Company, all adjustments,  including normal recurring adjustments
necessary  to present  fairly the  financial  position of  Infracorps,  Inc. and
Subsidiaries  as of June 30,  2000 and the  results of its  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 INFRACORPS,  Inc.
and its wholly-owned subsidiaries, IC Subsidiary, Inc. (formerly ETS, Inc.), ETS
Analytical Services,  Inc., InfraCorps of Virginia, Inc. (formerly ETS Water And
Waste Management, Inc.) and its subsidiary InfraCorps of Florida, Inc. (formerly
ETS Liner, Inc.), InfraCorps Technology, Inc. and InfraCorps 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.


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 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. See note E of Notes to Consolidated Financial Statements for additional
information.

<PAGE>

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 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 BB&T for $1,000,000 and was able to
increase the line to $1,250,000  effective  March 31, 2000. The interest rate is
prime plus one percent  payable  monthly.  Additional  equity or credit is being
sought. Management's success in this regard will, to a large extent, depend upon
whether  InfraCorps 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.
<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 ended June 30, 2000 compared to three months ended June 30, 1999

         Revenues for the three month period ended June 30, 2000 ("first quarter
of fiscal  2001") were  $6,379,305  compared to  $4,934,009  for the three month
period ended June 30, 1999 ("first  quarter of fiscal 2000")  resulting in a 29%
increase in revenues.  This  increase is due to large  contracts  received  near
fiscal  year end 2000 as well as  increase in  construction  and  rehabilitation
activity in the region.  Fiscal year 2001  includes the revenues  from the newly
formed  subsidiary  InfraCorps   Technology,  Inc.,  which  was  just  beginning
operations in the first quarter of fiscal 2000.

         Cost of goods and  services  for the first  quarter of fiscal 2001 were
$5,578,064 or 87.4% of sales, as compared to  $4,270,668 or 86.5%  for the first
quarter of fiscal 2000.  Gross profits for the first quarter of fiscal 2001 were
$801,241  or  12.6%  of sales, as compared to $663,341 or 13.5% of sales for the
first quarter of fiscal 2000. These decreases in gross profits are due to larger
contracts being awarded based on lower bids with a lower gross margin.

         Selling,  general  and  administrative  expenses  were $644,841 for the
first quarter of 2001, or 10.1% of net sales, as compared to $583,850  for  the
first quarter of fiscal 2000, or 11.8%  of  net sales.  The selling, general and
administrative expense increased in the first quarter, due  to  expenses related
to InfraCorps Technology, Inc.,  but  there  was  an  overall  decrease  in  the
percentage of net sales due to higher revenues.
<PAGE>

         Gain on sale of assets was $1,500 for the first quarter of fiscal 2001,
as compared to $695 for the first quarter of fiscal 2000.  Interest  expense for
the first quarter of fiscal 2001 was $125,738, compared to $56,095 for the first
quarter of fiscal 2000. Interest expense reflects interest paid on notes payable
and long-term debt,  including credit lines and capital leases.  The increase in
interest  expense was due to an increase in outstanding  debt and capital leases
as well as the increase in interest rates.

         Profit before  interest  income expense and gains on sales of equipment
for the first quarter of fiscal 2001 was $156,400  compared to $79,491 for first
quarter of fiscal  2000.  Net income  for the first  quarter of fiscal  2001 was
$42,293, compared to $34,243 for first quarter of fiscal 2000.

Liquidity And Capital Resources As Of June 30, 2000

         In March 2000, the secured credit line was increased to $1,250,000. The
note that  established  the line calls for a monthly  interest  of prime plus 1%
over a three year term.  At June 30, 2000,  the balance owed under this line was
$1,250,000. The credit line is provided by BB&T.

         Major components of cash flows used in operating  activities  include a
decrease  in  accounts  payable of  $1,010,958  and an  increase  of $535,960 in
accounts  receivable.  The  credit  line and notes  payable  were used to reduce
accounts  payable.  The  increase  in accounts  receivable  is due to the higher
volume of contract revenue  discussed  above.  Adjustments to net cash flows are
depreciation and amortization of $125,724.

         Net cash used in investing  activities of $164,414  consisted mainly of
purchase of property,  plant and  equipment  in the amount of $174,461.  The net
cash from financing activities of $1,239,422 include, in part, proceeds from the
line of credit of $250,000,  proceeds from notes  payable of $875,000,  proceeds
from notes payable  affiliates  of $400,000 and principle  payments of $118,657.
The cash and cash equivalents at June 30, 2000 was $734,437,  which includes the
$600,000 of restricted cash guaranteeing the bond for the China Steel contract.

         New  orders  received  for  the  first  quarter  of  fiscal  2001  were
$7,491,666  compared to $8,827,164 for the first quarter of fiscal 2000. Backlog
at June 30, 2000 was $20,200,000,  compared to $15,955,000 at June 30, 1999. New
orders are being received to keep pace with work being  performed and maintain a
backlog.
<PAGE>

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.
                  None

Item 2.  Changes in Securities.
                  None

Item 3.  Defaults upon Senior Securities.
                  None

Item 4.  Submission of Matters to a Vote of Security-Holders.
                  None

Item 5.  Other Information.
                  None

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

                  (A)      Exhibits

                           27       Financial Data Schedule

                  (B)      Reports on Form 8-K

                           None
<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.


                                                     INFRACORPS, INC.


DATE     August 14, 2000                    BY:      /s/James B. Quarles
         ---------------                             --------------------------
                                                     James B. Quarles
                                                     Chairman and President



DATE     August 14, 2000                    BY:      /s/Warren E. Beam, Jr.
         ---------------                             --------------------------
                                                     Warren E. Beam, Jr.
                                                     Secretary and Controller