SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM 10-K
[MARK ONE]

[X]  Annual Report  Pursuant to Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934

                   For the fiscal year ended December 31, 1999
                                       OR

[ ]  Transition  Report  Pursuant  to Section  13 or 15(d) of the  Securities
     Exchange Act of 1934

         For the transition period from _____________ to _____________.

                           Commission File No. 1-10489
                              ---------------------
                                  KIMMINS CORP.
             (Exact name of registrant as specified in its charter)


         Florida                                        59-3598343
(State of Incorporation)                   (I.R.S. Employer Identification No.)


                 1501 Second Avenue, East, Tampa, Florida 33605
              (Address of registrant's principal executive offices,
                               including zip code)

      (Registrant's telephone number, including area code): (813) 248-3878

           Securities registered pursuant to Section 12(b) of the Act:


                                                    Name of Exchange
     Title of Each Class                           on Which Registered
Common Stock, $.001 par value                             None


           Securities registered pursuant to Section 12(g) of the Act:

                                      NONE

     Indicate by a 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 [X] No [ ]

     Indicate by a check mark if  disclosure of  delinquent  filers  pursuant to
Item 405 Regulation S-K is not contained herein,  and will not 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-K or any
amendment to this Form 10-K. [ ]

     As of March 15,  2000 there  were  outstanding  4,872,135  shares of Common
Stock and 1,666,569  shares of Class B common stock.  The aggregate market value
of the voting  stock held by  non-affiliates  of the  registrant  as of April 6,
2000, was $2,436,068.

                         ------------------------------
                      DOCUMENTS INCORPORATED BY REFERENCE:


                                      NONE
<PAGE>
                                  KIMMINS CORP.

                                    Form 10-K

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>                                                                                                               <C>



                                                                                                                  Page
                                                                                                                  No.

PART I
     Item 1       Business........................................................................................3
     Item 2       Properties......................................................................................8
     Item 3       Legal Proceedings...............................................................................8
     Item 4       Submission of Matters to a vote of Security Holders.............................................8

PART II
     Item 5       Market for the Registrant's Common Equity and Related Stockholder Matters.......................9
     Item 6       Selected Financial Data........................................................................10
     Item 7       Management's Discussion and Analysis of Financial Condition and
                     Results of Operations.......................................................................11
     Item 7A      Quantitative and Qualitative Disclosures about Market Risk.....................................19
     Item 8       Financial Statements and Supplementary Data....................................................20
     Item 9       Changes in and Disagreements with Accountants on Accounting and
                     Financial Disclosures.......................................................................51

PART III
     Item 10      Directors and Executive Officers of the Registrant.............................................52
     Item 11      Executive Compensation.........................................................................54
     Item 12      Security Ownership of Certain Beneficial Owners and Management.................................56
     Item 13      Certain Relationships and Related Transactions.................................................57

PART IV
     Item 14      Exhibits, Financial Statement Schedules and Reports on Form 8-K................................59

</TABLE>

                                       2
<PAGE>


     Note: The discussions in this Form 10-K contain forward-looking  statements
that involve  risks and  uncertainties.  Statements  contained in this Form 10-K
that are not historical facts are forward looking statements that are subject to
the safe harbor created by the Private Securities Litigation Reform Act of 1995.
A number of important  factors could cause future  results of Kimmins Corp.  and
its subsidiaries to differ materially and significantly  from those expressed or
implied in past  results and in any forward  looking  statements  made by, or on
behalf  of,  the  Company.  Factors  that  could  cause  or  contribute  to such
differences  include,  but are not limited to, those discussed in "Business" and
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations,"  as well as those  discussed  elsewhere  in this Form  10-K.  These
factors  include,  without  limitation,  those  listed in "Risk  Factors" in the
Company's Registration Statement on Form S-1 (File No. 33-12677).

                                     PART I

Item 1.  Business
                                   THE COMPANY

     Kimmins Corp. and its subsidiaries  (collectively,  the "Company")  provide
specialty-contracting  services  in the  south,  mainly  in  Florida,  including
earthwork; infrastructure development;  underground construction; roadwork; site
remediation  services such as excavation,  removal and disposal of  contaminated
soil; facilities demolition and dismantling; and asbestos abatement. The Company
has historically operated two business segments: solid waste management services
and specialty contracting services.  The Company previously provided solid waste
management  services  through its TransCor Waste  Services,  Inc.,  ("TransCor")
subsidiary to commercial,  industrial,  residential,  and municipal customers in
the  state of  Florida.  As a result  of  TransCor's  sale of its  wholly  owned
subsidiary Kimmins Recycling Corp. ("KRC") in August 1998, the Company no longer
provides solid waste management services.

     The Company's specialty contracting services are as follows:

     *    Earthwork  and utility  contracting - Earthwork  activities  including
          commercial and residential site work and earthwork  activities for the
          phosphate   mining   industry.    Utility    contracting,    including
          infrastructure services such as sewer lines, water lines, and roads.

     *    Industrial  demolition,  dismantling,  and abatement - Dismantling  of
          facilities or structures  including  draining liquid wastes from pipes
          and tanks;  asbestos  removal,  cleanup,  disposal,  and reinsulation;
          removal of above- and below-ground tanks; removal and disposal or sale
          of other equipment; and sale of scrap materials.

     *    Hazardous waste services - Containment, excavation and removal.

     The  Company's  services  may be used  individually  or in  combination  as
required  to meet  the  specific  needs of  customers.  The  Company's  business
strategy is to draw upon its contracting  experience to perform complex projects
requiring a broad range of services.  Although  each of the  Company's  business
lines can operate  independently  from the other related  services,  the Company
believes that integration of these services gives it a competitive  advantage by
relieving  the  customer of the burden of  coordinating  activities  of multiple
contractors.

     During its initial years of operation, the Company emphasized,  among other
services  offered,  a broad  range  of  contracting  services.  As the  need for
waste-related  and  specialty  contracting  services  has grown in  response  to
heightened  public concern and government  regulation,  the Company has used its
capabilities  in facilities  demolition and dismantling and in the management of
complex   construction    projects   to   become   increasingly    involved   in
project-oriented activities.

     The  Company's  strategy is to continue to focus on  specialty  contracting
projects for private and governmental  customers.  The Company does not consider
its business to be highly seasonable.


                                       3
<PAGE>
SERVICES

Specialty Contracting:

Earthwork and Utility Contracting Services

     Since 1988,  the Company has directed its focus  toward  environmental  and
utility contracting,  including  infrastructure and reconstructive service work.
The Company,  through its subsidiary,  Kimmins  Contracting Corp.,  continues to
provide   comprehensive    non-hazardous    contracting   services,    including
infrastructure  services such as water and sewer line installation,  replacement
and repair to  private  and  governmental  customers  primarily  in the state of
Florida. Related infrastructure  development includes road installation,  repair
and  widening,  and  installation,   repair  and  enhancement  of  drainage  and
wastewater services.

     Kimmins  Contracting  Corp.  has  broadened its array of services by adding
earthwork  operations.  These  operations are mainly directed toward the private
sector in the state of Florida and include land  reclamation,  dam  construction
and  other  earthwork   operations  for  the  phosphate  mining  industry,   and
residential and commercial site work services.

Industrial Demolition, Dismantling, and Abatement Services

     The Company offers  demolition and dismantling of facilities or structures;
asbestos removal;  cleanup,  disposal,  and  reinsulation;  removal of above and
below  ground  storage  tanks;  removal  and  disposal  or  sale  of  industrial
equipment; and the sale of equipment and scrap materials.

     Demolition and dismantling projects result from the closing or retooling of
facilities  due to such factors as  technological  obsolescence  of  facilities,
corporate  mergers and  consolidations  of  operations,  and the  relocation  of
manufacturing  operations  to  low-cost  labor  areas or areas  subject  to less
stringent  regulation,   primarily  in  foreign  countries.  In  addition,  site
remediation,  particularly in the case of environmental contamination of a site,
frequently requires the demolition or dismantling of a contaminated facility.

     Dismantling  is the precise  disassembly of a  manufacturing  or production
facility on a piece-by-piece  basis to recover  equipment as complete  operating
units that can be  reinstalled  at another  location.  Dismantling  enhances the
value of the facility above scrap market  values.  The Company is paid a fee for
dismantling  services and,  usually,  a commission on the sale of  non-relocated
equipment.

     Demolition usually requires wrecking services for which the Company is paid
a fee by the  customer.  In  certain  projects,  the  Company  may also  receive
additional  revenue from selling the scrap material.  The Company's  services in
these areas include  dismantling  large structures  (including  refineries,  and
utility plants); draining liquid wastes from pipes and tanks; removing above and
below-ground  tanks;  cleaning and  disposing  of  contaminated  equipment;  and
controlled demolition.

     Certain  demolition  projects also involve  asbestos  removal,  cleanup and
disposal.  The Company is  continuing  to  de-emphasize  its asbestos  abatement
services and generally  will only perform  these  services in  conjunction  with
other environmental demolition activities.

Hazardous Waste Services

     The  Company  offers a range of services  for the  removal and  disposal of
hazardous  materials.  The services offered include  construction of containment
systems and the excavation and removal of contaminated material. The Company has
de-emphasized  its hazardous waste services and will only perform these services
in conjunction with other environmental demolition activities.


                                       4
<PAGE>

     Containment.  Containment  systems are constructed to prevent the migration
of  hazardous  materials  from a site to the  surrounding  groundwater,  surface
water, soil or air. While containment can be a permanent remedial  solution,  it
is also used as an interim step  followed by  excavation  and removal or on-site
treatment.  The Company installs  containment  systems that include  containment
cells, surface caps, and slurry walls.

     Excavation and removal.  Excavation  and removal  involve the excavation of
contaminated  materials  for  containment  or off-site  disposal.  When off-site
disposal is required,  the Company  subcontracts with licensed third parties for
the transportation of the material for off-site disposal. As part of its quality
control program,  the Company regularly samples and analyzes excavated materials
to verify that the  contaminants  are  consistent  with those  identified in the
remediation plan.


DISCONTINUED OPERATIONS

Solid Waste Management Services:

     TransCor  adopted a formal  plan to dispose of its solid  waste  management
services  operations on July 17, 1998 by selling its wholly owned subsidiary KRC
to Eastern Environmental  Services,  Inc. (EESI). On August 31, 1998 the Company
completed the sale of the solid waste management services (SWMS) operations. The
assets sold consisted primarily of accounts receivables, contracts, property and
equipment and goodwill.  The selling price was approximately  $57,800,000 in the
form of cash and EESI common stock.  On December 31, 1998,  EESI was acquired by
Waste Management,  Inc. and the Company received stock of Waste Management, Inc.
in exchange for its EESI stock.

     The Company,  through its  majority-owned  subsidiary,  TransCor,  formerly
provided solid waste management services to commercial, industrial, residential,
and municipal customers. In connection with such services, the Company owned and
operated  fully  permitted  construction  and  demolition  ("C&D")  transfer and
recycling ("T&R") facilities in four of the largest  metropolitan regions in the
state of Florida; Jacksonville,  Clearwater, Tampa and Miami. In addition to its
T&R operations, the Company collected and disposed of all types of non-hazardous
solid waste for  industrial  and  commercial  customers in its T&R regions.  The
Company  also  provided  residential  garbage  collection  services  for several
municipalities  located in Lee  County and  Hillsborough  County,  Florida.  The
Company  also  engaged,   pursuant  to  several  municipal  contracts,   in  the
residential  curbside  collection of a variety of already segregated  recyclable
forms of  solid  waste,  including  such  materials  as  newspapers,  cardboard,
plastic, metals, and glass.


PERFORMANCE BONDS

     The  Company is  required  to post  performance  bonds in  connection  with
certain asbestos  abatement,  waste  remediation,  demolition,  and construction
contracts.  For the years ended December 31, 1998 and 1999 most of the Company's
revenue was derived from contracts or projects that required the Company to post
performance  bonds.  The Company's  current bonding  capacity for  qualification
purposes  is  $60,000,000  for  individual  projects  and  $120,000,000  in  the
aggregate.  This  capacity  is not  intended  to be  either  a  limitation  or a
commitment  as to  the  Company's  bond  capacity,  but  rather  guidelines  for
qualification  purposes. It is customary for surety bond companies to underwrite
each surety obligation  individually;  therefore, the potential for more or less
capacity exists based on the merits of the obligation. Historically, the Company
has obtained  surety bond  support for  individual  projects in the  $53,000,000
range while the  aggregate  approached  $100  million.  The Company has obtained
bonding coverage in amounts up to $8,500,000 for environmental projects.

     However,  some  environmental  projects  either  do not  require  a bond or
require a bond for less than the complete  contract  price of the project value.
The Company has obtained  bonding coverage for  environmental  projects for more
than $8,500,000 as a result of personal surety bonds or collateral  furnished by
Mr.  Francis  M.  Williams,  President  of  the  Company.  Mr.  Williams  has no
obligation  to provide  surety  bonds,  collateral  or  otherwise  to assist the
Company in connection with bonding  coverage.  Management  believes that bonding
coverages are adequate for the size and scope of projects being performed.


                                       5
<PAGE>
MARKETING

     The  Company's  specialty   contracting  business  results  primarily  from
customers  for  whom  the  Company  has  previously  provided  services,   prior
customer's  references,  and from direct marketing efforts.  In particular,  the
Company believes its national reputation as a leading demolition and dismantling
contractor has  contributed  significantly  to its ability to attract  specialty
service business.

     The Company's  specialty  contracting  subsidiaries  direct their marketing
activities through the home office in Tampa,  Florida. This office is located in
an area with a high concentration of industrial facilities. The Company believes
that  accurate  bidding is crucial in  securing  new  contracting  projects  and
completing them  profitably.  The Company uses  computerized  bidding systems in
conjunction with site visits to develop bids for contracting projects. While bid
price is an important  factor in  obtaining  contracts,  potential  clients also
consider the reputation, experience, safety record and financial strength of the
bidders in awarding contracts.

     The Company also obtains  contracts for its services through the process of
competitive bidding,  purchase orders, or negotiations.  The Company's marketing
efforts include door-to-door sales, monitoring trade journals and other industry
sources  for  bid  solicitations  by  various  entities,   including  government
authorities   and  related   instrumentalities,   and  responding  to  such  bid
solicitations,  which may include  requests for proposals  ("RFPs") and requests
for qualifications  ("RFQs").  The Company also attempts to be included on lists
of qualified  bidders  frequently  contained in RFPs and RFQs. In response to an
RFP or RFQ, the soliciting entity requires a written response within a specified
period.  Generally, in the case of an RFP, a bidder submits a proposal detailing
its qualifications, the services to be provided, and the cost of the services to
the  soliciting  entity;  then,  such  entity,  based on its  evaluation  of the
proposals  submitted,  awards the contract to the successful bidder. In the case
of  an  RFQ,  a  bidder  submits  a  response   describing  its  experience  and
qualifications, the soliciting entity then selects the bidder believed to be the
most qualified, and then negotiates all of the terms of the contract,  including
the cost of the services.


CUSTOMERS

     The primary  private  customers  for the  Company's  specialty  contracting
services are Fortune 500 corporations  engaged in heavy  manufacturing,  such as
chemical mining, petroleum, petrochemical, paper, and steel companies as well as
public utilities and federal, state and local government agencies. For the years
ended  December 31, 1997,  1998 and 1999,  the following  table  summarizes  the
revenue earned on contracts with significant customers that aggregated more than
10 percent of the continuing operations revenues:

<TABLE>
<CAPTION>
<S>                                                <C>            <C>              <C>

                                                                  (In thousands)
                                                        1997            1998             1999
                                                        ----            ----             ----
Governmental infrastructure                        $     10,648   $        6,950   $         -0-
Phosphate mining                                         25,061           17,594          14,372
Commercial real estate developer                         12,070           10,039             -0-
                                                   ------------   --------------   -------------
Total from above customers                         $     47,779   $       34,583   $      14,372
                                                   ============   ==============   =============

Percentage of total revenue                               46.5%            46.7%           22.6%
                                                   ============   ==============   =============
</TABLE>

     For  the  year  ended  December  31,  1999,  69  percent  and  31  percent,
respectively,  of the  Company's  gross  revenue  were  derived from private and
governmental  customers,  respectively.  This  represents  a 1%  increase in the
amount of private sector revenue as compared to total revenue for the year ended
December 31, 1999. Government  contracts,  which represent a significant portion
of the Company's gross revenue, are subject to legislation  mandating a balanced
budget;  delays in funding;  lengthy  review  processes for awarding  contracts;
delay or termination  of contracts at the  convenience  of the  government;  and
termination,  reduction or  modification of contracts in the event of changes in
the  government's  policies or because of  budgetary  constraints.  Furthermore,
increased or  unexpected  costs could result in losses or reduced  profits under
fixed-price government as well as commercial contracts. The Company continues to
focus efforts on securing more private customers.

                                       6
<PAGE>
BACKLOG

     As of December 31, 1999, the Company had a backlog of uncompleted  projects
under contract aggregating  approximately $20,250,000 (compared to approximately
$33,237,000  as of December 31, 1998),  of which  approximately  $10,009,000  is
attributable  to  earthwork  and  utility  contracting  services,  approximately
$9,768,000 is attributable to demolition and dismantling services, approximately
$1,000 is  attributable to asbestos  abatement and other  services.  The Company
anticipates that it will recognize  approximately 99% of the revenues from these
projects by the end of 2000.


COMPETITION

     The Company  believes  that its ability to offer a broad range of specialty
contracting  services  provides  it  with  significant   competitive  advantage.
Nevertheless,  the Company faces substantial competition from national, regional
and local competitors,  many of which are well established and have much greater
marketing, financial, technological and other resources than the Company.

     The Company  believes the  principal  competitive  factors in the specialty
contracting  services industry are safety,  reputation,  technical  proficiency,
surety bonding capability, managerial experience, price, and breadth of services
offered.


INSURANCE COVERAGE

     The Company currently maintains  comprehensive general liability insurance,
with total coverage of $11,000,000 for any single occurrence and $13,000,000 for
aggregate claims relating to damage to persons or property. These policies cover
all   activities   of  the   Company  and  its   subsidiaries   except  for  its
asbestos-related activities and certain non-asbestos related liabilities such as
pollution  liability  damage  (sudden or  gradual)  caused by the  discharge  or
release  of  any  irritant  or  contaminant.   In  addition,   the  Company  has
comprehensive  general  liability  coverage  that  covers,  among other  things,
specific asbestos-related risks up to $1,000,000.


GOVERNMENT REGULATION

     The Company is subject to an extensive and  frequently  changing  statutory
and regulatory  framework of federal,  state, and local  environmental,  health,
safety,  and  transportation  authorities,  which framework imposes  significant
compliance  burdens and risks upon the  Company.  The Company  believes it is in
substantial  compliance  with  all  material  federal,  state,  and  local  laws
governing its material business operations. Nevertheless, amendments to existing
statutes  and  regulations,  adoption of new statutes  and  regulations  and the
Company's  expansion  into other  jurisdictions  and types of  operations  could
result  not  only in the  additional  risk  of  noncompliance,  but  also in the
increase in regulatory  burden that could cause  related  increases in costs and
expenses.

     The federal  regulations is of most  importance to the Company are governed
by the Occupational Safety and Health Administration  ("OSHA"),  the Mine Safety
and  Health  Administration  ("MSHA"),  and  the  Department  of  Transportation
("DOT").  We are  substantially in compliance with all regulations.  The Company
conducts  regular  training  programs and  inspections  on a regular  basis.  In
addition, our brokers and insurance carriers also conduct inspections.


PERMITS AND LICENSES

     Many states  license  such areas of the  Company's  operations  as asbestos
abatement  and  general   contracting.   Licensing  requires  that  workers  and
supervisors receive training from EPA approved and state certified organizations
and pass  required  tests.  The  Company is  currently  licensed  to perform its
services in  approximately a dozen states.  The Company also operates in certain
states  that do not have a special  asbestos  abatement  or general  contracting
license requirement;  however,  these states have adopted regulations  regarding
worker safety with which the Company must comply.

                                       7
<PAGE>
     The Company may need additional licenses to expand its operations. Although
there can be no assurance, based upon the level of training of its employees and
its  experience,  the  Company  currently  believes  that it can obtain all such
required licenses.

EMPLOYEES

     The Company has  approximately  384  employees,  of which 4 are employed in
executive  capacities,  30 in  professional  capacities,  10  in  administrative
capacities,  75 as field  supervisors and 265 in field  operations.  None of the
Company's  employees  are union  members  or covered  by  collective  bargaining
agreements.  The Company has not  experienced  any strikes or work stoppages and
considers its relationship with its employees to be satisfactory.

     The Company,  through its  subsidiaries,  has  implemented  employee safety
programs  that require each  employee to complete a general  training and safety
program.  Training  topics include  approved work  procedures and instruction on
personal safety and the use of protective equipment.  In addition, all employees
engaged  in  asbestos  abatement  activities  are  required  to attend a minimum
three-day to four-day  course  approved by the EPA and  Occupational  Safety and
Health Administration, and all supervisors of abatement projects are required to
attend a 40-hour safety course annually. Moreover, employees are issued detailed
training materials and are required to attend ongoing safety seminars.

     The  Company's  subsidiaries  also  conduct job safety  analysis in the job
bidding  stage.  Besides the  precautions  taken with respect to  projects,  the
Company takes  additional  measures to protect its asbestos and site remediation
workers,  including  providing  them with  additional  protective  equipment and
sponsoring periodic medical examinations.


Item 2.  Properties

     The  Company  owns its  principal  executive  offices  that are  located in
approximately 20,600 square feet of office space at 1501 and 1502 Second Avenue,
East,  Tampa,  Florida  33605.  The offices are subject to a mortgage,  securing
indebtedness evidenced by a promissory note with an outstanding principal amount
at December 31, 1999,  of  approximately  $1,765,000.  This  variable  rate note
matures on October 1, 2004 and  currently  bears  interest at the base rate plus
1/2%.

     The Company will place its new shop in service  during the first quarter of
2000. The shop is approximately  9,000 square feet and is located at 1617 Second
Avenue East, which is adjacent to the Company's principal executive offices. The
new shop  has  been  under  construction  for the  past  two  years at a cost of
approximately  $610,000 which is included in construction in progress. The total
capitalized  cost will be  transferred  to  buildings  when placed into  service
during the first quarter of 2000.

     The  Company's  subsidiary,  TransCor,  owns  vacant  property  outside  of
Nashville, Tennessee. The land is undeveloped and listed for sale.

     In August  1998,  the Company sold its solid waste  management  subsidiary,
Kimmins  Recycling Corp. and as part of the sale, the following  properties were
transferred to EESI: land and buildings in Clearwater  (Pinellas  County),  Fort
Myers (Lee  County),  Fort Pierce (St.  Lucie  County),  Miami (Dade County) and
Tampa (Hillsborough County).


Item 3.  Legal Proceedings

     The Company is involved in various legal actions and claims  arising in the
ordinary  course of its  business,  none of which is expected to have a material
adverse effect on the Company's financial position or results of operations.


                                       8
<PAGE>

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

     None.



                                       9
<PAGE>
                                     PART II

Item 5.  Market  for the  Registrant's  Common  Equity and  Related  Stockholder
Matters

     The Company's common stock is currently traded on the National  Association
of Securities Dealers,  Inc., (NASD)  Over-the-Counter (OTC) Bulletin Board. The
Company's  common stock was traded on the New York Stock  Exchange  (NYSE) under
the symbol "KVN" prior to March 1999.

     As a result of the Company no longer meeting the continued listing criteria
of the New York Stock Exchange ("NYSE"),  the Company was delisted from the NYSE
after the close of business on March 1, 1999.  On March 10, 1999,  the Company's
application for registration on the National  Association of Securities  Dealers
(NASD) Over the Counter  Bulletin  Board (OTCBB) was cleared.  On March 11, 1999
the Company began trading on the OTCBB under the symbol  "KVNM".  The OTCBB is a
regulated  quotation service that displays  real-time quotes,  last-sale prices,
and volume  information  in  over-the-counter  (OTC) equity  securities.  An OTC
equity  security  generally is any equity that is not listed or traded on Nasdaq
or a national securities exchange. OTCBB securities include national,  regional,
and foreign equity issues, warrants,  units, American Depository Receipts (ADRs)
and Direct  Participation  Programs (DPPs).  The OTCBB is a quotation medium for
subscribing  members,  not an issuer listing service, and should not be confused
with the Nasdaq  Stock  Market.  OTCBB  securities  are traded by a community of
Market Makers that enter quotes and trade reports through a highly sophisticated
closed computer  network,  which is accessed through Nasdaq  Workstation II. The
OTCBB is unlike the NYSE in that it:

     *    does not impose listing standards;

     *    does not provide automated trade executions

     *    does not maintain relationships with quoted issuers; and

     *    does not have the same obligations for Market Makers.

     The following table sets forth for the periods indicated high and low sales
prices of the Company's common stock as reported by the NYSE or the NASD OTCBB:

                     1998                 High           Low
                     ----                 ----           ---
               First Quarter         $    5.3750   $     4.1875
               Second Quarter        $    4.3750   $     3.0000
               Third Quarter         $    5.3125   $     3.0000
               Fourth Quarter        $    3.5000   $     2.0000

                     1999                 High           Low
                     ----                 ----           ---
               First Quarter         $    2.5625    $   0.3750
               Second Quarter        $    1.5000    $   0.3750
               Third Quarter         $    1.2188    $   0.4375
               Fourth Quarter        $    0.7188    $   0.2800

     The closing  stock price for the  Company's  stock on March 31,  2000,  was
$0.45. On March 31, 2000 there were  approximately  747 holders of record of the
common stock.  Certain record holders are brokers and other institutions holding
shares in "street name" for more than one beneficial owner.

Dividends

     The  payment by the Company of  dividends,  if any, in the future is within
the  discretion  of its Board of  Directors  and will depend upon the  Company's
earnings,  capital requirements (including working capital needs), and financial
condition,  as well as other relevant factors.  Certain  agreements  between the
Company  and its lending  institutions  prohibit  the  Company  from paying cash
dividends  without the lenders'  consent.  Other than a three and one-third cent
per share of a common stock cash dividend paid in July 1989, the Company has not
paid any cash dividends since its inception, and the Board of Directors does not
plan to declare or pay any cash dividends in the future.


                                       10
<PAGE>
Recent Sales of Unregistered Securities

     The  following  information  relates to equity  securities  of the  Company
issued or sold during the year ended December 31, 1999, that were not registered
under the Securities Act in 1993, as amended (the "Securities Act").

     The  Company  issued  no  securities  during  1999 that  were  exempt  from
registration under the Securities Act by virtue of Section 4(2) as a transaction
not involving a public offering.


Item 6.  Selected Financial Data

     The following  selected  financial  data are derived from the  consolidated
financial  statements  of Kimmins Corp.  The data should be read in  conjunction
with the consolidated  financial statements,  related notes, and other financial
information included herein.

<TABLE>
<CAPTION>
HISTORICAL OPERATING STATEMENT DATA:

                                                                     Years ended December 31,
                                                              (In thousands, except per share data)
                                                              -------------------------------------

<S>                                          <C>           <C>           <C>              <C>            <C>
                                                 1995          1996          1997             1998           1999
                                             -----------   -----------   ------------     ------------   ------------
Gross revenue                                $   78,978    $   78,552    $   102,717      $    74,051    $    63,450
Net revenue                                      63,058        63,288         80,932           59,302         56,241
Operating income (loss)                           3,201        (6,930)        (2,524)         (14,850)        (2,112)
Income (loss) from continuing operations            879        (7,231)        (5,611)         (15,088)        (3,340)
Income (loss)from discontinued operations           464        (1,452)        (2,907)          19,431            -0-
Net income (loss)                                 1,343        (8,683)        (8,518)           4,343         (3,340)

PER SHARE DATA :

Income (loss) from continuing operations
   per share:
     Basic                                   $      .20    $    (1.63)    $    (1.30)     $     (3.51)   $     (0.73)
     Diluted                                 $      .19    $    (1.63)    $    (1.30)     $     (3.51)   $     (0.73)
Income    (loss)   from
discontinued operations
   per share:
     Basic                                   $      .10    $     (.33)    $     (.67)     $      4.52    $       -0-
     Diluted                                 $      .10    $     (.33)    $     (.67)     $      4.52    $       -0-
Net income (loss) per share:
     Basic                                   $      .30    $    (1.96)    $    (1.97)     $      1.01    $     (0.73)
     Diluted                                 $      .29    $    (1.96)    $    (1.97)     $      1.01    $     (0.73)
Weighted        average
number of shares of
   common   stock  used
in the calculation:
     Basic                                        4,445         4,420          4,318            4,297          4,576
     Diluted                                      4,578         4,420          4,318            4,297          4,576
Dividends per share                                None          None           None             None           None
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
HISTORICAL BALANCE SHEET DATA:

                                                                           As of December 31,
                                                                           ------------------
                                                                             (In thousands)

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

                                                 1995          1996          1997             1998           1999
                                             -----------   -----------   ------------     ------------   ------------
Current assets                               $   44,202    $   41,381    $    38,322      $    47,205    $    27,655
Working capital (deficiency)                     22,477        16,898           (633)           6,053         (5,574)
Net assets of discontinued operations             6,691         6,073          7,091              -0-            -0-
Total assets                                     66,816        66,493        110,330          114,300         88,614
Long term debt                                   10,571        16,556         54,595           50,769         43,767
Stockholder's equity                             26,381        17,853          9,393           14,671          7,692

</TABLE>


                                       11
<PAGE>

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Introduction

     The Company  conducts its  business in one  segment:  specialty-contracting
services.  This segment provides  comprehensive services including earth moving,
land reclamation and site  preparation,  facilities  demolition and dismantling;
installation  of sewer  lines,  water lines and roads;  excavation,  removal and
disposal of contaminated soil, groundwater treatment and asbestos abatement.

Results of Operations

     The following table sets forth for the periods indicated (i) the percentage
of net revenue  represented by certain items in the financial  statements of the
Company,  and (ii) the percentage change in the dollar amount of such items from
period to period.

<TABLE>
<CAPTION>

                                            Percentage of Net Revenue           Percentage Increase (Decrease)
                                             Year Ended December 31,              Year ended December 31,
                                            -------------------------           ------------------------------

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

                                   1997           1998            1999         1998 vs. 1997    1999 vs. 1998
                                ----------     ----------     -------------    --------------   --------------

Gross revenues                     126.9%         124.9%            112.8%            (27.9%)          (14.3%)
Outside services                    26.9%          24.9%             12.8%            (32.3%)          (51.1%)
                                ----------     ----------     -------------    --------------   --------------
Net revenue                        100.0%         100.0%            100.0%            (26.7%)           (5.2%)
Cost of revenue earned              93.7%         113.1%             90.9%            (11.6%)          (23.8%)
                                ----------     ----------     -------------    --------------   --------------
Gross profit                         6.3%         (13.1%)             9.1%           (253.5%)          165.7%
Selling, general and
   administrative expense            9.4%          11.9%             12.8              (6.8%)            2.1%
                                ----------     ----------     -------------    --------------   --------------
Operating income (loss)             (3.1%)        (25.0%)            (3.7%)           488.4%            85.8%
Income from marketable
   securities                                                         4.4%
Minority interest in net
   (income) loss of subsidiary      (0.6%)          6.1%              0.2%
Interest expense, net                3.7%          10.9%              8.9%            114.4%           (22.9%)
                                ----------     ----------     -------------    --------------   --------------
Income (loss) before
   provision for income taxes
   (benefit)                        (6.2%)        (42.1%)            (8.4%)           398.2%            80.9%
Provision for income taxes
   (benefit)                         0.7%         (16.6%)            (2.5%)        (1,738.9%)           85.7%
                                ----------     ----------     -------------    --------------   --------------
Net income (loss) from
   continued operations             (6.9%)        (25.5%)            (5.9%)           168.9%            77.9%
Net income (loss) from
   discontinued operations          (3.6%)          32.8%             0.0%           (768.4%)         (100.0%)
                                ----------     ----------     -------------    --------------   --------------
Net income (loss)                  (10.5%)           7.3%            (5.9%)          (151.0%)         (176.9%)
                                ==========     ==========     =============    ==============   ==============

</TABLE>

Year Ended December 31, 1999, Compared to Year Ended December 31, 1998

CONTINUING OPERATIONS

     Net  revenue  for  the  year  ended   December  31,   1999,   decreased  by
approximately  $3,061,000 or 5 percent to $56,241,000  from  $59,302,000 for the
same period in 1998. The decrease is due primarily to decreases in the Company's
mining  services  ($3,697,000  decrease  in net  revenue),  demolition  services
($334,000  decrease in net revenue) and to decreases in other services ($185,000
decrease in net revenue).  These  decreases were somewhat offset by increases in
the Company's utility contracting services ($1,155,000 increase in net revenue).


                                       12
<PAGE>

     The Company continues to focus on securing more private  customers.  During
the year ended  December 31, 1999,  the Company's  percentage of gross  revenues
from private customers increased from 68 percent to 69 percent.  The increase in
private  work is  mainly  attributable  to  earthwork  projects  including  land
reclamation and site  preparation.  The decrease in the percentage of government
work from 32% to 31% for the year ended December 31, 1999 is mainly attributable
to  fewer  road   construction   projects   with  the  Florida   Department   of
Transportation and local municipalities.

     Outside services,  which largely represent  subcontractor costs, decreased,
as a percentage  of net revenue to  approximately  13 percent for the year ended
December 31, 1999 from approximately 25 percent for the same period in 1998. The
Company will use the services of a  subcontractor  when it determines that it is
more  economical to do so than  internally  providing the services.  The Company
utilized the services of subcontractors to a lesser extent during 1999 than 1998
due to the specific  contracts in progress and the associated work requirements,
especially  due to the  increase  in land  reclamation  work where  little or no
subcontracting  is utilized  and the  decrease in road  construction  work which
requires significant use of subcontractors.

     Cost of revenue  earned as a  percentage  of net revenue for the year ended
December  31, 1999  decreased to 91 percent from 113 percent for the same period
in 1998. As a result,  the gross profit for the year ended December 31, 1999 was
approximately  $5,110,000  (9 percent of net revenue)  compared to  ($7,777,000)
(negative 13 percent of net revenue) gross loss for the same period in 1998. The
increase in the dollar  amount  $12,887,000  and  percentage of gross margin (22
percent) is primarily associated with the Company's utility contracting services
($7,038,000  increase in gross profit), and mining services ($2,458,000 increase
in gross profit),  demolition services ($1,224,000 increase in gross profit) and
other services ($2,167,000 increase in gross profit).

     Depreciation and amortization decreased to approximately $9,197,000 in 1999
from  approximately  $9,871,000 in 1998. The decrease  relates  primarily to the
sale of some underutilized  heavy construction  equipment which was sold in late
1998 and 1999.

     Included in the Company's  operating  results for the years ended  December
31, 1998 and 1999 is the activity related to the settlement and/or resolution of
contract claims and unapproved change orders. This activity can be summarized as
follows:

                                       Years ended December 31,
                                   -------------------------------
                                       1998              1999
                                   --------------   --------------
Claim recoveries                   $   1,058,000    $   1,400,000

Cost of recoveries                     2,311,000        1,013,000
                                   --------------   --------------

Excess of recovery over cost      $   (1,253,000)   $     387,000
                                   ==============   ==============

     In addition,  the Company incurred costs associated with unresolved  claims
of approximately  $500,000 and $763,000 during 1998 and 1999  respectively.  The
Company also recorded a reserve of approximately $387,000 during 1999.

                                       13
<PAGE>

     The Company had the following balances recorded relating to contract claims
and unsigned change orders at December 31, 1998 and 1999.

                                       Years ended December 31,
                                   -------------------------------
                                       1998              1999
                                   --------------   --------------
Claims                             $   9,678,000    $   9,337,000
Unapproved change orders                     -0-              -0-
                                   --------------   --------------
                                   $   9,678,000    $   9,337,000
                                   ==============   ==============
Cumulative external claim
   Preparation  costs included     $         -0-    $         -0-
   above
                                   ==============   ==============

     During  the  year  ended   December   31,   1999,   selling,   general  and
administrative expenses increased to approximately $7,221,000 (13 percent of net
revenue)  from  $7,072,000  (12 percent of net  revenue)  for the same period in
1998. The dollar  decrease and percentage  increase is  attributable  to reduced
revenues.

     Interest  expense,  net of interest  income for the year ended December 31,
1999 was  approximately  $5,000,000 as compared to approximately  $6,489,000 for
the year ended December 31, 1998.  The average amount of debt decreased  between
periods, since debt payments during the year exceeded borrowings by $8,679,000.

     The Company's  income tax benefit for continuing  operations was calculated
using a rate of  approximately  30 percent for the year ended December 31, 1999.
The Company's  income tax provision for  continuing  operations  was  calculated
using a rate of approximately 40 percent for the year ended December 31, 1998.

     As a result of the foregoing,  the Company  recorded a loss from continuing
operations  of  approximately  $2,993,000  and  $15,088,000  for the years ended
December 31, 1999 and 1998 respectively.


Year Ended December 31, 1998, Compared to Year Ended December 31, 1997

CONTINUING OPERATIONS

     Net revenue for the year ended December 31, 1998,  decreased by $21,630,000
or 27 percent to $59,302,000  from  $80,932,000 for the same period in 1997. The
decrease is due  primarily  to decreases in the  Company's  utility  contracting
services  ($11,217,000  decrease  in net  revenue,  caused  by  weather  related
delays),  demolition  services  ($3,455,000  decrease  in  net  revenue)  and to
decreases in remediation services ($6,092,000 decrease in net revenue, caused by
the  closing  of its New York  Operations).  In  addition,  abatement  and other
services decreased net revenues by $866,000.

     The Company continues to focus on securing more private  customers.  During
the year ended  December 31, 1998,  the Company's  percentage of gross  revenues
from private customers increased from 56 percent to 68 percent.  The increase in
private  work is  mainly  attributable  to  earthwork  projects  including  land
reclamation and site  preparation.  The decrease in the percentage of government
work from 44% to 31% for the year ended December 31, 1998 is mainly attributable
to  fewer  road   construction   projects   with  the  Florida   Department   of
Transportation and local municipalities.

     Outside services,  which largely represent  subcontractor costs, decreased,
as a  percentage  of net revenue to 25 percent for the year ended  December  31,
1998 from 27  percent  for the same  period in 1997.  The  Company  will use the
services of a subcontractor  when it determines that it is more economical to do
so than internally providing the services.  The Company utilized the services of
subcontractors  to a lesser  extent  during  1998 than 1997 due to the  specific
contracts in progress and the associated  work  requirements,  especially due to
the  increase in land  reclamation  work where  little or no  subcontracting  is
utilized and the decrease in road construction  work which requires  significant
use of subcontractors.

     Cost of revenue  earned as a  percentage  of net revenue for the year ended
December  31, 1998  increased to 113 percent from 94 percent for the same period
in 1997.  As a result,  the gross loss for the year ended  December 31, 1998 was
$7,777,000  (negative  13 percent of net  revenue)  compared  to  $5,067,000  (6
percent of net revenue)  gross profit for the same period in 1997.  The decrease
in the dollar amount  ($12,844,000) and percentage of gross margin (negative 253
percent) is primarily  associated with cost overruns  (caused by weather related
delays) in the Company's utility contracting services  ($11,465,000  decrease in
gross profit),  and demolition services  ($1,774,000  decrease in gross profit).
These  decreases  are  partially  offset by increases in  remediation,  asbestos
abatement and other services  ($395,000  decrease in gross loss) attributable to
the Company's closure of the northeastern operations.


                                       14
<PAGE>
     Depreciation and  amortization,  included in cost of revenue,  increased to
approximately  $9,871,000 in 1998 from  approximately  $4,722,000  in 1997.  The
increase  relates  primarily to  depreciation  expense,  and  resulted  from the
purchase during the fourth quarter of 1997 of approximately $28,000,000 of heavy
construction equipment that had previously been leased under operating leases.

     Included in the Company's  operating  results for the years ended  December
31, 1997 and 1998 is the activity related to the settlement and/or resolution of
contract claims and unapproved change orders. This activity can be summarized as
follows:


                                       Years ended December 31,
                                   -------------------------------
                                        1997              1998
                                   --------------   --------------
Claim recoveries                   $     431,000    $   1,058,000

Cost of recoveries                     1,278,000        2,311,000
                                   --------------   --------------

Gain (loss) on resolved claims     $    (847,000)   $  (1,253,000)
                                   ==============   ==============

     In addition,  the Company incurred costs associated with unresolved  claims
of $3,216,000 and $500,000 during 1997 and 1998  respectively.  The Company also
recorded a reserve of $500,000 during 1998.

     The Company had the following balances recorded relating to contract claims
and unsigned change orders at December 31, 1997 and 1998.

                                       Years ended December 31,
                                   -------------------------------
                                        1997              1998
                                   --------------   --------------
Claims                             $  11,989,000    $   9,678,000
Unapproved change orders                     -0-              -0-
                                   ==============   ==============
                                   $  11,989,000    $   9,678,000
                                   ==============   ==============
Cumulative external claim
   Preparation  costs included
   above                           $         -0-    $         -0-
                                   ==============   ==============


     During  the  year  ended   December   31,   1998,   selling,   general  and
administrative expenses decreased to $7,072,000 (12 percent of net revenue) from
$7,591,000  (9 percent of net revenue)  for the same period in 1997.  The dollar
decrease and percentage increase is attributable to reduced revenues.

     Interest  expense,  net of interest  income for the year ended December 31,
1998 was  approximately  $6,489,000 as compared to approximately  $3,027,000 for
the year ended December 31, 1997.  The average amount of debt increased  between
periods,  mainly due to  approximately  $28,000,000 in equipment  notes executed
during the fourth quarter of 1997.

     The Company's  income tax benefit for continuing  operations was calculated
using a rate of  approximately  40 percent for the year ended December 31, 1998.
The Company's  income tax provision for  continuing  operations  was  calculated
using a rate of  approximately  negative 12 percent for the year ended  December
31, 1997.

     As a result of the foregoing,  the Company  recorded a loss from continuing
operations  of  approximately  $15,088,000  and  $5,611,000  for the years ended
December 31, 1998 and 1997 respectively.


DISCONTINUED OPERATIONS

     Discontinued  operations from solid waste management services experienced a
34 percent decrease in revenue of $11,068,000 to  approximately  $21,526,000 for
the year ended December 31, 1998, compared to approximately $32,594,000 in 1997.
The  decrease  was  primarily  the  result of the  August,  1998 sale of Kimmins
Recycling Corp. to EESI and other sales of operating assets,  including customer
contracts.

                                       15
<PAGE>

     Operating expenses, including depreciation, for the year ended December 31,
1998 were approximately  $18,176,000 representing a decrease of $9,593,000 or 35
percent,  from  approximately  $27,769,000 for the year ended December 31, 1997.
This decrease in the percentage of operating expenses was attributable primarily
to the August, 1998 sale of Kimmins Recycling Corp.

     Selling, general and administrative expenses, including management fees for
the year ended December 31, 1998 were  approximately  $4,002,000  representing a
decrease of $4,091,000 or 51 percent, from approximately $8,093,000 for the same
period in 1997.  The dollar and  percentage  decrease  in  selling,  general and
administrative  expenses is primarily  attributable  to reduced  overhead costs,
such as  administrative,  sales,  marketing and labor costs that are  associated
with facilities that have been closed or sold and from  management's  actions to
reduce overhead costs.

     The Company  incurred  losses  from  discontinued  solid  waste  management
services  operations of  approximately  $180,000 for the year ended December 31,
1998  representing  a decrease of  $2,762,000  or 94 percent from  approximately
$2,942,000  for the year ended  December  31,  1997.  The dollar and  percentage
decrease in losses is primarily  attributable to reduced  overhead costs such as
administrative,  sales,  marketing  and  labor  costs  as a result  of  facility
closures and management's actions to reduce overhead costs.

     In May 1998, the Company sold its Jacksonville  area solid waste collection
and recycling  operating  assets and certain assets of the Miami  front-end load
and rear-load  commercial waste and recycling business to EESI for approximately
$11,600,000  in cash.  This  transaction  combined  with the  Company's  sale of
certain other  vehicles,  waste  containers and equipment  resulted in a gain of
approximately $5,263,000.  These assets were primarily utilized in the Company's
commercial and residential waste collection  services.  This gain is included in
gain on sale of discontinued operations for the year ended December 31, 1998.

     The Company's  sale of Kimmins  Recycling  Corp. to EESI for  approximately
$57,800,000  resulted in a gain,  when  combined  with the gain in the preceding
paragraph, of $19,611,000 net of taxes of $11,861,000.

     The Company reported income from  discontinued  operations of approximately
$19,431,000  for the  year  ended  December  31,  1998  compared  with a loss of
approximately $2,907,000 for the same period during 1997. The increase in income
from discontinued  operations is mainly  attributable to the gain on the sale of
Kimmins Recycling Corp. in August 1998.


Liquidity and Capital Resources

     Cash  provided  by  (used  in)  operating   activities  was   approximately
($2,452,000),  ($20,333,000)  and  $5,426,000  for the years ended  December 31,
1997,  1998 and 1999.  Cash  provided by  operations  in 1999 was  primarily the
result of a significant decrease in accounts receivable.

     During  1999,  the Company  generated  cash from  investing  activities  of
approximately $3,065,000.  This amount was primarily the result of cash proceeds
from the sale of property and equipment used by specialty contracting operations
of approximately $5,888,000 as well as the net proceeds from the sale of options
and  marketable  securities  of $1,996,000  and  $1,411,000,  respectively.  The
proceeds were partially offset by capital expenditures of $5,029,000.

     Effective May 31, 1998,  certain  assets,  businesses  and contracts of the
waste management  segment,  with a net book value of  approximately  $6,100,000,
were sold for cash of approximately $11,600,000.  Cash from this transaction was
used to pay  approximately  $3,800,000  of  TransCor  debt  and  $1,300,000  was
advanced to Kimmins.  The remaining  cash is  unrestricted  and available to the
Company for use in operations.

     The August 31, 1998 sale of the common stock of the solid waste  management
services operations to EESI for approximately $57,800,000, combined with the May
31, 1998 asset sale of $11,600,000  resulted in cash proceeds of $26,869,000 net
of debt  payoffs  of  $18,507,000,  funding  of working  capital  adjustment  of
$6,669,000 and closing costs of $351,000 and stock in EESI of $17,000,000.

     The  Company  made  capital   expenditures  of  approximately   $8,341,000,
$6,459,000  and  $5,029,000  in  1997,  1998,  and  1999,  respectively.   These
expenditures  in 1999 were  primarily  related to the  acquisition  of equipment
associated with the Company's  utility  contracting  operations.  In addition to
cash expenditures for equipment, the Company acquired approximately  $39,000,000
of heavy  construction  equipment  during the first and fourth  quarters of 1997
that, as further discussed below, were previously leased under operating leases.
Since  the  equipment  was  financed  by  the  former   lessor,   the  equipment
acquisitions   were  accounted  for  as  a  non-cash   financing  and  investing
activities.  Management believes future capital expenditures will be financed by
available  cash  resources,  cash  flow from  operations  and  available  credit
resources, as needed.

                                       16
<PAGE>
     During 1999, the Company used cash in financing activities of approximately
$10,156,000.  The 1999  borrowings  and the related debt payments  resulted in a
decrease in the total  indebtedness of the Company to approximately  $60,567,000
at December 31, 1999 (approximately  $69,849,000 at December 31, 1998).  Current
maturities of total indebtedness amount to approximately $16,800,000 at December
31, 1999 (approximately $18,270,000 at December 31, 1998). 1999 payments on long
term  debt of  approximately  $18,334,000  included  payoff  of the ESOP note of
approximately  $809,000.  These payments were partially offset by new borrowings
of approximately $8,224,000.

     The Company is  currently  in default on the bank line of credit  since the
Company  did not  have  sufficient  excess  cash to make the  payments  required
December  31,  1999,  February  15,  2000 and March 31,  2000.  The  Company  is
currently in negotiations  with the financial  institution to restructure  these
debt payments.

     The Company was subject to a variety of restrictive covenants under various
debt  agreements  with one of its  institutional  lenders.  In 1998 the  Company
failed to meet the  consolidated  net  income  requirement  under  approximately
$4,235,000 of its bank debt and  approximately  $54,000,000  of other  financial
institution  debt.  As of December 31, 1998,  the Company  obtained  waivers for
these covenants.  The Company's  current debt agreement with this  institutional
lender no longer includes debt covenants.

     As a result of the Company no longer meeting the continued listing criteria
of the New York Stock Exchange ("NYSE"),  the Company was delisted from the NYSE
after the close of business on March 1, 1999.  On March 10, 1999,  the Company's
application for registration on the National  Association of Securities  Dealers
(NASD) Over the County Bulletin Board (OTCBB) was cleared. On March 11, 1999 the
Company began trading on the OTCBB under the symbol "KVNM".

     During the years ended  December 31, 1998 and 1999,  the Company's  average
contract  and  trade   receivables   were  outstanding  for  122  and  92  days,
respectively.  This  significant  improvement  is  primarily  the  result of the
Company's 1999 mix of business as well as the concentrated  effort by the senior
management team to accelerate cash  collections.  The Company  continues to seek
more private  customers who generally pay more quickly than municipal  entities.
The Company  anticipates  sustaining the current rate of collection for the year
ended December 31, 2000. Management believes that the number of days outstanding
for  its  receivables   approximates  industry  norms.  Part  of  the  Company's
contracting  operations  is  subcontracted,  and any  delay  in  collections  of
receivables  relating to primary  contracts will generally  result in a delay of
payment to subcontractors.

     In addition to the sales  above,  the Company has  discontinued  the use of
certain assets with a net book value of approximately  $1,083,000 and has placed
them for sale. Of these assets,  approximately  $1,800,000  net of $1,127,500 of
deposits  received  relates  to  assets  from the  discontinuance  of a  certain
remediation business in the specialty-contracting segment. The remaining balance
of approximately $411,000 represents the net book value of land for sale located
in Nashville, Tennessee.

     As a result of  significant  write-downs  of marketable  securities to fair
market value during 1999, the Company has negative working capital of $5,573,639
as of  December  31,  1999.  Management  of the  Company  anticipates  that  its
projected operations,  coupled with the cash and marketable securities resulting
from  the  aforementioned  sale  of  the  solid  waste  business,  will  provide
sufficient  levels of cash to fulfill its current and future  obligations in the
normal course of business.

     The Company had a note  receivable in an original amount of $3,638,696 from
the Apartments,  of which Mr. Francis M. Williams is the sole shareholder of the
corporate  general  partner and the sole limited  partner.  The note  receivable
accrued  interest  at prime  plus  1.375  percent,  increasing  to prime  plus 2
percent,  with principal and interest  payable in monthly  installments  through
December 31,  1998,  and was  guaranteed  by Mr.  Williams.  The Company did not
receive any interest or  principal  payments  during 1997  relating to this note
receivable,  and the Company has not recognized  interest income since 1996. The
amount  due  from  the  Apartments  at  December  31,  1996,  was  approximately
$3,851,000.  On October 22, 1997, the Company contributed its note receivable in
an amount of approximately  $3,851,000 from the Apartments and other receivables
of $3,059,000 for a non-controlling  49 percent  preferred  limited  partnership
interest in the Apartments and a receivable of $900,000 from the Apartments. The
amount of  $12,066,000  in excess of the  underlying  equity was  attributed  to


                                       17
<PAGE>
goodwill and is being amortized over thirty years. The Company will be allocated
49 percent of operating  income,  losses and cash flow.  The  preference  in the
Company's  equity  interest  in the  Apartments  occurs  upon  the  sale  of the
underlying partnership properties. Upon the occurrence of a capital transaction,
the  Company  would  receive  cash  flows  from the sale or  refinancing  of the
Apartments' assets equal to its capital  contribution prior to any other partner
receiving  any  proceeds.  The  Company  accounts  for  its  investment  in  the
Apartments using the equity method.

     The Company's  current bonding coverage for  non-environmental  projects is
$60,000,000  for an  individual  project  and  $120,000,000  in  the  aggregate.
Historically,  the  Company  has  obtained  bonding  coverage  in  amounts up to
$8,500,000 for  environmental  projects and  $53,000,000  for  non-environmental
projects.  However,  bonding  coverage is not  guaranteed  on projects up to the
above  limits  because  each  project has its own  distinct  and  separate  bond
requirements,  and it is customary  for surety  bonding  companies to underwrite
each surety obligation individually.  Management believes that bonding coverages
are adequate for the size and scope of projects being performed.


New Accounting Pronouncements

     In June 1998, the Financial Accounting Standards Board issued Statement No.
133, Accounting for Derivative Instruments and Hedging Activities. The Financial
Accounting   Standards  Board  has  issued  Statement  No.  137  Accounting  for
Derivative  Instruments and Hedging  Activities - Deferral of the effective date
of SFAS No. 133, which delays the implementation  date of SFAS 133 for one year,
to fiscal  years  beginning  after June 15,  2000.  The  Statement  requires the
companies  to  recognize  all  derivatives  on the balance  sheet at fair value.
Derivatives  that are not hedges must be adjusted to fair value through  income.
If the derivative is a hedge,  depending on the nature of the hedge,  changes in
the fair value of derivatives are either offset against the change in fair value
of assets,  liabilities or firm  commitments  through  earnings or recognized in
other comprehensive income until the hedged item is recognized in earnings.  The
ineffective  portion of a derivative's  change in fair value will be immediately
recognized  in earnings.  Because of the Company's  minimal use of  derivatives,
management  does  not  anticipate  the  adoption  of  the  statement  to  have a
significant effect on earnings or the financial position of the Company.

     Given the  complexity  of the new  Standard  and that the impact  hinges on
market values at the date of adoption, it is extremely difficult to estimate the
impact of adoption unless adoption is imminent.


Impact of Year 2000

     Some of the Company's older computer programs were written using two digits
rather  than four  digits to define  the  applicable  year.  As a result,  those
computer programs have time-sensitive  software that recognize a date using "00"
as the year 1900 rather than the year 2000. This could cause a system failure or
miscalculations  causing  disruptions  of  operations,  including,  among  other
things, a temporary inability to process transactions,  send invoices, or engage
in similar normal business activities.

                                       18
<PAGE>

     The Company  completed an assessment and had to modify or replace  portions
of its software so that its computer systems will function properly with respect
to dates in the  year  2000 and  thereafter.  The  total  cost of the Year  2000
project was approximately $15,000.

     The  majority of software  used by the  Company is  licensed  from  various
software  providers  who  updated  their  programs  to be Year  2000  compliant.
In-house  developed  programs  comprise a small  portion  of the total  software
utilized,  and the  majority  of these  programs  are  believed  to be Year 2000
compliant.

     The  project  was  completed  in  September  1999,  which  was prior to any
anticipated  impact on the Company's  operating  system.  The Company  initiated
formal  communications with all of its significant suppliers and large customers
to determine the extent to which the Company's  interface systems are vulnerable
to those third parties' failure to remediate their own Year 2000 Issues.

     There were no material  system  failures  or  disruption  to the  Company's
transaction processing as a result of the Year 2000 conversion.  The Company has
also  experienced no business  interruptions  as a result of our large suppliers
and customers Year 2000 conversions.


Forward-Looking Information

     The  foregoing  discussion  in  "Management's  Discussion  and  Analysis of
Financial  Condition  and  Results  of  Operations"   contains   forward-looking
statements that reflect management's current views with respect to future events
and financial performance. Such statements involve risks and uncertainties,  and
there are certain  important  factors that could cause actual  results to differ
materially  from those  anticipated.  Some of the  important  factors that could
cause actual results to differ  materially from those anticipated  include,  but
are not limited to, economic conditions,  competitive factors, changes in market
prices of the Company's  investments and other  uncertainties,  all of which are
difficult  to predict and many of which are beyond the  control of the  Company.
Due to such  uncertainties  and risk,  readers are  cautioned not to place undue
reliance  on such  forward-looking  statements,  which speak only as of the date
hereof.


Effect of Inflation

     Inflation has not had, and is not expected to have, a material  impact upon
the Company's  operations.  If inflation increases,  the Company will attempt to
increase its prices to offset its increased expenses. No assurance can be given,
however,  that the Company  will be able to  adequately  increase  its prices in
response to inflation.


Item 7A. Quantitative and Qualitative Disclosures about Market Risk

     During  1998,  the  Company  did not  enter  into  any  transactions  using
derivative  financial  instruments or derivative  commodity  instruments.  As of
December 31, 1999,  the Company has debt of  approximately  $60,504,000 of which
$58,740,000  has a fixed  interest  rate.  The remaining  debt of $1,764,000 has
variable interest rates.  However,  an increase in the rates of 1% would have an
effect of only $18,000,  exclusive of the effect of income  taxes.  Accordingly,
the Company believes its exposure to market risk is not material. As of December
31, 1999,  the Company held for other than trading  purposes  marketable  equity
securities  of  publicly  traded  companies  having  a  value  of  approximately
$11,521,000 ($6,114,000 related to Waste Management, Inc.). These securities are
subject to price risk.

     Beginning in January 1999,  the Company began  trading  covered  options on
Waste Management, Inc. common stock. As of December 31, 1999, the Company had no
funds invested in covered options. These securities are subject to price risk.



                                       19
<PAGE>

Item 8. Financial Statements and Supplementary Data


                                  KIMMINS CORP.
                        INDEX TO FINANCIAL STATEMENTS AND
                          FINANCIAL STATEMENT SCHEDULE

                                                                         Page

Report of Independent Certified Public Accountants.........................21

Consolidated balance sheets at December 31, 1998 and 1999..................23

Consolidated statements of operations for each of the three years
   in the period ended December 31, 1999...................................25

Consolidated statements of comprehensive income for each
   of the years in the period ended December 31, 1999......................27

Consolidated statements of stockholders' equity for each of the
   three years in the period ended December 31, 1999.......................28

Consolidated statements of cash flows for each of the three years
   in the period ended December 31, 1999...................................29

Notes to consolidated financial statements.................................30


Financial statement schedule:

Schedule II - Valuation and qualifying accounts............................51


     All other  schedules  are omitted  since the  required  information  is not
present in amounts  sufficient to require  submission of the schedule or because
the  information  required  is included in the  financial  statements  and notes
thereto.

                                       20
<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The Board of Directors and Stockholders
Kimmins Corp.


     We have  audited the  accompanying  consolidated  balance  sheet of Kimmins
Corp.  as of December  31,  1999,  and the  related  consolidated  statement  of
operations,  comprehensive  income,  stockholders' equity and cash flows for the
year then ended. Our audit also included the financial statement schedule listed
in the index at Item 14(a).  These  financial  statements  and  schedule are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements and the schedule based on our audit.

     We conducted  our audit in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our 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 consolidated financial position of
Kimmins  Corp.  at  December  31,  1999,  and the  consolidated  results  of its
operations  and its cash  flows  for the year then  ended  in  conformity  with
generally  accepted  accounting  principles.  Also, in our opinion,  the related
financial statement schedule, when considered in relation to the basic financial
statements  taken as a whole,  presents  fairly  in all  material  respects  the
information set forth therein.




                                       /s/ GIUNTA, FERLITA & WALSH, P.A.




Tampa, Florida
March 31, 2000


                                       21
<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




The Board of Directors and Stockholders
Kimmins Corp.


     We have  audited the  accompanying  consolidated  balance  sheet of Kimmins
Corp.  as of December  31,  1998,  and the  related  consolidated  statement  of
operations,  comprehensive income,  stockholders' equity and cash flows for each
of the two years in the period ended  December 31, 1998. Our audit also included
the  financial  statement  schedule  listed  in the index at Item  14(a).  These
financial  statements  and  schedule  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and the schedule based on our audits.

     We conducted  our audit in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our 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 consolidated financial position of
Kimmins  Corp.  at  December  31,  1998,  and the  consolidated  results  of its
operations  and its cash  flows  for each of the two years in the  period  ended
December 31, 1998, in conformity with accounting  principles  generally accepted
in the United  States.  Also, in our opinion,  the related  financial  statement
schedule, when considered in relation to the basic financial statements taken as
a whole,  presents  fairly in all material  respects the  information  set forth
therein.




                                       /s/ Ernst & Young LLP




Tampa, Florida
April 7, 1999

                                       22
<PAGE>


                                                   KIMMINS CORP.

                                            CONSOLIDATED BALANCE SHEETS

                                                      ASSETS
<TABLE>
<CAPTION>
                                                                       December 31,
                                                            ----------------------------------
                                                                   1998              1999
                                                            ----------------  ----------------
<S>                                                         <C>               <C>
Current assets:
   Cash and cash equivalents, including restricted cash of  $     1,859,275   $        194,202
     $1,154,399 in 1999
   Marketable securities                                         22,022,296         11,520,739
   Accounts receivable, net
     Contract and trade                                          17,550,528         12,680,628
     Affiliates                                                     282,903             63,702
   Costs and estimated earnings in excess of billings on
     uncompleted contracts                                        1,743,644            148,782
   Deferred income tax, net                                       1,437,707          1,814,725
   Property and equipment held for sale                           2,083,083          1,083,182
   Other current assets                                             225,677            148,906
                                                            ----------------  ----------------

     Total current assets                                   $    47,205,113   $     27,654,866
                                                            ----------------  ----------------

Property and equipment, net                                      45,646,719         37,247,209
Non-current portion of costs and estimated earnings in
   excess of billings on uncompleted contracts                    8,804,728          8,088,928
Non-current portion of accounts receivable, net contract
   and trade                                                        874,048            794,495
Deferred income tax, non-current                                        -0-          2,624,170
Accounts receivable - affiliate                                     900,000            900,000
Note receivable - affiliate                                       1,010,764          1,110,764
Investment in the Apartments                                      5,231,080          4,440,840
Investment in Cumberland Technologies, Inc.                       4,628,019          4,881,069
                                                            ----------------  ----------------
Total assets                                                $   114,300,471   $     87,742,341
                                                            ================  ================
</TABLE>


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



                                       23
<PAGE>
                                                   KIMMINS CORP.

                                            CONSOLIDATED BALANCE SHEETS

                                       LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                             December 31,
                                                                 -----------------------------------
                                                                       1998              1999
                                                                 ----------------  -----------------
<S>                                                              <C>               <C>
Current liabilities:
Accounts payable - trade                                         $    11,799,293   $      8,338,812
Income tax payable                                                       489,353            247,829
Accrued expenses                                                       6,080,388          5,496,312
Billings in excess of costs and estimated earnings on
   uncompleted contracts                                               4,152,522          2,345,977
Current portion of long-term debt                                     18,270,156         16,799,575
Current portion of Employee Stock Ownership Plan
   Trust debt                                                            360,000                -0-
                                                                 ----------------  -----------------
      Total current liabilities                                       41,151,712         33,228,505
                                                                 ----------------  -----------------

Long term debt                                                        50,768,960         43,767,033
Capital lease obligations                                              1,242,101            413,719
Employee Stock Ownership Plan Trust debt                                 449,498                -0-
Deferred income taxes                                                  1,812,182                -0-
Minority interest in subsidiary                                        4,204,938          1,641,517
Related party debt to be converted to common stock                           -0-          1,000,000

Stockholders' equity:
   Common stock, $.001 par value;  32,500,000 shares
     authorized;  4,447,397 and 5,072,397 shares issued;
     4,288,956 and 4,872,135 shares outstanding as
     of December 31, 1998 and 1999, respectively                           4,447              5,072
   Class B common stock, $.001 par value; 10,000,000
      shares authorized, 2,291,569 shares issued and 2,291,569
      and 1,666,569 outstanding as of December 31, 1998 and
      1999, respectively                                                   2,292              1,667
   Capital in excess of par value                                     19,114,603         20,607,687
   Unrealized gain (loss) on securities (net of tax)                     101,064         (5,825,934)
   Retained earnings (deficit)                                        (2,947,063)        (6,287,140)
   Unearned employee compensation from Employee Stock
      Ownership Plan Trust                                              (840,000)               -0-
                                                                 ----------------  -----------------
                                                                      15,435,343          8,501,352

Less treasury stock, at cost (158,441 shares and 200,262
shares)                                                                (764,263)          (809,785)
                                                                 ----------------  -----------------
Total stockholders' equity                                            14,671,080          7,691,567
                                                                 ----------------  -----------------
Total liabilities and stockholders' equity                       $   114,300,471   $     87,742,341
                                                                 ================  =================
</TABLE>

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



                                       24
<PAGE>

                                                   KIMMINS CORP.

                                       CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                  Years ended December 31,
                                                                  ------------------------
                                                           1997             1998               1999
                                                    ----------------  ----------------  ----------------
<S>                                                 <C>               <C>               <C>

Revenue:
   Gross revenue                                    $   102,717,119   $    74,051,465   $    63,450,166
   Outside services, at cost                            (21,785,161)      (14,749,222)       (7,209,407)
                                                    ----------------  ----------------  ----------------
   Net revenue                                           80,931,958        59,302,243        56,240,759

Costs and expenses:
   Cost of revenue earned                                75,864,915        67,079,477        51,131,206
                                                    ----------------  ----------------  ----------------
Gross profit (loss)                                       5,067,043        (7,777,234)        5,109,553

   Selling, general and administrative expenses           7,591,346         7,072,487         7,221,221
                                                    ----------------  ----------------  ----------------

Operating loss                                           (2,524,303)      (14,849,721)       (2,111,668)

Minority interest in net operations of subsidiary           541,904        (3,615,248)         (131,369)

Income from marketable securities, including
$51,279 of dividends                                            -0-               -0-         2,495,029

Interest expense (net of interest income of
   approximately $169,000, $427,000, and $182,000
   for the years ended December 31, 1997, 1998,
   and 1999)                                              3,027,090         6,489,329         5,000,457
                                                    ----------------  ----------------  ----------------

Loss before provision for income taxes (benefit)         (5,009,489)      (24,954,298)       (4,748,465)

Provision for income taxes (benefit)
   Current                                                  601,517       (11,232,732)              -0-
   Deferred                                                     -0-         1,366,733        (1,408,389)
                                                    ----------------  ----------------  ----------------
                                                            601,517        (9,865,999)       (1,408,389)
                                                    ----------------  ----------------  ----------------

Loss from continuing operations                          (5,611,006)      (15,088,299)       (3,340,076)

Discontinued operations:
   Loss from discontinued solid waste division
       operations- net of tax benefits of
       $1,770,226 in 1997, and $81,593 in 1998           (2,907,234)         (180,043)              -0-
Gain on sale of discontinued solid waste division
   net of tax of $11,860,848                                    -0-        19,611,352               -0-
                                                    ----------------  ----------------  ----------------
Income (loss) from discontinued operations               (2,907,234)       19,431,309               -0-
                                                    ----------------  ----------------  ----------------
Net income (loss)                                   $    (8,518,240)  $     4,343,010   $    (3,340,076)
                                                    ================  ================  ================
</TABLE>

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

                                       25
<PAGE>

<TABLE>
<CAPTION>

                                                                  Year Ended December 31,
                                                                  -----------------------
                                                           1997             1998            1999
                                                    ----------------  ----------------  ----------------
<S>                                                 <C>               <C>               <C>
Share data:
   Basic and diluted income (loss) per              $         (1.30)  $         (3.51)  $         (0.73)
   share from  continuing operations                ================  ================  ================

   Basic and diluted income (loss) per              $          (.67)  $          4.52   $          0.00
   share from discontinued operations               ================  ================  ================

   Total basic and diluted income (loss)            $         (1.97)  $          1.01   $         (0.73)
   per share                                        ================  ================  ================
Weighted average number of shares outstanding
   used in computations:
   Basic and diluted                                      4,318,481         4,296,969         4,575,545
                                                    ================  ================  ================
</TABLE>

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


                                       26
<PAGE>


                                                   KIMMINS CORP.

                                  CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

<TABLE>
<CAPTION>

                                                                  Years ended December 31,
                                                                  ------------------------
                                                           1997             1998               1999
                                                    ----------------  ----------------  ----------------
<S>                                                 <C>               <C>               <C>

Net income (loss)                                   $    (8,518,240)  $     4,343,010   $    (3,340,076)

Unrealized net gains (losses) on
 investments in marketable securities, net of
 tax (benefit)of $126,975 and ($3,479,430) for
 1998 and 1999, respectively                                    -0-           198,603        (5,997,654)

Less minority interest                                          -0-           (28,639)          403,614

Allocable share of unrealized loss on
   investments in marketable securities
   held by Cumberland                                        10,909           (97,539)           70,656
                                                    ----------------  ----------------  ----------------

Comprehensive income (loss)                         $    (8,507,331)  $     4,415,435   $    (8,863,460)
                                                    ================  ================  ================
</TABLE>

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



                                       27
<PAGE>


                                  KIMMINS CORP.

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                                                   Unearned
                                                                                   Employee
                                                                                   Compensation
                                                                                   from
                      Common Stock     Class B Common                              Employee     Unrealized
                                       Stock              Capital     Retained     Stock        Gain/(Loss)             Total
                      ---------------- ------------------ in Excess   (Deficit)    Ownership    on           Treasury   Stockholders
                                                          of                                    Marketable
                      Shares    Amount Shares     Amount  Par Value   Earnings     Plan Trust   Securities   Stock      Equity
                      --------- ------ ---------- ------- ----------- ------------ ------------ ------------ ---------- ------------
<S>                   <C>       <C>    <C>        <C>     <C>         <C>          <C>          <C>          <C>        <C>

Balance at December
 31, 1996             4,447,397 $4,447 2,291,569  $2,292  $18,730,173 $ 1,228,167  $(1,800,000) $       -0-  $(311,783) $17,853,296
Employee compensation
 from Employee Stock
 Ownership Trust                                                                       480,000
Purchase of treasury
 stock, at cost                                                                                               (421,680)    (421,680)
Net loss                                                              $(8,518,240)                                       (8,518,240)
                      --------- ------ ---------- ------- ----------- ------------ ------------ ------------ ---------- ------------
Balance at December
 31, 1997             4,447,397  4,447 2,291,569   2,292   18,730,173  (7,290,073)  (1,320,000)         -0-   (733,463)   9,393,376

Net income                                                              4,343,010                                         4,343,010
Employee compensation
 from Employee Stock
 Ownership Trust                                                                       480,000                              480,000
Unrealized gain on
 marketable
 securities, net of
 tax                                                                                                101,064                 101,064
Changes in ownership
 percentage of
 subsidiary due to
 treasury stock
 purchased by
 subsidiary                                                   384,430                                                       384,430
Purchase of Treasury
 Stock, at cost                                                                                                (30,800)     (30,800)
                      --------- ------ ---------- ------- ----------- ------------ ------------ ------------ ---------- ------------
Balance at December
 31, 1998             4,447,397 $4,447 2,291,569  $2,292  $19,114,603 $(2,947,063) $  (840,000) $   101,064  $(764,263) $14,671,080

Net loss                                                               (3,340,077)                                       (3,340,077)
Conversion of Class B
 Common Stock to
 Common Stock           625,000    625  (625,000)   (625)                                                                       -0-
Employee compensation
 from Employee Stock
 Ownership Trust                                                                       840,000                              840,000
Unrealized loss on
 marketable
 securities, net of
 tax                                                                                             (5,926,998)             (5,926,998)
Change in ownership
 percentage of
 subsidiary due to
 treasury stock
 purchased by
 subsidiary                                                 1,493,084                                                     1,493,084
Purchase of Treasury
 Stock, at cost                                                                                                (45,522)     (45,522)

                      ========= ====== ========== ======= =========== ============ ============ ============ ========== ============
Balance at December
 31, 1999             5,072,397 $5,072  1,666,569 $1,667  $20,607,687 $(6,287,140) $       -0-  $(5,825,934) $(809,785) $ 7,691,567
                      ========= ====== ========== ======= =========== ============ ============ ============ ========== ============
</TABLE>

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



                                       28
<PAGE>



                                  KIMMINS CORP.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                               Twelve months ended December 31,
                                                    ----------------------------------------------------
                                                           1997             1998               1999
                                                    ----------------  ----------------  ----------------
<S>                                                 <C>               <C>               <C>

Cash flows from operating activities:
   Net loss from continuing operations              $    (5,611,006)  $   (15,088,299)  $    (3,340,076)
   Adjustments  to  reconcile  net income from
    continuing operations to net cash provided
    (used) by operating activities:
        Depreciation and amortization                     4,721,987         9,871,206         9,197,194
        Provision for  uncollectible  accounts
         receivable                                         772,522            87,275            40,000
        Deferred income taxes                            (1,112,944)        1,366,733        (1,408,389)
        Minority  interest  in  operations  of
         subsidiary                                        (541,904)        1,306,161           131,369
        Gain on sale of investments                             -0-               -0-          (513,404)
        Gain on sale of options                                 -0-               -0-        (1,996,445)
        (Gain)/loss  on  disposal  of property
         and equipment                                      350,112          (596,465)          (90,431)
        Equity in losses of equity investees                 29,556           330,361            24,693
        Unearned employee compensation from
         Employee Stock Ownership Plan Trust                480,000           480,000           840,000
   Changes in operating assets and liabilities:
        Accounts receivable                              (4,013,391)        1,264,554         5,028,654
        Costs and estimated earnings in
          excess of billings on uncompleted
          contracts                                       1,403,660         4,015,841         2,310,662
        Income tax refund receivable and
          payable                                           952,214           736,914           (23,973)
        Other                                               (29,957)         (438,065)           76,771
        Accounts payable                                    245,866        (3,784,313)       (3,460,481)
        Accrued expenses                                  2,012,955           496,179           415,924
        Billings in excess of costs and
          estimated earnings on uncompleted
          contracts                                       3,831,246          (431,011)       (1,806,545)
                                                    ----------------  ----------------  ----------------
   Total adjustments                                      9,101,922        14,705,370         8,765,599
                                                    ----------------  ----------------  ----------------
   Net cash  provided by (used in)  continuing
    operations                                            3,490,916          (382,929)        5,425,523

   Net loss from discontinued operations                 (2,907,234)         (180,043)              -0-
   Net book  value of assets  of  discontinued
    operations                                           (3,035,821)       (7,909,434)              -0-
   Taxes on gain of sale of assets of
    discontinued operations                                     -0-       (11,860,848)              -0-
                                                    ----------------  ----------------  ----------------
   Net cash provided by (used in) operating
    activities                                           (2,452,139)      (20,333,254)        5,425,523
                                                    ----------------  ----------------  ----------------
<PAGE>

Cash flows from investing activities:
   Purchase of TransCor stock                                   -0-                -0-        (1,201,706)
   Purchase of options                                          -0-                -0-        (7,609,897)
   Sale of options                                              -0-                -0-         9,606,343
   Purchase of marketable securities                            -0-                -0-        (1,641,289)
   Proceeds from the sale of marketable securities              -0-                -0-         3,052,191
   Capital expenditures                                  (2,169,546)       (6,459,245)        (5,028,601)
   Proceeds from sale of property and equipment              99,589         3,224,897          5,888,273
   Cash proceeds on sale of assets of
    discontinued operations                                     -0-        26,868,891                -0-
   Purchase of marketable securities                            -0-        (4,696,719)               -0-
                                                    ----------------  ----------------  ----------------
Net cash provided by (used in) investing
 activities                                              (2,069,957)       18,937,824         3,065,314
                                                    ----------------  ----------------  ----------------

Cash flows from financing activities:
     Proceeds from long-term debt                        19,320,110        12,573,508         8,223,772
     Repayments of long-term  debt and capital
      leases                                            (11,190,945)      (11,331,528)      (17,524,662)
     Repayments of Employee Stock Ownership Plan           (480,000)         (630,502)         (809,498)
     Cash  loan  to  Cumberland  Technologies, Inc.             -0-        (1,000,000)              -0-
     Purchase of treasury stock                            (421,680)          (30,800)          (45,522)
                                                    ----------------  ----------------  ----------------
Net cash provided by (used in) financing
 activities                                               7,227,485          (419,322)      (10,155,910)
                                                    ----------------  ----------------  ----------------

Net increase (decrease) in cash                           2,705,389        (1,814,752)       (1,665,073)
Cash, beginning of period                                   968,638         3,674,027         1,859,275
                                                    ----------------  ----------------  ----------------
Cash, end of period                                 $     3,674,027   $     1,859,275   $       194,202
                                                    ================  ================  ================
</TABLE>

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

                                       29
<PAGE>

                                  KIMMINS CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and summary of significant accounting policies

     Organization  -  Kimmins  Corp.  and its  subsidiaries  (collectively,  the
"Company")  operate one business segment:  specialty-contracting  services.  The
Company  provides  specialty-contracting  services  in the  southeastern  United
States,  primarily Florida,  including  earthwork;  infrastructure  development;
underground   construction;   roadwork;   site  remediation   services  such  as
excavation, removal and disposal of contaminated soil; facilities demolition and
dismantling;  and asbestos abatement.  The Company formerly provided solid waste
management  services  through its  subsidiary,  TransCor  Waste  Services,  Inc.
("TransCor"), (See Note 20).

     Principles of consolidation - The consolidated financial statements include
the accounts of Kimmins and its subsidiaries,  including TransCor, an 93 percent
owned subsidiary. All material intercompany transactions have been eliminated.

     Use of estimates - The  preparation  of financial  statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that affect the amounts  reported in the  financial
statements  and  accompanying  notes.  Actual  results  could  differ from those
estimates.

     Concentrations  of credit risk - Financial  instruments  which  subject the
Company to  concentrations of credit risk consist primarily of trade receivables
in the State of Florida.  Trade  receivables are comprised  primarily of amounts
due  from  solid  waste  management  customers  and  on  specialty   contracting
contracts. Credit is extended based on an evaluation of the customer's financial
condition.  Collateral is generally not required;  however,  the Company has the
ability  to file for a  mechanic's  lien to protect  its  interest  in  contract
accounts receivable.  Credit losses are provided for in the financial statements
and have been within management's expectations.

     Accounts  receivable  -  contract  and  trade,   includes  $18,245,000  and
$13,475,000 net of allowance for doubtful accounts of approximately $739,000 and
$551,000,  respectively at December 31, 1998 and 1999. The Company's  policy for
allowance for doubtful accounts is to provide for specific  accounts  considered
to be uncollectible.

     Marketable  Securities - As a result of the sale of Kimmins Recycling corp.
(KRC) to Eastern  Environmental  Services,  Inc.  (EESI),  the Company  received
555,329  shares  of  common  stock of EESI.  Subsequent  to the sale of  Kimmins
Recycling Corp. to EESI, Waste Management, Inc. acquired EESI. Accordingly,  the
Company  now  holds  355,742  shares of Waste  Management,  Inc.  common  stock.
Additionally,  commencing in September 1998, the Company began purchasing common
stocks  and other  marketable  securities  with a portion  of the cash  proceeds
received  from the sale of KRC. In  accordance  with the  Statement of Financial
Accounting  Standards No. 115.  "Accounting for Certain  Investments in Debt and
Equity  Securities",   the  investments  are  classified  as  available-for-sale
securities.  Such  securities  are  carried  at an  aggregate  market  value  of
approximately  $11,521,000  as of December 31, 1999. The Company's cost basis in
these  investments  is  approximately  $20,813,000  and the  unrealized  loss of
approximately  $5,799,000,   net  of  deferred  income  taxes  of  approximately
$3,479,000  is  reported  as  a  separate  component  of  shareholder's  equity.
Additionally, the Company's allocable share of the unrealized gains and (losses)
on marketable securities held by Cumberland Technologies, Inc. ("Cumberland") is
approximately  $11,000,  ($98,000) and $71,000 for the years ended  December 31,
1997, 1998 and 1999,  respectively.  The balance of unrealized  gains and losses
net of deferred tax is $5,826,000 at December 31, 1999.


                                       30
<PAGE>
                                  KIMMINS CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Intangible assets - Intangible assets consisted  primarily of the excess of
cost over fair market value of the net assets of the acquired businesses,  which
were being  amortized on a straight-line  basis over twenty years,  and customer
contracts,  which were being amortized on a straight-line basis over five years.
Amortization  expense was $109,000 and $37,000, for the years ended December 31,
1997 and 1998,  respectively.  The  intangible  assets  were all  related to the
Company's solid waste management  services  operations which were disposed of in
1998 (See Note 20).  Consequently,  these assets were  included in net assets of
discontinued solid waste operations in the balance sheet and were written off in
the sale of these operations.

     Investments  - The  Company's  31.6 percent  investment  in  Cumberland  is
accounted  for using the equity method of  accounting.  The Company's 49 percent
investments in Summerbreeze  Apartments,  Ltd., and Sunshadow  Apartments,  Ltd.
(the  "Apartments"),   are  also  accounted  for  using  the  equity  method  of
accounting.  The original carrying amounts in excess of the underlying equity in
these  companies is amortized over the estimated  useful life of the investment.
The estimated useful lives of these  intangibles are twenty years for Cumberland
and thirty years for the Apartments.

     Other  assets - Other assets  consisted  primarily  of  pre-contract  costs
associated with  residential  solid waste management  contracts  obtained during
1997 and 1998,  which were being  amortized on a  straight-line  basis over five
years, the term of the contracts,  and loan costs, which were amortized over the
term of the loans.  Amortization expense was $236,000 and $365,000 for the years
ended  December  31,  1997 and 1998.  The other  assets  were all related to the
Company's solid waste management  services  operations which were disposed of in
1998 (See Note 20).  Consequently,  these assets were  included in net assets of
discontinued solid waste operations in the balance sheet and were written off in
the sale of these operations.

     Income  taxes - The Company  accounts  for income taxes using the asset and
liability  method pursuant to Statement of Financial  Accounting  Standards 109,
"Accounting for Income Taxes"  (Statement No. 109). Under this method,  deferred
tax assets  and  liabilities  are  recognized  for the  future tax  consequences
attributable to differences  between the financial statement carrying amounts of
existing  assets and liabilities  and their  respective tax bases.  Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered  or settled.  Under  Statement  No. 109, the effect on deferred tax
assets and  liabilities  of a change in tax rates is recognized in income in the
period that includes the enactment date.

     Contracts and revenue  recognition - Contracts generally range from 6 to 12
months in duration,  and earnings from contracting operations are reported under
the  percentage-of-completion  method  for  financial  statement  purposes.  The
estimated  earnings for each contract  reflected in the  accompanying  financial
statements  represent  the  percentage  of estimated  total  earnings that costs
incurred to date bear to estimated total costs,  based on the Company's  current
estimates.  With  respect to contracts  that extend over one or more  accounting
periods,  revisions in costs and earnings  estimates are reflected in the period
the  revisions  become known.  When current  estimates of total  contract  costs
indicate a loss,  provision is made for the entire  estimated loss in the period
indications  of  a  loss  become  known.   The  estimates  can  be  affected  by
uncertainties,  such as weather  related delays,  and it is reasonably  possible
that a change in estimate could occur in the near term.



                                       31
<PAGE>
                                  KIMMINS CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Change orders are  modifications  to an original  contract that effectively
change the scope  and/or  price of the  contract.  They may  include  changes in
specifications  or  design,   method  or  manner  of  performance,   facilities,
equipment, materials, site, or period for completion of the work. Certain change
orders may be priced under the terms of the  contract.  Other change  orders are
unpriced; that is, the work to be performed is defined;  however, the adjustment
to the contract price is negotiated subsequent to performance.  Finally, in some
cases,  both scope and price of a change order may be  unapproved or in dispute.
Accounting for change orders depends on the underlying circumstances,  which may
differ for each change order  depending on the customer,  the contract,  and the
nature of the change.  The Company  evaluates each change order according to its
characteristics and the circumstances in which they occur.

     Contract  revenue and  associated  profit are  recognized for change orders
that have been approved by the customer and the contractor  regarding both scope
and price to the extent performance related to the change order has occurred.

     Accounting  for change  orders,  where  either scope or price have not been
determined,  depends on careful consideration of the underlying  characteristics
and the  circumstances  in which they occur.  For all  unpriced  change  orders,
recovery is deemed  probable if the terms of the  contracts or other  applicable
legal principles  provide a legal basis for  recoverability,  the costs incurred
are objective and  verifiable,  and,  finally,  all future events  necessary for
recovery are more likely than not to occur. The Company  considers the following
factors in  evaluating  whether  recovery is probable:  the  customer's  written
approval  of the  scope  and/or  price of the  change  order,  the  objectivity,
verifiability,  and  reasonableness of underlying  accounting  documentation for
change order costs, and the Company's experience in negotiating change orders in
similar instances.

     The  following  guidelines  are utilized by the Company in  accounting  for
change  orders under which  either the scope or price have not been  approved by
the customer.

     A.   Costs directly  attributable to change orders whose scope and/or price
          is not  determinable  are charged directly to operations in the period
          in which the costs are incurred if it is not  probable  that the costs
          will be recovered through a change in the contract price.

     B.   If it is probable that the costs will be recovered through a change in
          the  contract  price,  the  costs  are  treated  as costs of  contract
          performance  in the period in which  they are  incurred  and  contract
          revenue  is  recognized  to the  extent of the costs  incurred.  Costs
          incurred  in excess of  amounts  that are  probable  of  recovery  are
          charged directly to operations when incurred.

     C.   In the case of change  orders  that are  approved  as to scope but not
          price,  profit  recognition  is deferred  until  receipt of the priced
          change order.

     Contract  claims are amounts  incurred  by the Company  related to contract
changes that are unapproved as to both scope and price, or are directly disputed
or contested as to either, by the customer.  Claims are amounts in excess of the
agreed upon  contract  price (or amounts not included in the  original  contract
price)  that are due to  customer-caused  delays,  errors in  specification  and
designs,  contract  terminations,  or other causes of  unanticipated  additional
costs. The Company recognizes  contract revenue relating to claims to the extent
of its costs  incurred  only if it is  probable  that the claim  will  result in
additional  contract  revenue and if the amount of contract  revenue and related
costs can be reliably  estimated.  Those two  requirements  are satisfied by the
existence of all of the following conditions:

     A.   Thecontract  or other  applicable  legal  principles  provides a legal
          basis for the claim;  or a legal  opinion has been  obtained,  stating
          that the Company is entitled to recover  amounts under the contract or
          other applicable legal principles.

     B.   Additional costs are caused by  circumstances  that were unforeseen at
          the  contract  date  and are not the  result  of  deficiencies  in the
          contractor's performance.


                                       32
<PAGE>
                                  KIMMINS CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     C.   Costs incurred by the Company that are  associated  with the claim are
          identifiable and reasonable in view of the work performed.

     D.   The evidence supporting the claim is objective and verifiable.

     In evaluating the probability of recovery and the estimation of the amounts
that will be recovered,  the Company consults with outside consultants and legal
counsel as the claims progress through the stages of negotiations, actual filing
of formal  claims,  and/or  litigation.  Legal  counsel has been engaged for the
majority of the claims, both in number and recorded amounts.

     For those  claims (see Note 5) where  outside  counsel has been  engaged to
review the claim, the recorded amount is not in excess of the amounts  estimated
by outside counsel to be recoverable.

     Except  in rare  circumstances,  claim  preparation  and  legal  costs  are
expensed  as  incurred.  Exceptions  include  instances  in which  the  contract
document  provides  for their  recovery  or legal  costs are  incurred to pursue
approved settlements by court ruling, binding arbitration, and otherwise. In all
instances  where such  amounts are  recorded,  it is  probable  that the amounts
associated  with claim  preparation  and legal  costs will be  recovered.  As of
December 31, 1998 and 1999, no claim preparation and legal costs were deferred.

     Fees arising from services other than contracting activities are recognized
when the negotiated services are provided.

     Advertising  costs -  Advertising  costs are expensed as incurred.  For the
years ended December 31, 1997, 1998 and 1999,  TransCor  expensed  approximately
$536,000,  $40,000,  and $-0-,  respectively  in advertising  costs.  All of the
advertising  costs are associated with the  discontinued  solid waste management
operations.

     Stock based  compensation  - The Company  grants stock  options for a fixed
number of shares to employees  with an exercise price equal to the fair value of
the shares at the date of grant. The Company accounts for stock option grants in
accordance  with  Accounting  Principles  Board Opinion No. 25,  "Accounting for
Stock Issued to  Employees"  ("APB No. 25"),  and,  accordingly,  recognizes  no
compensation expense for the stock option grants.

     In October 1995, the Financial  Accounting  Standards Board ("FASB") issued
Statement No. 123 ("SFAS No. 123"),  "Accounting  and  Disclosure of Stock-Based
Compensation,"  which encourages,  but does not require,  companies to recognize
stock  awards  based  on  their  fair  value at the  date of  grant.  Pro  forma
information regarding net income and earnings per share, as calculated under the
provisions of SFAS No. 123, are disclosed in Note No. 13.

     Earnings (loss) per share - In February 1997, the FASB issued  Statement of
Financial  Accounting  Standards  No. 128 "Earnings per Share" ("SFAS No. 128"),
which establishes standards for computing and presenting earnings per share. The
Company  adopted the provisions of SFAS No. 128 effective  December 31, 1997 and
all earnings per share amounts for all periods presented, and where appropriate,
have been restated to conform to SFAS No. 128 requirements.

     Comprehensive income - In June 1997, the FASB issued Statement of Financial
Accounting  Standards No. 130, Reporting  Comprehensive Income ("SFAS No. 130").
SFAS No.  130  requires  that  total  comprehensive  income  be  displayed  in a
financial  statement  with  equal  prominence  as  other  financial  statements.
Comprehensive  income is defined as changes in stockholders' equity exclusive of
transactions  with  owners  such as capital  contributions  and  dividends.  The
Company adopted the provisions of SFAS effective January 1, 1998.

                                       33
<PAGE>
                                  KIMMINS CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     Segments - In June 1997, the FASB issued Statement of Financial  Accounting
Standards No. 131,  "Disclosures  about  Segments of an  Enterprise  and Related
Information" ("SFAS No. 131"), which supersedes  Financial  Accounting Standards
No.  14.  SFAS No.  131 uses a  management  approach  to  report  financial  and
descriptive information about a Company's operating segments. Operating segments
are revenue-producing  components of the enterprise for which separate financial
information  is produced  internally  for the Company's  management.  During the
fourth quarter of 1998, the Company  adopted the provisions of SFAS No. 131. The
adoption of SFAS No. 131 did not affect the results of  operations  or financial
position of the Company.

     The Company's continuing operations are specialty contracting.  See Note 20
for a discussion of discontinued operations. The Company's specialty contracting
is performed for third parties  located  primarily in the state of Florida.  The
Company  evaluates the  performance of each of its contracts.  However,  because
each of the contracts have similar economic characteristics,  the contracts have
been aggregated into a single dominant  segment.  All segment  measurements  are
disclosed in the Company's consolidated financial statements.

     Proposed  accounting  standards - In June 1998,  the  Financial  Accounting
Standards Board issued Statement No. 133, "Accounting for Derivative Instruments
and Hedging  Activities."  The Financial  Accounting  Standards Board has issued
Statement No. 137, Accounting for Derivative  Instruments and Hedging Activities
deferral of the effective date of SFAS No. 133, which delays the  implementation
date of SFAS 133 for one year,  to fiscal years  beginning  after June 15, 2000.
The Statement  requires  companies to recognize all  derivatives  on the balance
sheet at fair  value.  Derivatives  that are not hedges must be adjusted to fair
value through income.  If the derivative is a hedge,  depending on the nature of
the hedge,  changes in the fair value of  derivatives  are either offset against
the change in fair value of assets,  liabilities,  or firm  commitments  through
earnings,  or recognized in other comprehensive  income until the hedged item is
recognized in earnings. The ineffective portion of a derivative's change in fair
value will be  immediately  recognized  in  earnings.  Because of the  Company's
minimal use of derivatives,  management does not anticipate that the adoption of
the Statement to have a significant affect on earnings or the financial position
of the Company.

2.   Supplemental statements of cash flows information

<TABLE>
<CAPTION>

                                                           Years ended December 31,
                                                           ------------------------
                                                     1997              1998        1999
                                                     ----              ----        ----
<S>                                           <C>               <C>          <C>
 Cash paid:
    Interest                                  $  4,543,000      $ 7,013,000   $
    Income taxes                                    30,000         54,815
 Non-cash investing and financing activity:
 Capitalized leases                           $   -0-           $ 2,020,000   $     -0-
 Seller financing of equipment addition       $ 39,408,000      $   -0-             -0-

 Receipt of EESI stock                        $   -0-           $17,000,000   $     -0-
 Unrealized gain/(loss) on marketable
   securities                                 $   -0-           $   325,578   $ (9,278,000)
 Transfer to property held for sale from
   from discontinued operations               $   -0-           $   397,195   $     -0-

 Transfer to discontinued operations          $   -0-           $   267,696   $     -0-
   from property and equipment

</TABLE>


                                       34
<PAGE>
                                  KIMMINS CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


3.   Related party transactions

     Mr. Francis M. Williams,  the Company's President and majority stockholder,
also  controls  Cumberland,  a property  and  casualty  insurance  company  that
provides  insurance for specialty sureties and performance and payment bonds for
contractors.  Through  Cumberland,  the Company  has  obtained  performance  and
payment bonds in connection with certain of its contracts and projects. The fees
that the Company paid for these  services for the years ended  December 31, 1997
and 1998, were approximately  $43,000 and $29,000,  respectively.  There were no
related fees paid to Cumberland for the year ended December 31, 1999.

     The  Company  recorded  bond  fees of  approximately  $82,000  during  1999
although  none were paid.  The Company  also has a 31.6  percent  investment  in
Cumberland (see Note 8 of the Notes to the Consolidated Financial Statements).

     Qualex,  which is  controlled  by Mr.  Francis M.  Williams,  provides some
services,  including  legal  counsel to the Company.  During  1999,  the Company
recorded approximately $97,000 for these services.

     Effective July 1, 1997,  employees  associated with  TransCor's  demolition
contracting services unit were transferred to Kimmins Contracting Corp. ("KCC"),
a  wholly-owned  subsidiary of the Company,  for  administrative  and accounting
purposes. As a result, contracting services previously performed by employees of
TransCor  were  subcontracted  to KCC.  For the year ended  December  31,  1998,
TransCor paid $2,761,000 to KCC for services rendered by KCC as a subcontractor.
In addition, TransCor rented equipment from KCC for use in performing demolition
contracts.   TransCor  incurred  approximately   $2,573,000  and  $1,822,000  in
equipment  rental  charges  with KCC for the years ended  December  31, 1997 and
1998.  All  demolition  projects which started in 1999 were performed by Kimmins
Contracting Corp.

     On August 14, 1998 the Company  acquired an  additional  297,200  shares of
common stock in TransCor for $3,031,000 from Mr. Francis M. Williams,  President
and Chief  Executive  Officer of the  Company.  The  acquisition  increased  the
Company's  ownership  percentage  to 81  percent  in 1998  from 74  percent  and
resulted in the ability to  consolidate  the  Company and  TransCor  for federal
income tax purposes on a prospective basis.

     On November 10, 1998, the Company loaned  $1,000,000 to Cumberland which is
controlled  by  Mr.  Francis  M.  Williams,   Kimmins'  President  and  majority
stockholder.  Cumberland  is a property  and  casualty  insurance  company.  The
$1,000,000  is evidenced by a convertible  term note,  which is due November 10,
2001. Quarterly interest payments are due beginning January 1, 1999 at a rate of
one half of one percent  over the prime rate  established  by  NationsBank.  The
Company has the right,  after six months, to convert the principal amount of the
note into shares of Common Stock of Cumberland  at $3.00 per share.  The balance
of the convertible term note, including accrued interest of $110,764 at December
31, 1999, is $1,110,764.

     During the year ended December 31, 1998, TransCor contributed $1,000,000 to
the Kimmins Terrier Foundation,  a private foundation  controlled by Mr. Francis
M. Williams.

     Effective  with the sale of Kimmins  Recycling  during  1998,  the  Company
accrued $1,000,000 payable to Mr. Francis M. Williams for a 10-year  non-compete
agreement. In 1999, the accrual amount remained unchanged. There is an agreement
to convert the $1,000,000  payable to common stock during the year 2000. As part
of the  agreement,  the Class B stock owned by Mr.  Francis M.  Williams will be
retired (see footnote 15).

                                       35
<PAGE>
                                 KIMMINS CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


4.   Accounts receivable

                                                       December 31,
                                                       ------------
                                                 1998                1999
                                                 ----                ----
Contract and trade:
   Billed contract receivables
     Completed and uncompleted contracts  $    8,561,529      $    8,984,641
     Retainage                                 4,045,971           3,673,932
   Unbilled contract receivables               5,986,709             886,550
   Trade receivables                             569,590             481,355
                                            -------------       -------------
                                              19,163,799          14,026,478
Less allowance for doubtful accounts           (739,223)           (551,355)
                                            -------------       -------------
                                              18,424,576          13,475,123
Less noncurrent portion                          874,048             794,495
                                            -------------       -------------
Net accounts receivable -
   contract and trade                     $   17,550,528      $   12,680,628
                                            =============       =============

     All unbilled  receivables  relate to work performed or material  shipped by
the balance sheet date and are billed as soon as administratively  feasible. The
portion at  December  31, 1998 and 1999 that was not  expected  to be  collected
within twelve months was classified as a non-current asset.

     The Company had a note  receivable in an original amount of $3,638,696 from
Sunshadow Apartments,  Ltd., and Summerbreeze Apartments, Ltd., two Florida real
estate  limited  partnerships   (collectively,   the  "Apartments").   The  note
receivable  originally accrued interest at prime plus 1.375 percent,  increasing
to prime plus 2 percent on July 1, 1995, with principal and interest  payable in
monthly  installments  through  December 31,  1998,  and was  guaranteed  by Mr.
Francis M. Williams,  majority owner of the Company. The Company did not receive
any interest or principal payments during 1997 relating to this note receivable,
and management of the Company  discontinued  recognition  of interest  income in
1996. The amount due from the Apartments at December 31, 1996, was approximately
$3,851,000.

     During 1997, the note receivable and other  receivables were contributed to
the  Apartments  in exchange for 49 percent  non-controlling  preferred  limited
partnership  interests in the  Apartments.  See Note 8 of Notes to  Consolidated
Financial Statements for additional information.

     Most  of  these  receivables  were  contributed  as an  investment  in  the
Apartments  as described  above.  At December 31, 1998 and 1999,  the balance of
accounts receivable - affiliates was $1,182,903 and $963,702,  of which $900,000
is classified  as a long-term  receivable  and is  guaranteed by Mr.  Francis M.
Williams.

                                       36
<PAGE>
                                  KIMMINS CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


5.   Costs and estimated earnings in excess of billings on uncompleted contracts

                                                          December 31,
                                                          ------------
                                                    1998                1999
                                                    ----                ----

Expenditures on uncompleted contracts       $   140,139,011     $   148,053,761
Estimated earnings (loss) on uncompleted        (1,242,975)           1,417,689
contracts                                    --------------      --------------
                                                138,896,036         149,471,450
Less actual and allowable billings on
uncompleted contracts                           132,500,186         143,579,717
                                            --------------      ---------------
                                            $     6,395,850     $     5,891,733
                                            ===============     ===============
Costs and estimated earnings in excess of
billings on                                 $    10,548,372     $     8,237,710
   uncompleted contracts
Billings in excess of costs and estimated
earnings on uncompleted contracts                (4,152,522)         (2,345,977)
                                            ---------------      ---------------
                                            $     6,395,850     $     5,891,733
                                            ===============      ===============

     During the year ended  December 31, 1997,  the Company  recognized  revenue
from contract claims of approximately $56,000. The Company recognized no revenue
from contract  claims during the years ended December 31, 1998 and 1999.  During
1997 and 1998, the Company  settled  contract claims that resulted in net losses
of approximately  ($847,000) and  ($1,253,000),  respectively.  During 1999, the
Company settled claims that resulted in approximately  $386,000 in excess of the
recorded amount. The $386,000 is being held in reserve for other claims.

     As of  December  31,  1998 and 1999,  the costs and  estimated  earnings in
excess  of  billings  on  uncompleted  contracts  includes  the  Company's  cost
associated with unapproved or disputed  contract change orders and costs claimed
from  customers  on  completed   contracts  of  approximately   $10,000,000  and
$8,000,000, respectively. During the performance of these contracts, the Company
encountered site conditions that differed from bid specifications.  As a result,
the Company  incurred  additional  labor and equipment  costs in performing  the
contract.  By their  nature,  recovery  of these  amounts  is often  subject  to
negotiation  with  the  customer  and,  in  certain  cases,  resolution  through
litigation.  As a result,  the recovery of these  amounts may extend  beyond one
year.  The portions at December 31, 1998 and 1999,  that were not expected to be
collected within twelve months are classified as a non-current asset.


6.   Property and equipment held for sale

     As a result of management's  decision to cease  operations in the northeast
and to de-emphasize the performance of certain environmental services within the
specialty-contracting  segment,  the Company  decided to sell its  transportable
incineration system. This asset has a carrying value of approximately $1,800,000
as of  December  31,  1999 and 1998.  A purchase  agreement  for the sale of the
incinerator for $1,800,000 was executed in February 1998. The Company wrote down
the  carrying  value of the asset by $40,000 in 1997 to reflect  the fair market
value based on the purchase agreement.  During the years ended December 31, 1997
and 1998, the Company received approximately $566,000 from the buyer towards the
purchase.  The Company received  approximately $561,500 during 1999. The sale of
the transportable incineration system will be completed upon full receipt of the
purchase  price by the Company,  which is expected  during 2000. The deposits of
$1,127,500 have been netted against the carrying value of the asset resulting in
$672,500 being included in "property held for sale" at December 31, 1999.

     The Company also has real estate for sale in  Nashville,  Tennessee,  which
has a net book value of approximately  $411,000. This amount is also included in
"property held for sale".

                                       37
<PAGE>
                                  KIMMINS CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.     Property and equipment

                                                          December 31,
                                                          ------------
                                                    1998               1999
                                                    ----               ----

       Land                                    $    1,058,234   $     1,058,234
       Buildings and improvements                   2,166,984         2,166,984
       Construction and recycling equipment        60,752,336        58,455,431
       Furniture and fixtures                         698,628           680,485
       Construction in progress - Building            548,816           616,742
                                                --------------    --------------
                                                   65,224,998        62,977,876
       Less accumulated depreciation              (19,578,279)      (25,730,667)
                                                --------------    --------------
       Net P&E                                  $  45,646,719   $    37,247,209
                                                ==============    ==============

     Property and equipment is recorded at cost.  Depreciation is provided using
the straight-line method over estimated useful lives ranging from 3 to 30 years.
Depreciation  expense was approximately  $8,000,000,  $11,202,000 and $8,630,000
for  the  years  ended   December  31,  1997,   1998  and  1999,   respectively.
Approximately  $3,625,000  and  $2,248,000 for the years ended December 31, 1997
and 1998 respectively,  of depreciation expense was attributable to discontinued
operations,   with  the  remaining   depreciation   attributable  to  continuing
operations.  Construction  in progress - Building will be  depreciated  over the
estimated useful lives of respective  assets when placed into service during the
first quarter, 2000.


8.   Investments  in Cumberland  Technologies,  Inc.,  Summerbreeze  Apartments,
     Ltd., and Sunshadow Apartments, Ltd.

     Cumberland - In 1988, Cumberland Casualty & Surety Company ("CCS") issued a
surplus  debenture to the Company that bears interest at 10 percent per annum in
exchange for  $3,000,000.  In 1992,  such  debenture  was assigned to Cumberland
Technologies, Inc. ("Cumberland"),  a holding company that provides, among other
services,  reinsurance for specialty  sureties and performance and payment bonds
for contractors.  Cumberland entered into a term note agreement with the Company
for  the  outstanding  amount  of the  debenture,  including  accrued  interest.
Interest accrued on the term note was $506,755 at December 31, 1995 ($372,066 in
1996 prior to the conversion discussed below).

     On November 5, 1996, the Company received  1,723,290  shares, or 30 percent
of the outstanding  common stock, of Cumberland common stock in exchange for the
term note from affiliate. The Cumberland common stock had a fair market value of
$3.00 per share on the date of the exchange, based upon the quoted market price.
This  investment  is  accounted  for  under the  equity  method.  The  amount of
$3,300,000 in excess of the underlying  equity was attributed to goodwill and is
being amortized over twenty years. At December 31, 1999, the market value of the
Cumberland common stock held by the Company was  approximately  $2,585,000 based
on a stock price of $1.50.

                                       38
<PAGE>

                                  KIMMINS CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The  following  is a summary of the  financial  position of  Cumberland  at
December 31, 1998 and 1999:

                                        December 31, 1998      December 31, 1999
                                        -----------------      -----------------

Cash and cash equivalents               $    4,202,000        $    2,000,000
Investments in various marketable            3,987,000             8,394,000
securities
Accounts receivable - trade, net             1,810,000             1,907,000
Reinsurance recoverable                      2,306,000             2,899,000
Intangibles                                  1,456,000             1,267,000
Other                                        2,584,000             2,946,000
                                        --------------        --------------
   Total assets                         $   16,345,000        $   19,413,000
                                        ==============        ==============

Policy liabilities and accruals         $    8,085,000        $    9,788,000
Long-term debt                               2,331,000             2,282,000
Other                                          580,000             1,117,000
                                        --------------        --------------
   Total liabilities                        10,996,000            13,187,000

Stockholders' equity                         5,349,000             6,226,000
                                        --------------        --------------

   Total liabilities and                $   16,345,000        $   19,413,000
      stockholders' equity
                                        ===============       ==============

     Cumberland's   operating   results   included   revenue  of   approximately
$11,455,000  and net  income of  approximately  $727,000  during  the year ended
December  31,  1999.  The  Company's  equity  in this  net  income  amounted  to
approximately  $230,000.  In addition,  approximately  $165,000 of  amortization
expense was recorded by the Company related to the investment.

     Apartments  - On  October  22,  1997,  the  Company  contributed  its  note
receivable in an amount of  approximately  $3,851,000  from the  Apartments  and
other  receivables  of $3,059,000  for a  non-controlling  49 percent  preferred
limited partnership interest in the Apartments and a receivable of $900,000 from
the  Apartments.  The  amount  of  approximately  $12,066,000  in  excess of the
underlying  equity was attributed to goodwill and is being amortized over thirty
years. The Company will be allocated 49 percent of operating income,  losses and
cash flow.  The  preference in the Company's  equity  interest in the Apartments
occurs  upon  the  sale  of the  underlying  partnership  properties.  Upon  the
occurrence of a capital  transaction,  the Company would receive cash flows from
the  sale  or  refinancing  of the  Apartments'  assets  equal  to  its  capital
contribution  prior to any other partner  receiving  any  proceeds.  The Company
accounts for its investment in the Apartments using the equity method.

     During the years  ended  December  31,  1998 and  December  31,  1999,  the
Apartments recognized revenue of approximately $4,495,000 and $4,402,000. During
the same periods, the Apartments recognized net losses of approximately $467,000
and $402,000, respectively. The Company has recorded its 49 percent share of the
net results of operations.  In addition,  approximately $402,000 and $402,000 of
amortization  expense was recorded by the Company  related to the investments in
the  Apartments.  At December 31, 1998 and 1999,  the  Company's  balance in its
total investment in the Apartments was approximately  $6,131,000 and $5,398,000,
respectively.

                                       39
<PAGE>
                                  KIMMINS CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The following is a summary of the  financial  position  (unaudited)  of the
Apartments at December 31, 1998 and 1999:

                                                          Total Investment
                                                          ----------------
                                                       1998             1999
                                                    (unaudited)      (unaudited)
                                                    -----------      -----------

Cash and cash equivalents                          $     66,000     $    30,000
Accounts receivable - affiliate                             -0-         946,000
Land                                                  3,800,000       3,800,000
Buildings, capitalized construction interest,
furniture and equipment, net                         16,420,000      15,555,000
Other                                                   638,000         602,000
                                                   ------------    ------------
Total assets                                       $ 20,924,000    $ 20,933,000
                                                   ============    ============

Accounts payable and accrued expenses              $    846,000    $    743,000
Accounts payable to affiliates                        1,489,000       1,702,000
Mortgage loan payable                                20,993,000      20,833,000
Note payable to partner - Francis M. Williams ..      2,860,000       2,860,000
                                                   ------------    ------------
Total liabilities                                    26,188,000      26,138,000
Partners' deficit                                    (5,264,000)     (5,205,000)
                                                   ------------    ------------
Total liabilities and partners' deficit            $ 20,924,000    $ 20,933,000
                                                   ============    ============


9.   Accrued expenses


                                            December 31,
                                            ------------
                                       1998             1999
                                       ----             ----
Accrued insurance               $     2,435,280   $    3,137,675
Accrued interest                        285,780          417,067
Accrued property taxes                1,210,800        1,222,215
Accrued salaries, wages and             729,786          660,163
   payroll taxes
Other                                 1,418,742           59,192
                                  --------------    -------------
Total accrued expenses          $     6,080,388   $    5,496,312
                                  ==============    =============



                                       40
<PAGE>
                                  KIMMINS CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


10.  Long-term debt
<TABLE>
<CAPTION>

                                                                              December 31,
                                                                              ------------
                                                                         1998              1999
                                                                         ----              ----
<S>                                                                   <C>              <C>

Notes payable,  principal and interest payable in monthly
  installments  through December 1, 2004, interest at
  varying rates   up to 13 percent, collateralized by equipment        $ 51,712,212    $ 52,859,02

Revolving term bank line of credit, including letters of credit,
  $4,424,000 in 1998 (see below), due March 31, 2001 interest payable
  monthly at lender's base rate plus .5 percent                           1,764,003            -0-

Term Bank line of credit, due March 31, 2000 interest payable
  monthly at lender's base rate plus .5%.  At December 31, 1999,
  the rate is 8.25%                                                             -0-      2,451,885

Revolving term line of credit, $16,000,000 maximum, due
  March 31, 2000, interest payable monthly at lender's base rate
  of LIBOR plus 2.5 percent, collateralized by equipment.
  At December 31, 1998 the rate is 8.2656 percent                        13,700,000            -0-

Line of credit secured by Waste  Management  Shares due and
  Payable upon demand, interest payable at lender's base
  rate of LIBOR plus 0.75%                                                      -0-     3,491,153

Mortgage notes,  principal and interest payable in monthly
  installments through  December 1, 2004, interest at
  varying rates up to prime plus 1.25 percent, collateralized
  by land and buildings. At December 31, 1999 the average rate is
  9.75 percent                                                            1,862,901      1,764,547
                                                                       ------------    -----------

Total debt                                                               69,039,116     60,566,608
Less current portion                                                    (18,270,156)   (16,799,575)
                                                                      -------------   ------------
Net long term debt                                                     $ 50,768,960   $ 43,767,033
                                                                      =============   ============
</TABLE>

     Annual  principal  maturities  subsequent  to  December  31,  1999,  are as
follows:

                           2000               $      16,799,575
                           2001                      11,284,138
                           2002                      31,312,685
                           2003                         610,924
                           2004                         559,286
                                                 ---------------
                                              $      60,566,608
                                                 ===============

     At  December  31,  1999,  there  were no  borrowings  available  under  the
revolving term bank line of credit.  During the year,  the Company  restructured
its loan arrangements with one of its financial  institutions,  which is secured
by a pledge of all of the stock of the Company's  subsidiaries and substantially
all of the unsecured  assets of the Company.  The use of funds under these lines
is  limited  among  certain   subsidiaries,   and  repayment  is  guaranteed  by
Cumberland. The Company's outstanding letter of credit facility of approximately
$1,100,000  is  secured  by a  restricted  cash  account  at a  local  financial
institution.

                                       41
<PAGE>
                                  KIMMINS CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     There  is  an  outstanding  balance  of  approximately  $2,452,000  on  the
Company's bank line of credit  scheduled to be paid off during the first quarter
of 2000.  The  Company is  currently  in default  since the Company did not have
sufficient excess cash to make the payments required December 31, 1999, February
15, 2000 and March 31, 2000.  The Company is currently in  negotiation  with the
financial institution to restructure these debt payments.

     During  1998 and 1999,  the  revolving  term bank line of credit  agreement
contained certain covenants,  the most restrictive of which require  maintenance
of a consolidated  tangible net worth,  as defined,  of not less than $6,500,000
and net income of not less than $1,500,000.  In addition, the covenants prohibit
the  Company  from  paying  dividends  without  lender  approval.   Specifically
regarding the revolving  term bank line of credit of  approximately  $1,764,000,
the Company met the  tangible  net worth and net income  requirements  under the
credit agreement with the bank.  However, as of October 31, 1999, the Company no
longer had the revolving term bank line of credit available and is therefore, no
longer required to meet debt covenants.

     Certain  equipment notes and the working capital loan agreements  contained
certain covenants, the most restrictive of which required maintenance of a total
liabilities  to  adjusted  tangible  net worth ratio of 7.5 to 1.0 and a current
ratio of 1.5 to 1.0. Regarding the revolving term line of credit for $13,700,000
and  outstanding  equipment  notes  of  approximately  $38,386,000,  KCC and the
Company,  as  guarantor,  did not meet the total  liability  to net worth ratio,
current ratio or net income requirements under the credit and note agreements as
of  December  31,  1998.  The  equipment  notes  and  working  capital  loan are
guaranteed  by the Company  and  previously  required  the Company to maintain a
liability  to adjusted  tangible  net worth ratio not  exceeding  6.0 to 1 and a
current ratio of not less than 1.2 to 1. The Company and KCC obtained waivers of
these  financial  covenants for the year ended December 31, 1998.  These current
debt agreements no longer include debt covenant requirements.

     The  Company's  revolving  term  line of  credit  with a  vendor  supplying
financing for heavy  construction  equipment  purchases was discontinued  during
1999.  The  outstanding  balance  on the  revolving  term  line of credit is now
classified as notes payable.

     The Company  established a loan and collateral  account  agreement with the
firm  holding the majority of the  Company's  marketable  securities  during the
first quarter of 1999.  The margin line of credit  provides cash advances to the
Company and is based on the current value of the Waste Management shares held by
the Company.


11.  Employee Stock Ownership Plan Trust Debt

     In March 1990, the Company's  Employee Stock  Ownership Plan Trust ("ESOP")
(Note 13) originally was funded from a $5,100,000 loan. This loan was refinanced
during  December  1995 and  bears  interest  at prime  plus  0.5  percent,  with
quarterly  principal and monthly  interest  payments were  originally  scheduled
through  October 2000.  The loan was  guaranteed by the Company as to payment of
principal and interest and,  therefore,  the unpaid balance of the borrowing was
reflected  as debt of the Company at December  31, 1998.  An  equivalent  amount
representing  unearned  employee   compensation,   less  the  Company's  accrued
contribution (Note 13), was recorded as a deduction from stockholders' equity at
December  31,  1998.  This loan was repaid in full during the fourth  quarter of
1999. The ESOP plan was terminated December 31, 1999.


12.  Leasing arrangements

     The Company  rents  equipment  and  machinery as needed,  as well as office
space, under operating leases for varying periods not to exceed one year. Rental
expense for the years ended December 31, 1997, 1998, and 1999, was approximately
$11,853,000,  $11,858,000 and $7,741,000, respectively. During 1999, some of the
heavy  construction  equipment  previously  leased was  purchased by the Company
which  was the  primary  reason  for the  significant  decrease  in 1999  rental
expense.

                                       42
<PAGE>
                                  KIMMINS CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The Company leases some of its heavy  construction  equipment under capital
leases.  The  economic  substance of each lease is that the Company is financing
the acquisition of the assets through the lease, and accordingly, it is recorded
in the Company's assets and liabilities.

     The following is an analysis of the leased assets  included in property and
equipment:

                                                    12/31/98          12/31/99
                                                    --------          --------
      Machinery and equipment                      2,020,042          1,234,500
      Less:  accumulated depreciation               (349,312)          (411,501)
                                                -------------     --------------
      Net book value of leased equipment        $  1,670,730      $     822,999
                                                ============      ==============

     The  following is a schedule by year of future  minimum  payments  required
under the lease together with their present value as of December 31, 1999.


     Year ending December 31, 2000              $         432,000

     Total minimum lease payments               $         432,000
     Less:  Amount representing interest                  (95,057)
                                                ------------------
     Present value of minimum lease payments    $         336,943
                                                ==================


13.  Pension and other benefit plans

     Employee Stock  Ownership  Plan. On January 1, 1989,  the Company,  for the
benefit of its  employees,  formed the ESOP to purchase  shares of the Company's
common stock from time to time in the open market or in negotiated  transactions
at prices  deemed to be  attractive.  Contributions  to the ESOP are made at the
discretion  of the Board of Directors.  During 1989,  the ESOP acquired from the
Company's President 257,371 shares of common stock at a cost of $5,100,000.  The
shares were acquired in exchange for a note payable to the Company's  President.
Simultaneous  with this  purchase,  the Company's  President  purchased  certain
receivables and interests in certain investments from the Company for a purchase
price of  approximately  $5,100,000,  which  was paid by the  assignment  to the
Company  of the note  received  from the ESOP.  The note  originally  was funded
during March 1990,  through a long-term bank financing  agreement  guaranteed by
the  Company  (Note  11).  As the  debt is  repaid,  shares  are  released  from
collateral  and allocated to active  employees,  based on the proportion of debt
service paid in the current year.  Debt of the ESOP is recorded as debt, and the
shares pledged as collateral are reported as unearned  employee  compensation in
the balance sheet. For financial statement purposes, as of December 31, 1998 and
1999,  the  unearned  employee  compensation  is  reflected  as a  reduction  in
stockholders'  equity.  The  Company's  accounting  treatment  for  the  ESOP as
described  above  is  in  accordance  with  SOP  76-3  for  grandfathered  plans
established prior to 1993. The ESOP Plan was terminated  effective  December 31,
1999.

     Interest and compensation expenses relating to the ESOP are as follows:

                               Years ended December 31,
                              ------------------------
                            1997         1998          1999
                            ----         ----          ----

     Interest          $  133,023     $  102,852    $  59,335
     Compensation      $  480,000     $  480,000    $ 840,000


                                       43
<PAGE>
                                  KIMMINS CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     The ESOP shares were as follows:

                                                            December 31,
                                                            ------------
                                                        1998            1999
                                                        ----            ----

            Allocated shares                          214,525         255,000
            Shares released for allocation                -0-
            Unreleased shares                          40,475             -0-
                                                    ----------      ----------
            Total ESOP shares                         255,000         255,000
                                                    ==========      ==========

            Market value of unreleased shares     $    83,000     $       -0-
                                                    ==========      ==========

     Stock Option Plan. The Company  originally  reserved  975,000 shares of its
common stock for issuance  upon the exercise of options to be granted  under the
Company's  1987 Stock Option Plan (the Company  Plan).  The exercise price of an
incentive  stock option  granted under the Company Plan may not be less than the
fair market  value of the common  stock at the time the option is  granted.  The
exercise  price of a  non-qualified  stock option granted under the Company Plan
may be any amount determined by the Board of Directors but not less than the par
value of the common stock on the date of the grant.  Options  granted  under the
Company Plan must,  in general,  expire no later than ten years from the date of
the grant.

     The Company's Plan has the option to acquire an aggregate of 975,000 shares
of common  stock that may be  granted  to  employees,  officers,  directors  and
consultants  of the Company.  The Plan  authorizes  the Board of Directors  (the
"Board")  to issue  incentive  stock  options  ("ISOs"),  as  defined in Section
422A(b) of the Internal  Revenue Code,  and stock options that do not conform to
the requirements of that Code section ("Non-ISOs").  The Board has discretionary
authority to  determine  the types of stock  options to be granted,  the persons
among those eligible to whom options will be granted, the number of shares to be
subject to such options,  and the terms of the stock option agreements.  Options
may be exercised in the manner and at such times as fixed by the Board,  but may
not be exercised after the tenth anniversary of the grant of such options.

     The following table  summarizes the  transactions for the three years ended
December 31, 1999, relating to the Plan:

                                             Number of         Exercise
                                               Shares            Price
                                               ------            -----

          Outstanding January 1, 1997:       157,076        $3.33 - $4.50
            Granted                          270,742        $2.62 - $3.94
            Exercised                            -0-                 $-0-
            Canceled                        (153,743)       $3.33 - $4.50
                                            --------        -------------
          Outstanding December 31, 1997:     274,075        $2.62 - $4.50
            Granted                              -0-                 $-0-
            Exercised                            -0-                 $-0-
            Canceled                         (16,476)       $2.62 - $4.50
                                             -------        -------------
          Outstanding December 31, 1998      257,599        $2.62 - $4.50
            Granted                          699,099        $0.25 -$0.275
            Exercised                            -0-                 $-0-
            Canceled                        (236,266)       $2.62 - $4.50
                                            --------        -------------
          Outstanding December 31, 1999      720,432        $0.25 - $4.50
                                            --------        -------------
          Exercisable December 31, 1999      153,953        $0.25 - $4.50
                                             =======        =============


                                       44
<PAGE>
                                  KIMMINS CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Pro forma information regarding net income (loss) and earnings per share is
required by SFAS No. 123, which also requires that the information be determined
as if  the  Company  had  accounted  for  its  employee  stock  options  granted
subsequent to December 31, 1993,  under the fair value method of that Statement.
The fair value for these  options  was  estimated  at the date of grant  using a
Black-Scholes   option   pricing  model  with  the  following   weighted-average
assumptions for 1997, 1998 and 1999;  risk-free interest rates of 5.5 percent; a
dividend yield of zero;  volatility  factors of the expected market price of the
Company's  common  stock  based on  historical  trends;  and a  weighted-average
expected life of the options of seven years.

     The  Black-Scholes   option  valuation  model  was  developed  for  use  in
estimating  the fair value of traded  options that have no vesting  restrictions
and are fully  transferable.  In addition,  option  valuation models require the
input of highly  subjective  assumptions  including  the  expected  stock  price
volatility.  Because the Company's  employee stock options have  characteristics
significantly  different from those of traded options and because changes in the
subjective input assumptions can materially  affect the fair value estimate,  in
management's  opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.

     For  purposes of pro forma  disclosures,  the  estimated  fair value of the
options is amortized to expense over the options' vesting period.  The Company's
pro forma information is as follows:

<TABLE>
<CAPTION>

                                                                1997          1998            1999
                                                                ----          ----            ----
<S>                                                       <C>             <C>            <C>

Proforma net income (loss) attributable to stockholders   $  (8,549,501)  $   4,271,103  $  (3,371,264)
Proforma income (loss) per common share:
      Basic and diluted                                           (1.98)            .99          (0.74)
</TABLE>

     Multi-Employer  Defined  Contribution  Plan.  The Company made  payments to
collectively  bargained,  multi-employer  defined  contribution  plans  covering
Company union employees.  Under the Multi-Employer Pension Plan Amendment Act, a
withdrawing  employer is  required  to continue  funding its share of the plan's
unfunded vested benefits. The Company does not possess sufficient information to
determine its portion of the unfunded vested benefits, if any.  Contributions to
such plans for the years ended December 31, 1997 and 1998, were not significant.
As of August 31, 1998, there were no longer any union employees.

14.  Income taxes

     As of December 31, 1998 and 1999, the Company had  consolidated  income tax
net  operating   loss  ("NOL")   carryforwards   for  federal  tax  purposes  of
approximately $7,076,000 and $4,677,000 respectively. The remaining consolidated
federal tax NOL  carryforward of $4,677,000 will expire through the year 2019 if
not used. For alternative minimum tax ("AMT") purposes,  the NOL carryforward is
approximately  $343,000.  The Company  also has  alternative  minimum tax credit
carryforwards  of  approximately  $376,000  available to reduce  future  federal
regular income taxes. The AMT credit carryforwards do not expire.

     Prior to August 15, 1998,  TransCor  and the Company were not  permitted to
file consolidated  income tax returns because the Company owned less than 80% of
TransCor. On August 15, 1998, the Company acquired an additional 6% of the stock
of TransCor,  raising its ownership  above 80% thereby  permitting the filing of
consolidated tax returns prospectively.

                                       45
<PAGE>
                                  KIMMINS CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     At  December  31,  1997,  the  Company  had  net  deferred  tax  assets  of
approximately $4,500,000. Because of the Company's net cumulative losses and the
uncertainty of being able to utilize those net deferred tax assets,  the Company
recorded a  valuation  allowance  of  approximately  $4.5  million.  Because the
Company and TransCor  can now file  consolidated  tax  returns,  the Company may
utilize the net deferred tax credits of  approximately  $1.8 million of TransCor
to offset the  deferred  tax assets by that  amount.  Consequently,  the Company
reduced the valuation  allowance by $1.8 million with a corresponding  reduction
in the  recorded  amount  paid  for the  additional  6%  interest  in  TransCor.
Additionally, the Company had previously recorded deferred income tax credits of
approximately  $600,000  for the  additional  taxes on its  share of  TransCor's
earnings.  Because the Company and TransCor can now file consolidated income tax
returns, this deferred income tax credit is no longer required. Accordingly, the
Company reduced the deferred income tax credits by $600,000 with a corresponding
reduction  in the  recorded  amount  paid  for the  additional  6%  interest  in
TransCor.

     As of  December  31,  1998,  management  has  determined  that a  valuation
allowance is not necessary because the Company had net deferred tax credits.  As
of December 31, 1999,  management has determined  that a valuation  allowance is
not  necessary  because  it is  expected  that  the net  deferred  tax  asset of
approximately  $4,439,000 will be realized  through future profits in operations
and settlement of pending claims.

     The  components  of the  provision  for income  taxes are  attributable  to
continuing operations as follows:

                       1997               1998            1999
                       ----               ----            ----
Current         $      601,517    $  (11,232,732)  $           -0-
Deferred                    -0-        1,366,733        (1,408,389)
                 --------------    --------------   --------------
                $       601,517   $   (9,865,999)  $    (1,408,389)
                 ==============    ==============   ==============

     Deferred income taxes reflect the net tax effects of temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities are as follows:

<TABLE>
<CAPTION>
                                                                December 31,
                                                                ------------
                                                          1998                1999
                                                          ----                ----
<S>                                               <C>                 <C>
Deferred tax assets
   Net Operating loss carryforward                 $     2,389,217     $     4,449,317
   Unrealized losses on marketable securities                  -0-           3,479,430
   Share of Cumberland's unrealized loss                       -0-              16,130
   Allowance for doubtful accounts                          11,250              26,250
   Costs deferred for tax expensed for books               509,549             611,847
   Alternate minimum tax credit carryforwards              886,682             376,442
   Accrued worker's compensation                           942,772           1,176,628
   Uncompleted long-term contracts                         110,126             502,234
   Tax revenue deferred for books                          790,722             747,436
                                                      -------------       -------------
                                                         5,640,318          11,385,714
                                                      -------------       -------------
Deferred tax liabilities:
   Excess of tax over book depreciation                (5,878,803)         (6,843,230)
   Undistributed earnings in Cumberland                        -0-           (103,589)
   Unrealized gain on marketable securities              (126,977)                 -0-
   Costs deferred for book expensed for tax                (9,014)                 -0-
                                                      -------------       -------------
                                                       (6,014,792)         (6,946,819)
                                                      -------------       -------------
Net deferred tax asset (liability)                       (374,476)           4,438,895
Less current net deferred asset                          1,437,707           1,814,725
                                                      -------------       -------------
   Net non-current deferred asset (liability)      $   (1,812,183)     $     2,624,170
                                                      =============       =============
</TABLE>

                                       46
<PAGE>
                                  KIMMINS CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     Factors  causing the effective  tax rate to differ from the statutory  rate
are as follows:

                                             Years ended December 31,
                                             ------------------------
                                          1997        1998        1999
                                          ----        ----        ----
Federal statutory rate                    (34.0%)     (34.0%)     (34.0%)
Valuation allowance                         59.5%     (10.0%)         -0-
State income taxes, net of
   federal benefit                         (3.1%)      (2.7%)      (3.5%)
Additional tax (benefit) on the
   Company's shares of
   TransCor's earnings                    (11.4%)        5.4%         -0-
Other                                        1.0%        1.8%        7.8%
                                        ----------  ----------  ----------
Effective tax rate                          12.0%     (39.5%)     (29.7%)
                                        ==========  ==========  ==========

15.  Debt to be converted to common stock

     The Company  has a  $1,000,000  payable to Mr.  Francis M.  Williams  for a
10-year  non-compete  agreement  associated with the sale of Kimmins  Recycling.
There is an agreement to convert the  $1,000,000  payable to common stock during
the year 2000. As part of the  agreement,  all of the Class B common stock which
is owned by Mr. Francis M. Williams will be retired.

16.  Stockholders' equity

     The  Company's  Class B common  stock has the same voting  rights as common
stock and is not entitled to participate in cash dividends.  Upon liquidation or
dissolution of the Company,  the holders of common stock are entitled to receive
up to $9.00 per  share,  after  which the  holders  of Class B common  stock are
entitled to receive up to $9.00 per share. Thereafter,  all assets remaining for
distribution  will be  distributed  pro rata to the holders of common  stock and
Class B common stock.  The right to convert Class B common stock to common stock
occurs in any fiscal year in which the Company  achieves net earnings equal to a
specified  amount per the Class B common stock conversion  agreement  (currently
$.84 per share),  which is calculated by adding the total shares  outstanding at
fiscal  year end to the  number of shares  that  could be  converted  during the
fiscal year.

     The holders of the Class B common stock will  thereafter  have the right to
convert up to 625,000  shares of Class B common  stock  into  common  stock on a
share for share basis as follows.  Each cumulative  incremental  increase in net
earnings in any subsequent  year of $.21 per share above the specified  level of
earnings  previously  obtained will afford holders the right to convert up to an
additional  625,000  shares of Class B common stock into common stock on a share
for share basis. Holders of Class B common stock will not be entitled to convert
more than 625,000 of such shares in any fiscal year unless the Company  achieves
earnings  of $1.44 per share of common  stock in any  fiscal  year,  which  will
entitle holders to convert all shares of Class B common stock into common stock.
In addition, conversion occurs if a sale of part of the Company's business as to
which  there  is  a  bona  fide  offer  to  purchase   would  have  resulted  in
convertibility  of  any  of the  outstanding  Class  B  common  stock  and it is
determined  by the Board of  Directors  of the  Company  not to  approve  such a
transaction,  then,  upon  request of the holder or holders of a majority of the
outstanding  Class B common stock, the number of shares thereof which would have
become  convertible had the  transaction  occurred would become  convertible.  A
similar provision  provides that if there is an independent  valuation of a part
of the business of the Company such that if such part of the business were sold,
the result would allow conversion of all outstanding Class B common stock and if
the Board of Directors of the Company does not authorize such sale,  then,  upon
request of the holder or holders of a majority of the outstanding Class B common
stock, the outstanding Class B common stock would become convertible.  No shares
of Class B common stock became  eligible for conversion into common stock during
the years ended December 31, 1997 or 1998.

                                       47
<PAGE>
                                  KIMMINS CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Based on 1998  earnings,  625,000  shares  of Class B Common  Stock  became
eligible  for  conversion  into common  stock.  The 625,000  Class B shares were
converted to common stock in 1999.

     As a result of TransCor's sale of KRC to EESI in August 1998, the Company's
net income for the year ended December 31, 1998 exceeded the threshold amount of
$.84 per share.  Thus,  during 1999 the holder of the Class B Common Stock,  Mr.
Francis M. Williams, converted 625,000 Class B shares into common stock.

     The Company has authorized  1,000,000  shares of preferred stock with a par
value of $.001, none of which is presently outstanding. Such preferred stock may
be issued in series and will have such designations,  rights,  preferences,  and
limitations as may be fixed by the Board of Directors.

     Net unrealized losses on marketable securities of approximately  $5,826,000
net of  taxes  of  approximately  $3,496,000  are  recorded  as a  reduction  to
stockholders' equity as of December 31, 1999.

     During the year ended  December  31, 1998 and 1999,  the  Company  acquired
8,013 and 41,821  shares of  treasury  stock at a cost of $30,800  and  $45,522,
respectively.  At December 31, 1999, the balance of the Company's treasury stock
was $809,785.

17.  Commitments and Contingencies

     The Company is involved in various legal actions and claims  arising in the
ordinary course of its business. After taking into consideration legal counsel's
evaluation  of such actions and claims,  management is of the opinion that their
outcome will not have a material  adverse effect on the  consolidated  financial
position of the Company.

18.  Fourth quarter adjustments

     During the fourth  quarter of 1998,  the Company  revised its  estimates of
costs to complete  certain  contracts  primarily  as a result of work  slowdowns
caused by excessive  rainfall and recorded  certain  charges related to contract
claim and  change  order  settlements.  The  aggregate  effect of these  revised
estimates  on  the  Company's   pretax  income  for  1998  was  a  reduction  of
approximately $5,000,000.

     During the fourth quarter of 1999, the Company evaluated its self insurance
accounts and determined that they were over reserved by approximately  $867,000.
The reserve for insurance claims was accordingly reduced by $867,000.

     The Company had a balance  sheet amount at  September  30, 1999 of $536,000
for equipment  burden.  This equipment burden amount  represented the difference
between the actual equipment  expense and amounts charged to specific job costs,
based on actual usage as of September  30,  1999.  During the fourth  quarter of
1999, this amount was expensed.

19.  Fair value of financial instruments

     The  following  estimated  fair value  amounts have been  determined  using
available market information and appropriate valuation  methodologies.  However,
considerable  judgment is necessarily  required in  interpreting  market data to
develop the estimates of fair value. Accordingly, the estimates presented herein
are not necessarily  indicative of the amounts that the Company could realize in
a current  market  exchange.  The use of  different  market  assumptions  and/or
estimation  methodologies may have a material effect on the estimated fair value
amounts.

                                       48
<PAGE>
                                  KIMMINS CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Cash,  accounts  receivable,  note  receivable  -  affiliate,  and accounts
payable.  The carrying amount  reported in the balance sheet for cash,  accounts
receivable, and accounts payable approximates their fair value.

     Marketable  Securities - The carrying  amount reported in the balance sheet
for  marketable  securities   approximates  their  fair  value  based  on  price
quotations listed on national markets.

     Long-term  debt.  The  fair  values  of the  Company's  long-term  debt are
estimated using  discounted cash flow analyses,  based on the Company's  current
incremental  borrowing  rates for similar types of borrowing  arrangements.  The
carrying value of the Company's long-term debt approximates the fair value.

20.  Earnings (loss) per share

     As required by FASB  Statement No. 128, the following  table sets forth the
computation of basic and diluted earnings per share:
<TABLE>
<CAPTION>
                                                   Years ended December 31,
                                                   ------------------------
                                             1997             1998               1999
                                             ----             ----               ----
<S>                                   <C>               <C>                <C>
Numerator:

Income (loss) from continuing          $  (5,611,006)   $  (15,088,299)     $  (3,340,076)
  operations
Adjustment for basic earnings per                 -0-               -0-                -0-
  share
                                         -------------    --------------     --------------
Numerator for basic earnings per       $  (5,611,006)   $  (15,088,299)     $  (3,340,076)
  share - income (loss) available to
  common stockholders from continuing
  operations

Effect of dilutive securities                     -0-              -0-                -0-
Numerator for diluted earnings per
  share:
Income (loss) from continuing             (5,611,006)      (15,008,299)               -0-
  operations
Income (loss) from discontinued           (2,907,234)       19,431,309                -0-
  operations
                                         -------------    --------------     --------------
Income (loss) applicable to common
  stockholders after assumed
  after assumed conversion            $  (8,518,240)    $    4,343,010     $  (3,340,076)
                                         =============    ==============     ==============

Denominator:

Denominator for basic earnings per        4,318,481         4,296,969          4,575,545
  share - weighted-average shares

Effective of dilutive securities:
Stock options                                     -0-               -0-                -0-
Dilutive potential common shares                  -0-               -0-                -0-
                                         ------------      ------------      -------------
Denominator for diluted earnings
  per share - adjusted                  $  4,318,481     $    4,296,969     $   4,575,545
  weighted-average shares and
  assumed conversions
                                         =============    ==============     ==============
Basic and diluted earnings per
  share from continuing                $      (1.30)   $        (3.51)     $        (.73)
  operations
                                         =============    ==============     ==============
Basic and diluted earnings per
   share from                         $        (.67)   $          4.52    $           -0-
   discontinued operations
                                         =============    ==============     ==============
Basic and diluted earnings per share   $       (1.97)   $          1.01    $         (.73)
                                         =============    ==============     ==============
</TABLE>

                                       49
<PAGE>
                                  KIMMINS CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Unexercised options to purchase  approximately 56,000,  104,000 and 154,000
shares of common stock for 1997, 1998 and 1999, respectively,  were not included
in the  computations  of diluted loss per share  because the assumed  conversion
would be antidilutive.

21.  Discontinued Operations

     On May 31, 1998, the Company sold its  Jacksonville  area waste  collection
and recycling  operating  assets and certain assets of the Miami  front-end load
and rear-load  commercial waste and recycling business to Eastern  Environmental
Services of Florida,  Inc., for approximately  $11,600,000 in cash. The proceeds
exceeded  the net book  value of the  underlying  assets  sold by  approximately
$5,200,000.  This gain is shown in the Consolidated  Statements of Operations as
part of "gain on sale of discontinued operations."

     On July 17, 1998, the Company adopted a formal plan to sell its solid waste
management services operations to EESI. On August 31, 1998 the Company completed
the sale of the solid waste management  services (SWMS)  operations.  The assets
sold  consisted  primarily of accounts  receivables,  contracts and property and
equipment.  The selling price was approximately  $57,800,000 in the form of cash
and EESI common stock.

     Revenues and expenses of the SWMS  operations for the years ending December
31,  1997,  1998  and 1999 are  shown  separately  in the  schedule  below.  The
consolidated statements of operations for the year ended December 31, 1997, 1998
and 1999 have been restated to show separately the operating results of the SWMS
operations.  These amounts are included in the income or loss from  discontinued
operations  portion of the accompanying  consolidated  statements of operations.
Approximately  $7,610,000 of these net revenues was received after the Company's
adoption  of the plan to sell the SWMS  operations.  Information  related to the
discontinued  SWMS operations of KRC for the years ended December 31, 1997, 1998
and 1999, is as follows:


<TABLE>
<CAPTION>

                                                         Year Ended December 31,
                                                         -----------------------
                                                 1997              1998             1999
                                                 ----              ----             ----
<S>                                      <C>                <C>              <C>
Net revenue                               $     32,594,000  $    21,526,000  $       -0-
Operating expenses, including                   27,769,000       18,176,000          -0-
  depreciation
Selling, general and administrative expenses     8,093,000        4,002,000          -0-
                                             --------------    -------------    --------------
Operating loss                                   3,268,000          652,000          -0-
Interest expense, net                            1,409,000          913,000          -0-
                                             --------------    -------------    --------------
Loss before provision for income tax benefit     4,677,000        1,565,000          -0-
Provision for income tax benefit                 1,770,000          618,000          -0-
                                             --------------    -------------    --------------
Loss from discontinued operations         $      2,907,000  $       947,000  $       -0-
                                             ==============    =============    ==============
</TABLE>

     For the year ended December, 1998 approximately $180,000 is shown as a loss
from  discontinued  operations and the remainder of approximately  $767,000,  in
accordance with APB No. 30, income or loss incurred after the  measurement  date
is included in the gain on the sale of discontinued operations.  Included in the
gain is a $1,000,000 charitable  contribution to a private foundation controlled
by Mr.  Francis M.  Williams.  The loss from  discontinued  operations  included
write-offs of intangible and other assets.

     Net assets sold have been separately classified in the accompanying balance
sheet at December 31, 1998.

     The  sale  of  the  Company's  SWMS  operations   resulted  in  a  gain  of
approximately $19,611,000 net of taxes approximately $11,861,000.  Approximately
$15.1 million of the cash proceeds were used to pay off debt on the property and
equipment of the SWMS  operations.  An additional  $6.6 million was used to fund
the working capital deficit of the SWMS operations at August 31, 1998.

                                       50
<PAGE>
                 Schedule II - Valuation and Qualifying Accounts

<TABLE>
                         Allowance for Doubtful Accounts
<CAPTION>
                                                       Additions
                                     Balance at       Charged to        Deductions
                                      Beginning        Costs and           from          Balance at
            Description               of Period        Expenses       Allowances (a)   End of Period
            -----------               ---------        --------       --------------   -------------
<S>                                  <C>              <C>              <C>             <C>>

Year ended December 31, 1999         $    739,223     $   40,000       $ (227,868)     $   551,355
Year ended December 31, 1998         $    921,301     $   87,275       $ (269,353)     $   739,223
Year ended December 31, 1997         $    616,708     $  772,522       $ (467,929)     $   921,301

</TABLE>

(a)  Balance represents the write-off of uncollectible accounts.


Item 9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
     Financial Disclosure

     As reported in Kimmins Corp. Current Report on Form 8-K, filed November 18,
1999,  Kimmins has changed its  accountants.  On November  11, 1999 the Board of
Directors of the Company  approved the  engagement  of Giunta,  Ferlita & Walsh,
P.A. as its independent auditors for the fiscal year ending December 31, 1999 to
replace  the firm of Ernst & Young LLP,  who were  dismissed  as auditors of the
Company  effective  November 11,  1999.  The reports of Ernst & Young LLP on the
Company's financial statements for the past two years did not contain an adverse
opinion or a  disclaimer  of opinion  and were not  qualified  or modified as to
uncertainty,  audit scope, or accounting principles.  The Company has authorized
Ernst & Young LLP to  discuss  the  results  of the past two years  audits  with
Giunta, Ferlita & Walsh.

     In  connection  with the  audits of the  Company's  consolidated  financial
statements  for  each  of the two  years  ended  December  31,  1998  and in the
subsequent  interim periods,  there were no disagreements with Ernst & Young LLP
on any  matters of  accounting  principles  or  practices,  financial  statement
disclosure  or  auditing  scope and  procedures  which,  if not  resolved to the
satisfaction  of Ernst & Young LLP,  would have caused Ernst & Young LLP to make
reference to the matter in their report.

     Ernst & Young LLP  communicated  in its  management  letter  related to its
audit of the Company's  December 31, 1997 financial  statements  that there were
two  material  weaknesses  in  internal  accounting  controls.   These  material
weaknesses  related to the  allocation of equipment  costs to  construction-type
contracts.  The  Company  took  corrective  action in 1998 in  response  to this
communication.  Ernst & Young's  management  letter  related to its audit of the
financial  statement  accurately  of the Company's  December 31, 1998  financial
statements did not identify any material weaknesses in internal control.


                                       51
<PAGE>
                                    PART III
                                    --------

Item 10. Directors and Executive Officers of the Registrant

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

     Name                  Age                    Position
     ----                  ---                    --------
Francis M. Williams        58    President, Chief Executive Officer and Director
Norman S. Dominiak         55    Vice President
Joseph M. Williams         43    Secretary and Treasurer
Michael Gold               51    Director
R. Donald Finn             56    Director

     All  directors of the Company hold office until the next annual  meeting of
stockholders and the election and qualification of their successors. Officers of
the Company are elected  annually by the Board of  Directors  and hold office at
the discretion of the Board of Directors.

     Francis M.  Williams  has been  President  and Chairman of the Board of the
Company  since its  inception and Chairman of the Board of Directors of TransCor
since  November  1992.  For more than five years  prior to  November  1988,  Mr.
Williams  was the Chairman of the Board and Chief  Executive  Officer of Kimmins
Corp. and its  predecessors  and sole owner of K Management Corp. From June 1981
until  January  1988,  Mr.  Williams  was also the  President  and a Director of
College Venture Equity Corp., a small business investment company.  Mr. Williams
has also been a Director of the National  Association of Demolition  Contractors
and a member of the  Executive  Committee of the Tampa Bay  International  Trade
Council.

     Norman S. Dominiak has been Vice  President of the Company since March 1995
and has been  employed  by the  Company  as its Chief  Financial  Officer  since
January 1994.  Mr.  Dominiak has also been Chief  Financial  Officer of TransCor
since  January 1994.  Mr.  Dominiak  served as Controller of ThermoCor  Kimmins,
Inc., a subsidiary of the Company,  from October 1991 until  January 1994.  From
May 1988 until  September  1991, Mr. Dominiak served as Senior Vice President of
Creative  Edge,  a company  engaged in the  manufacturing  and  distribution  of
educational products. From October 1982 until April 1988, Mr. Dominiak served as
Senior Vice President of Cecos Environmental  Services,  Inc., a company engaged
in treatment,  transportation,  and disposal of hazardous waste. From 1965 until
1982,  Mr.  Dominiak  was  employed  in  various  financial  capacities  for the
Carborundum Company.

     Joseph M.  Williams  has been the  Secretary  and  Treasurer of the Company
since October 1988.  Since  September  1997, Mr. Williams has been President and
Chief  Executive  Officer of TransCor.  Since November  1991,  Mr.  Williams has
served as President and has been a Director of Cumberland Technologies,  Inc., a
holding  company  whose  wholly  owned  subsidiaries   provide  reinsurance  and
specialty  sureties and  performance  and payment  bonds.  Since June 1986,  Mr.
Williams has served as President  and Vice  President and has been a Director of
Cumberland  Real  Estate  Holdings,  Inc.,  the  corporate  general  partner  of
Sunshadow  Apartments,  Ltd.  ("Sunshadow")  and Summerbreeze  Apartments,  Ltd.
("Summerbreeze"),  both of which are limited partnerships. Mr. Williams has been
employed by the Company and its subsidiaries in various capacities since January
1984.  From  January  1982 to  December  1983,  he was the  managing  partner of
Williams and Grana,  a firm engaged in public  accounting.  From January 1978 to
December 1981, Mr.  Williams was employed as a senior tax accountant  with Price
Waterhouse & Co. Joseph M. Williams is the nephew of Francis M. Williams.

     Michael Gold has been a Director of the Company since  November  1987.  For
more than the past five years, Mr. Gold has been a partner in the Niagara Falls,
New York law firm of Gold and Gold.

     R. Donald Finn has been a Director of the Company since  November 1992. For
more than the last five  years,  Mr.  Finn has been a partner in the Law Firm of
Gibson,  McAskill & Crosby  located in  Buffalo,  New York,  where Mr.  Finn has
practiced law for more than the last 25 years.

                                       52
<PAGE>

     Set forth  below is  information  regarding  certain key  employees  of the
Company:

     John V. Simon Jr., 43, has been  President  and General  Manager of Kimmins
Contracting Corp.,  responsible for supervising utility construction,  since May
1981,  and served as a Vice  President  of the Company  from 1981 until  October
1988. From January 1978 to May 1981, Mr. Simon owned Simon Construction Company,
a company that performed site work and utilities and demolition projects.

     Section  16(a)  Beneficial  Ownership  Reporting  Compliance.  Pursuant  to
Section  16(a)  of the  Securities  Exchange  Act of 1934 and the  rules  issued
thereunder,  the  Company's  executive  officers and  directors  and any persons
holding more than 10 percent of the Company's  common stock are required to file
with the  Securities  and Exchange  Commission  and the New York Stock  Exchange
reports of their initial ownership of the Company's common stock and any changes
in ownership of such common stock. Specific due dates have been established, and
the Company is required to disclose in its Annual  Report on Form 10-K and Proxy
Statement  any  failure  to file such  reports  by these  dates.  Copies of such
reports are required to be furnished to the Company.  Based solely on its review
of  the  copies  of  such  reports   furnished   to  the  Company,   or  written
representations that no reports were required, the Company believes that, during
1996, all of its executive  officers  (including the Named Executive  Officers),
directors and persons  owning more than 10 percent of its common stock  complied
with the Section 16(a)  requirements,  except that Forms 5 were not timely filed
for Francis M. Williams, Joseph M. Williams, and John V. Simon, Jr.


Item 11. Executive Compensation

     Summary  Compensation  Table.  The following table provides certain summary
information  concerning  compensation  paid or  accrued by the  Company  and its
subsidiaries  to the Chief Executive  Officer and all other  executive  officers
whose salary and bonus  exceeded  $100,000 for the year ended  December 31, 1999
(the "Named Executives"):

<TABLE>
<CAPTION>
                                             SUMMARY COMPENSATION TABLE

                                                                                Long Term Compensation
                                             Annual Compensation                        Awards
                                             -------------------                        ------
                                                                                      Securities
     Name and                                                 Other Annual            Underlying            All Other
Principal Position        Year    Salary      Bonus           Compensation         Options/SAR's (#)      Compensation (1)
------------------        ----    ------      -----           ------------         -----------------      ----------------
<S>                       <C>     <C>         <C>             <C>                      <C>                <C>

Francis M. Williams       1999    $ 126,345   $   -0-         $  -0-                   420,000            $    1,775
   Chairman of the Board  1998    $ 119,991   $193,217        $  -0-                       -0-            $      996
   President and          1997    $ 172,120   $   -0-         $  -0-                       -0-            $      996
   Chief Executive Officer

John V. Simon, Jr.         1999   $ 126,353   $   -0-         $  -0-                    21,333 (2)        $    1,612
   President of Kimmins    1998   $ 126,069   $ 30,000        $  -0-                       -0-            $    1,698
   Contracting Corp.       1997   $ 100,019   $108,032        $  -0-                    71,666 (2)        $    1,698
   Contracting
Corp.
</TABLE>


(1)  Represents  the Company's  contribution  to the  employee's  account of the
Company's  401(k) Plan and premiums paid by the Company for term life  insurance
and long-term  disability.  These plans,  subject to the terms and conditions of
each plan, are available to all employees.

(2) Reflects  21,333  options  granted during 1999 upon  cancellation  of 21,333
options originally granted in 1997.
<PAGE>
     Grant of Options.  During 1999, options were granted to Francis M. Williams
in  recognition  of his  performance.  In addition,  options were  cancelled and
regranted for Mr. Simon. No stock  appreciation  rights (SARs) have been granted
by the Company.  The following table sets forth information  regarding the grant
of options in 1999:

<TABLE>
<CAPTION>

                                              OPTION/SAR GRANTS IN LAST FISCAL YEAR (1999)

                                                         % of
                                                         Total
                                        Number of      Options/SARs
                                        Securities      Granted                                 Potential Realizable
                                        Underlying         to                                   Value at Assumed
                                        Options/SARs    Employees    Exercise                   Annual Rates of
                                        Granted         in Fiscal     Price     Expiration      Appreciation for
                Name                       (#)            Year      ($/Sh)(3)   Date(4)            Option Term
                                                                                             -----------------------
                                                                                              5%($)         10%($)
 ------------------------------------   -----------    -----------   --------   ----------   -----------------------
<S>                                     <C>              <C>        <C>         <C>          <C>            <C>

 Francis M. Williams                    420,000(1)       60.08%      $   .275   03-15-09     72,637         184,077

 John V. Simon, Jr.                     21,333(2)        3.05%           .25    03-15-09     11,268          28,554

_____________
</TABLE>

(1)  The  options  vest and become  exercisable  on a  cumulative  basis on each
     anniversary  following  the  grant  date at the rate of 20% per year on the
     first through fifth anniversaries.

(2)  The  options  vest and become  exercisable  on a  cumulative  basis on each
     anniversary  following  the  grant  date at the rate of 20% per year on the
     first through fifth  anniversaries.  The options were originally granted in
     1997 and were  exchanged  for options  with an exercise  price equal to the
     closing market price of Kimmin' common stock on March 15, 1999.

(3)  The exercise  price was based upon the closing  market price on the date of
     grant.  In the case of Mr.  Williams,  the  exercise  price was 110% of the
     market price.

(4)  Options  are  subject  to  earlier  termination  in  the  event  of  death,
     disability, retirement, or termination of employment.

     Aggregated  Option/SAR  Exercises  in Last Fiscal Year and Fiscal Year- End
Option/SAR  Values. The following table summarizes the net value realized on the
exercise of options in 1999 and the value of outstanding  options as of December
31, 1999, for the Named Executives.

                                       53
<PAGE>
<TABLE>
                                 AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                        AND FISCAL YEAR-END OPTION/SAR VALUES
<CAPTION>
                                                                            Number of
                                                                            Securities              Value of
                                                                            Underlying            Unexercised
                                                                           Unexercised            In-the-Money
                                                                         Options/SARs at        Options/SARs at
                                    Shares                                 Year-End (#)         Year-End ($) (1)
                                   Acquired              Value             Exercisable/           Exercisable/
            Name                on Exercise (#)       Realized ($)        Unexercisable          Unexercisable
            ----                ---------------       ------------        -------------          -------------
<S>                                   <C>                 <C>            <C>                      <C>

Francis M. Williams                   -0-                 $-0-            84,000/336,000           $3,150/12,600

John V. Simon, Jr.                    -0-                 $-0-            14,333/57,333            $896/3,583
</TABLE>

(1)  Value is calculated using the Company's closing stock price on December 31,
     1999,    per   share   less   the   exercise   price   for   such   shares.

     Compensation  Committee  Interlocks and Insider  Participation.  During the
year ended December 31, 1999, Mr. Francis M. Williams,  the Company's  President
and Chairman of the Board of Directors,  served as President and Chairman of the
Board of Directors  of  TransCor,  and Mr.  Norman S.  Dominiak  served as Chief
Financial Officer of the Company and TransCor.

     Compensation  of Directors.  During the year ended  December 31, 1999,  the
Company paid non-officer  Directors an annual fee of $5,000 and $1,000 per board
meeting  attended.  Directors  are  reimbursed  for all  out-of-pocket  expenses
incurred in attending  Board of Directors and committee  meetings.  In addition,
Mr. Gold received $20,000 as compensation for option buyouts.

Stock Option and Other Plans
----------------------------

1987 Stock Option Plan

     The  Company  adopted a stock  option plan (the  "Plan")  pursuant to which
975,000 shares of common stock were originally  reserved for issuance to persons
upon exercise of options  designated as "incentive  stock  options,"  within the
meaning of Section 422A of the Internal  Revenue code of 1986 (the "Code"),  and
non-qualified stock options. The purpose of the Plan is to attract,  retain, and
motivate  officers and other  full-time  employees  of the Company,  and certain
other persons  instrumental  to the success of the Company,  and to provide them
with a means to acquire a proprietary interest in the Company.

     The Plan is administered by a committee  consisting of three members of the
Board of  Directors.  The exercise  price of an incentive  stock option  granted
under the Plan may not be less than the fair market value of the common stock at
the time the option is granted  (110 percent of fair market value in the case of
an incentive  stock option granted to an employee owning more than 10 percent of
the voting stock of the Company).  The exercise price of a  non-qualified  stock
option  granted  under  the Plan may be any  amount  determined  by the Board of
Directors but not less than the par value of the common stock on the date of the
grant. Options granted under the Plan must, in general, expire no later than ten
years from the date of the grant  (five years from the date of grant in the case
of an incentive  stock option granted to an employee owning more than 10 percent
of the voting stock of the  Company).  All options  granted to date provide that

                                       54
<PAGE>

the  grantees'  rights vest over five years from the date of grant.  At December
31, 1999,  Francis M.  Williams  held 420,000  options to purchase the Company's
Stock at $0.275 per share of which 84,000  shares are  exercisable.  At December
31, 1999,  Joseph M.  Williams  held 113,333  options to purchase the  Company's
stock at $0.25 per share of which 22,667 shares are exercisable. At December 31,
1999, John V. Simon, Jr., held 71,666 options to purchase the Company's stock at
$0.25 per share, of which 14,333 shares are  exercisable.  At December 31, 1999,
Norman S. Dominiak held 7,500 options to purchase the Company's  common stock at
$0.25 per share of which 1,500 options are exercisable.

Savings and Profit-Sharing Plan
-------------------------------

     The Company offers a savings and profit  sharing plan (the "401(k)  Plan"),
which  qualifies  under  Sections  401(a) and (k) of the Code.  Employees of the
Company and certain  affiliates who have been employed for a specified period of
time are eligible to participate in the 401(k) Plan. All  contributions  made by
the  employees'  vest  immediately.  Amounts  contributed by the Company vest 20
percent after three years of service and 20 percent each year thereafter.

Employee Stock Ownership Plan
-----------------------------

     Effective  January 1, 1989,  the Company formed the ESOP for the benefit of
the  employees  of the Company and its  subsidiaries  to purchase  shares of the
Company's  common  stock from time to time on the open  market or in  negotiated
transactions at prices deemed to be attractive and,  simultaneously,  the Profit
Participation Plan was merged into the ESOP.  Contributions to the ESOP are made
at the discretion of the Board of Directors. During 1989, the ESOP acquired from
the Company's President  approximately  772,000 shares of common stock at a cost
of  $5,100,000.  The shares were  acquired in exchange for a note payable to the
President.  Simultaneously  with such purchase,  the President purchased certain
receivables and interests in certain investments from the Company for a purchase
price of $5,100,000, which was paid by the assignment to the Company of the note
received  from the ESOP.  The note was  funded,  during  March  1990,  through a
long-term  bank  financing  agreement  guaranteed by the Company.  Expenses with
respect to the ESOP include the recognition of interest  expense relating to the
ESOP debt and to earned  compensation.  For the year ended  December  31,  1999,
interest expense and compensation  expense relating to the ESOP were $59,335 and
$840,000, respectively. There was no unpaid ESOP debt as of December 31, 1999.


Item 12. Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth the number of shares of the Company's common
stock  beneficially  owned as of March 31,  2000,  by (i)  persons  known by the
Company to own more than 5 percent of the  Company's  outstanding  common stock,
(ii) by each  Named  Executive  and  director  of the  Company,  and  (iii)  all
executive officers and directors of the Company as a group:

<TABLE>
<CAPTION>

                                                                                        Percent of
                                                                             Percent       Total
Name and Address of                                                             of        Voting
Beneficial Owner(1)            Title of Class           Number of Shares      Class        Power
-------------------            --------------           ----------------      -----        -----
<S>                           <C>                       <C>                  <C>            <C>

Francis M. Williams            Common Stock              2,602,735              53.4%
                               Class B Common Stock      1,666,569      (2)    100.0%       65.3%
Joseph M. Williams             Common Stock                399,417      (3)      8.2%        6.1%

John V. Simon, Jr.             Common Stock                 42,095      (4)      0.9%        0.7%

Michael Gold                   Common Stock                 13,523      (5)         *           *

George Chandler                Common Stock                  8,554      (6)         *           *

Norman S. Dominiak             Common Stock                  2,588      (8)         *           *

All executive officers and     Common Stock              3,067,212   (2)(3)     63.0%
Directors as a group                                                 (5)(7)                  72.4%
(five persons)                 Class B Common Stock      1,666,569      (8)    100.0%

</TABLE>

                                       55
<PAGE>

(1)  The  addresses of all officers  and  directors of the Company  above are in
     care of the Company at 1501 Second Avenue, East, Tampa, Florida 33605.

(2)  Includes  2,130,236  shares  owned  directly  by Mr.  Francis M.  Williams;
     includes  84,000 shares  issuable  upon  exercise of currently  exercisable
     stock  options;  133,333  shares owned by  Summerbreeze  and 121,750 shares
     owned by Sunshadow,  both of which Mr. Williams is the sole  shareholder of
     the corporate  general  partner and a 50 percent  limited partner (see Item
     13, "Certain Relationships and Related Transactions");  48,909 shares owned
     by Mr.  Williams'  wife;  30,493 shares held by Mr. Williams as Trustee for
     his wife and  children;  37,913  shares held by Mr.  Williams as  Custodian
     under the New York  Uniform  Gifts to Minors  Act for his  children;  1,067
     shares held by Kimmins Realty Investment,  Inc., which is owned 100 percent
     by Mr.  Williams;  and 15,034 shares held by the Company's  401(k) and ESOP
     Plans of which Mr.  Williams is fully  vested.

(3)  Includes  32,500  shares owned by Mr.  Joseph M.  Williams;  22,667  shares
     issuable upon exercise of currently exercisable stock options; 3,030 shares
     held by the Company's  401(k) and ESOP Plans of which Mr. Williams is fully
     vested;  and 3,030  shares  held by the  Company's  401(k) Plan and ESOP of
     which Mr. Williams is a trustee with shared voting and investment power.

(4)  Includes  1,500 shares owned by Mr.  Simon;  14,333  shares  issuable  upon
     exercise of currently  exercisable stock options; and 26,262 shares held by
     the Company's 401(k) and ESOP plans of which Mr. Simon is fully vested.

(5)  Includes 1,150 shares owned by Mr. Gold;  5,775 shares  currently  owned by
     Mr.  Gold's  wife;  2,898 held by Mr. Gold as trustee for Mr.  Gold's minor
     children;  and 3,700 shares issuable upon exercise of currently exercisable
     stock options.

(6)  Includes  5,154 shares owned by Mr. Finn;  and 1,700 shares  issuable  upon
     exercise of currently exercisable stock options.

(7)  Includes  131,095  shares  issuable upon exercise of currently  exercisable
     stock options; 41,844 shares held by the Company's 401(k) and ESOP Plans of
     which certain officers of the Company are fully vested;  and 341,220 shares
     held by the  Company's  401(k) and ESOP Plans of which the Secretary of the
     Company is a trustee.

(8)  Includes  1,500 shares that may be purchased  by Mr.  Dominiak  pursuant to
     immediately  exercisable  options;  and 1,088 shares held by the  Company's
     ESOP Plan, of which Mr. Dominiak is fully vested.

     *Less than one percent.

Item 13. Certain Relationships and Related Transactions

     The Company had a note  receivable in an original amount of $3,638,696 from
Sunshadow Apartments,  Ltd., and Summerbreeze Apartments, Ltd., two Florida real
estate  limited  partnerships  (collectively,  the  "Apartments"),  of which Mr.
Francis M. Williams is the sole shareholder of the corporate general partner and
was the sole limited partner. The note receivable originally accrued interest at
prime plus 1.375  percent,  increasing  to prime plus 2 percent on July 1, 1995,
with principal and interest payable in monthly installments through December 31,
1999,  and was  guaranteed  by Mr.  Williams.  The  Company  did not receive any
interest or principal payments during 1997 relating to this note receivable, and
management  of the  Company  discontinued  recognition  of  interest  income  of
approximately $551,000 for the year. Amounts due from the Apartments at December
31, 1996, were approximately $3,851,000.

                                       56
<PAGE>

     On October 22, 1997,  the Company  contributed  its note  receivable  in an
original amount of approximately $3,851,000 from Sunshadow Apartments, Ltd., and
Summerbreeze Apartments, Ltd., and other receivables of approximately $3,059,000
for a non-controlling 49 percent preferred limited  partnership  interest in the
Apartments. The Company will be allocated 49 percent of operating income, losses
and cash flow. The preference in the Company's equity interest in the Apartments
occurs  upon  the  sale  of the  underlying  partnership  properties.  Upon  the
occurrence of a capital  transaction,  the Company would receive cash flows from
the  sale  or  refinancing  of the  Apartments'  assets  equal  to  its  capital
contribution  prior to any other partner  receiving any proceeds.  See Note 8 of
Notes to Consolidated Financial Statements for additional information.

     Mr. Francis M. Williams,  the Company's President and majority stockholder,
also  controls  Cumberland,  a property  and  casualty  insurance  company  that
provides  insurance for specialty sureties and performance and payment bonds for
contractors.  Through  Cumberland,  the Company  has  obtained  performance  and
payment bonds in connection with certain of its contracts and projects. The fees
that the Company paid for these  services for the years ended  December 31, 1997
and 1998, were approximately  $43,000 and $29,000,  respectively.  There were no
related fees paid to Cumberland for the year ended December 31, 1999.

     The  Company  recorded  bond  fees of  approximately  $82,000  during  1999
although  none were paid.

     On November 5, 1996, the Company  received  1,723,290  shares of Cumberland
common stock in exchange for the term note of  $5,169,870  due from  Cumberland.
The  Cumberland  common  stock had a fair market value of $3.00 per share on the
date of the exchange,  based upon the quoted market  price.  This  investment is
accounted for under the equity method,  and the Company's interest in Cumberland
represents an ownership  share of  approximately  31.6 percent.  At December 31,
1998 and 1999,  the  market  value of the  Cumberland  common  stock held by the
Company was approximately $3,447,000 and $2,585,000, respectively.

     On November  10,  1998,  TransCor  loaned  $1,000,000  to  Cumberland.  The
TransCor loan to Cumberland is evidenced by a convertible term note which is due
November 10, 2001. Quarterly interest payments are due beginning January 1, 1999
at a rate of one half of one percent over the rate  established by  NationsBank.
TransCor has the right,  after six months,  to convert the  principal  amount of
note into shares of common  stock of  Cumberland  at $3.00 per share.  Effective
July 1,  1997,  employees  associated  with  TransCor's  demolition  contracting
services unit was transferred to Kimmins  Contracting  Corp.  ("KCC"),  a wholly
owned subsidiary of the Company, for administrative and accounting purposes.  As
a result,  contracting  services  previously  performed by employees of TransCor
were  subcontracted to KCC. For the year ended December 31, 1998,  TransCor paid
$2,716,000  to KCC for  services  rendered  by  Kimmins as a  subcontractor.  In
addition,  TransCor rented  equipment from KCC for use in performing  demolition
contracts.   TransCor  incurred  approximately   $2,573,000  and  $1,822,000  in
equipment  rental  charges  with KCC for the  years-ended  December 31, 1997 and
1998. All new demolition projects were handled directly by KCC in 1999.

     On August 14, 1998,  the Company  acquired an additional  297,200 shares of
common stock in TransCor from Francis M. Williams, President and Chief Executive
Officer.  The  acquisition  increased the Company's  ownership  percentage to 81
percent  from 74 percent and results in the ability to  consolidate  the Company
and TransCor for federal income tax purposes on a prospective basis.

     During the year ended December 31, 1998, TransCor contributed $1,000,000 to
the Kimmins Terrier  Foundation,  a private foundation  controlled by Francis M.
Williams.

     Effective  with the sale of Kimmins  Recycling  during  1998,  the  Company
accrued $1,000,000 payable to Mr. Francis M. Williams for a 10-year  non-compete
agreement.

     Qualex,  which is  controlled  by Mr.  Francis M.  Williams,  provides some
services,  including  legal  counsel to the Company.  During  1999,  the Company
recorded approximately $97,000 for these services.
<PAGE>

     Effective  with the sale of Kimmins  Recycling  during  1998,  the  Company
accrued $1,000,000 payable to Mr. Francis M. Williams for a 10-year  non-compete
agreement. In 1999, the accrual amount remained unchanged. There is an agreement
to convert the $1,000,000  payable to common stock during the year 2000. As part
of the  agreement,  the Class B stock owned by Mr.  Francis M.  Williams will be
retired (see Notes 3 and 15 to Consolidated  Financial Statements for additional
information).


Subsequent Events
-----------------

     The Company  received two  settlements on the  Pascagoula  claim during the
first quarter of 2000. On January 3, 2000, the Company  received  $874,048 which
paid the outstanding  Accounts Receivable,  including retainage,  related to the
Pascagoula claim. This amount was included in the Accounts Receivable balance at
December 31, 1999.  During February 2000, the Company  received  $801,000 on the
Pascagoula claim, which represented  interest and penalties on the claim amount.
This amount was not included in the Company's  financial  statements at December
31, 1999.

                                       57
<PAGE>

                                     PART IV

Item 14. Exhibits, Financial Statement, Schedules, and Reports on Form 8-K

(a)  List of documents filed as part of this Report

     1.   Financial Statements

         - Report of  Independent  Certified  Public  Accountants - Consolidated
           balance sheets at December 31, 1998 and 1999
         - Consolidated statements of operations for each of the three years in
           the period ended December 31, 1999
         - Consolidated statements of comprehensive income for each of the three
           years in the period ended December 31, 1999
         - Consolidated statements of stockholders' equity for each of the three
           years in the period ended December 31, 1999
         - Consolidated statements of cash flows for each of the three years in
           the period ended December 31, 1999
         - Notes to consolidated financial statements

     2.   Financial Statement Schedule

          II- Valuation and Qualifying Accounts

     All other  Schedules  are omitted  since the  required  information  is not
present or is not present in amounts  sufficient  to require  submission  of the
Schedules,  or because the  information  required  is included in the  financial
statements and notes thereto.

     3. The  following  documents are filed as exhibits to this Annual Report on
Form 10-K:

          2.1       -Plan and Agreement of Merger  (incorporated by reference to
                    Appendix A to the Company's  definitive  Proxy Statement for
                    its 1999 Annual  Meeting of  Stockholders,  dated August 16,
                    1999,  filed with the  Commission  on August  16,  1999 (the
                    "Proxy Statement")).

          3.1       -Articles of Incorporation  of the Registrant  (incorporated
                    by reference to Appendix B to the Proxy Statement).

          3.2       -Bylaws of the Registrant  (incorporated by reference to the
                    Registrant's  Current  Report on Form 8-K dated  October 19,
                    1999 as filed with the Securities and Exchange Commission).

          10.1 1    -Stock Option Plan

          10.2 1    -Form of Stock Option Agreement for Executives

          10.3 2    -The Apartments Partnership Agreements

          10.4 2    -Term  Notes  for  equipment  financed  with  Caterpillar
                    Financial Services

          10.5 3    -Stock  Purchase  Agreement  dated August 14, 1998 between
                    the Company and Francis M. Williams

          10.6 4    -Stock  Purchase  Agreement  between  TransCor and Eastern
                    Environmental Services dated July 17, 1998

          10.7      -Second   Amended  and  Restated  Loan   Agreement   between
                    Registrant and SouthTrust Bank, N.A.

          10.8      -Amendment to Second Amended and Restated Loan Agreement

          16.1      -Letter re Change in Certifying Accountant  (incorporated by
                    reference to Exhibit 99.1 of the Registrant's Current Report
                    on Form  8-K  dated  November  18,  1999 as  filed  with the
                    Securities and Exchange Commission)

          21        -Subsidiaries of the Registrant

          23.1      -Consent of Ernst & Young LLP

          23.2      -Consent of Giunta, Ferlita & Walsh, PA

          27        -Financial Data Schedule (for SEC use only)


     1    Previously  filed on June 29, 1989, as part of Registrant's  Form S-8,
          File No. 33-29612, and incorporated herein by reference thereto.

     2    Previously  filed on July 2, 1998 as part of the  Registrant's  Annual
          Report on Form 10-K for the year ended  December  31,  1997,  File No.
          1-10489 and incorporated herein by reference thereto.

     3    Previously filed on April 15, 1999 as part of the Registrant's  Annual
          Report on Form 10-K for the year ended  December  31,  1998,  File No.
          1-10489 and incorporated hereby by reference thereto.

     4    Previously  filed as part of  TransCor's  amended  Form 8-K,  File No.
          1-11822, filed on August 4, 1998

(b)      Reports on Form 8-K.

     The Registrant  filed a Report on Form 8-K dated October 19, 1999 reporting
the completion of the Registrant 's reincorporation merger.

     The Registrant filed a Report on Form 8-K dated November 18, 1999 reporting
that the Registrant changed its accountants.


                                       58
<PAGE>
                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunder duly authorized.


                                  KIMMINS CORP.



Date:          April 11, 2000                By: /s/ Francis M. Williams
       ----------------------------          -----------------------------------
                                             Francis M. Williams
                                             President


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

Date:             April 11, 2000             /s/ Francis M. Williams
       ----------------------------          -----------------------------------
                                             Francis M. Williams
                                             President and Director
                                             (Chief Executive Officer)


Date:             April 11, 2000             /s/ Joseph M. Williams
       ----------------------------          -----------------------------------
                                             Joseph M. Williams
                                             Secretary/Treasurer


Date:             April 11, 2000             /s/ Norman S. Dominiak
       ----------------------------          ----------------------------------
                                             Norman S. Dominiak
                                             Vice President and Chief Financial
                                             Officer
                                             (Principal Accounting and Financial
                                             Officer)

Date:              April 11, 2000            /s/ Michael A. Gold
       ----------------------------          -----------------------------------
                                             Michael A. Gold, Director


Date:
       ----------------------------          -----------------------------------
                                             R. Donald Finn, Director



<PAGE>
                                 EXHIBIT INDEX


Exhibit No.                       Description
-----------                       -----------

2.1       Plan and Agreement of Merger  (incorporated by reference to Appendix A
          to the  Company's  definitive  Proxy  Statement  for its  1999  Annual
          Meeting  of  Stockholders,  dated  August  16,  1999,  filed  with the
          Commission on August 16, 1999 (the "Proxy Statement")).

3.1       Articles of Incorporation of the Registrant (incorporated by reference
          to Appendix B to the Proxy Statement).

3.2       Bylaws  of  the   Registrant.   (incorporated   by  reference  to  the
          Registrant's  Current  Report on Form 8-K dated  October  19,  1999 as
          filed with the Securities and Exchange Commission).

10.1 1    Stock Option Plan

10.2 1    Form of Stock Option Agreement for Executives

10.3 2    The Apartments Partnership Agreements

10.4 2    Term  Notes  for  equipment  financed  with  Caterpillar  Financial
          Services

10.5 3    Stock Purchase  Agreement  dated August 14, 1998 between the Company
          and Francis M. Williams

10.6 4    Stock Purchase Agreement between TransCor and Eastern  Environmental
          Services dated July 17, 1998

10.7*     Second  Amended and Restated Loan Agreement  between  Registrant and
          SouthTrust Bank, N.A.

10.8*     Amendment to Second Amended and Restated Loan Agreement

16.1      Letter re Change in Certifying  Accountant  (incorporated by reference
          to Exhibit 99.1 of the  Registrant's  Current Report on Form 8-K dated
          November  18,  1999  as  filed  with  the   Securities   and  Exchange
          Commission)

21*       Subsidiaries of the Registrant

23.1*     Consent of Ernst & Young LLP

23.2*     Consent of Giunta, Ferlita & Walsh, PA

27*       Financial Data Schedule (for SEC use only)

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

 * Filed herewith.

1         Previously  filed on June 29, 1989, as part of Registrant's  Form S-8,
          File No. 33-29612, and incorporated herein by reference thereto.

2         Previously  filed on July 2, 1998 as part of the  Registrant's  Annual
          Report on Form 10-K for the year ended  December  31,  1997,  File No.
          1-10489 and incorporated herein by reference thereto.

3         Previously filed on April 15, 1999 as part of the Registrant's  Annual
          Report on Form 10-K for the year ended  December  31,  1998,  File No.
          1-10489 and incorporated hereby by reference thereto.

4         Previously  filed as part of  TransCor's  amended  Form 8-K,  File No.
          1-11822, filed on August 4, 1998.