United States Securities and Exchange Commission
                             Washington, D.C. 20549

Form 10-KSB

(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, 2000

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

            For the transition period from            to
                                           ----------    ----------

                        Commission file number : 0-29509

               ENVIRONMENTAL OIL PROCESSING TECHNOLOGY CORPORATION
--------------------------------------------------------------------------------
                 (Exact name of business issuer in its charter)

         UTAH                                                   82-0520055
--------------------------------------------------------------------------------
State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                              Identification No.)

2801 Brandt Avenue, Nampa, Idaho                                   83687
--------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)

Issuer's telephone number:          (208)-463-0063    Fax:     (208)463-7601
                                    --------------            --------------

Securities registered under Section 12(b) of the Exchange Act:

        Title of each class           Name of each exchange on which registered


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

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

Securities registered under 12(g) of the Exchange Act:
                            Common Stock no par value
--------------------------------------------------------------------------------
                                (Title of class)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports)
                                                             Yes _X_,  No ___,
and (2) has been subject to such filing requirements for the past 90 days.
                                                             Yes _X_,  No ___

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

                                       1
<PAGE>


     State issuer's revenues for its most recent fiscal year. $3,716,927. -

     State the aggregate market value of the voting and non-voting common equity
held by  non-affiliates  computed by  reference to the price at which the common
equity was sold, or the average bid and asked prices of such common  equity,  as
of a  specified  date within the past 60 days:  The  aggregate  market  value of
equity held by  non-affiliates on March 5, 2001, at the price of $0.56 per share
was $24,446,575.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

     Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes[ ] No[ ].

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     State the number of shares  outstanding of each of the Issuers's classes of
common equity, as of the latest practicable date. December 31, 2000 , 72,020,116
shares of no par value common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

     If the following documents are incorporated by reference,  briefly describe
them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the documents is incorporated;  (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities  Act"). The listed
documents should be clearly described for identification  purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990).

Transitional Small Business Disclosure Format.  Yes ___, No _X_.









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<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

History and Business Development.

     Environmental  Oil  Processing  Technology  Corporation  (EVOP)  is a  Utah
corporation with an Idaho subsidiary  corporation  Environmental  Oil Processing
Technology,  Inc., with offices of both corporations and its pilot plant located
at 2801 Brandt Avenue,  Nampa,  Idaho 83687.  The location is  approximately  16
miles West of Boise,  Idaho.  The primary  business of the Company is to design,
fabricate and market processing plants that will re-refine waste lubricating oil
into petroleum  products naphtha (gasoline) and diesel for fuel to power motors,
and  residuum to be used in asphalt  products  and as burner  fuel.  The on site
pilot  plant  started  test  operations  in  December  of 1999 and is  presently
refining used motor lubricating oil as designed.  Management  intends to operate
the present  processing  plant as a pilot project,  and to fabricate and operate
additional  plants as  Company  owned  plants  nationally  and  internationally.
Ancillary to the Nampa processing plant and in order to develop a feed source of
used lubricating oil, the Company,  and its predecessors,  have developed a used
lubricating  oil gathering  and  collecting  system which it has been  operating
since 1994.

     Management's  intent and the design of the  processing  plant is to produce
useful  petroleum  based  products from used motor  lubricating  oil that is now
considered an  environmental  problem in most parts of the developed  world.  In
addition to  eliminating  any  environmental  hazard from the  accumulation  and
processing of used  lubricating  oil the resulting  petroleum  products will (a)
fuel diesel and gasoline  engines,  (b) provide burner fuel to generate heat for
many applications including the production of electrical energy in co-generating
systems,  and (c) add usable  ingredients  to  different  asphalt  applications.
Management  intends to fabricate and operate  refining plants and  co-generating
plants located in both the  continental  United States and in foreign  countries
where there is access to used  lubricating oil. To assist in the fabrication and
installation of new plants, the Company acquired Project Development Industries,
L.L.C.,  ("PDI") a project development firm located in Denver,  Colorado, who is
internationally  known  for  their  expertise  in the  gasoline  production  and
refining   industries.   (See  "Development   Subsidiary:   Project  Development
Industries,  LLC ("PDI")  page 5). The Company  has been  approached  by several
continental  and  international  firms who have  expressed  interest in having a
processing  plant in their locality to manage the used lubricating oil surpluses
and to  provide  petroleum  products  and  electrical  power in their  locality.
Notwithstanding  the intent to continue  making  improvements  in the processing
plant,  as  a  research-pilot   facility,   Management  believes  the  plant  is
commercially  operational for processing  used  lubricating oil and for refining
diesel, naphtha, and residuum asphalt products.

     History of Business: EOPT's initial predecessor in business,  Environmental
Oil Services Company, LLC, was organized and financed in 1994 for the purpose of
(i)  locating in  Southwestern  Idaho a  processing  plant for  processing  used
lubricating  oil, and (ii)  establishing a gathering system to generate the used
oil feed for such a plant,  with the intent of re-refining the used  lubricating
oil into marketable petroleum products. In 1994 the said predecessor company (i)
purchased  four vacuum tank trucks,  installed a tank farm to contain,

                                       3
<PAGE>

separate and  circulate  the used oil and began  gathering  used oil  throughout
southern  Idaho,  eastern  Oregon and eastern  Washington,  and (ii) purchased a
processing  plant from a manufacturing  company in the East, which was installed
at the present location.  Notwithstanding several weeks of continuous efforts by
the  manufacturer and the predecessor  company,  the plant was unable to perform
according  to the  manufacturer's  claims,  and,  after  months  of  effort  and
experimentation,  and evaluation by petroleum engineers,  the refining plant was
demolished and removed.  While considering  alternatives for a processing plant,
and in order to maintain its sources for used  lubricating  oil, the predecessor
company  continued  the waste oil  gathering  business,  and marketed the oil to
local and coastal used-oil consumers, even though operating at a loss.

     In early 1995 the predecessor  company retained Jacobs Engineering Group in
Denver,  Colorado,  to design and develop a plant to process and re-refine  used
lubricating oil into petroleum products. Following Jacob's design and subsequent
"on site"  construction  inspections,  the predecessor  company  constructed the
presently   existing   processing   plant  compliant  with  all  EPA  and  other
governmental regulations. The plant conducted initial test runs in April and May
of 1997,  and  established  that the  production  of  naphtha,  diesel and other
by-products was feasible.  After evaluating the estimated cost of completing and
implementing  the  post-refinement  process  equipment for producing diesel fuel
meeting road  specifications,  along with the market potential at that time, the
then current management elected to discontinue the completion of the plant.

     In December of 1997, the predecessor  company  Environmental  Oil Services,
Inc.,  ("EOS")  organized  and owned by Mr. N. Tod Tripple,  acquired all of the
existing business of Environmental Oil Services Company,  LLC, with the issuance
of its stock.  During  the  calendar  year  1998,  EOS  continued  the  business
activities of the predecessor Environmental Oil Services Company,  including the
gathering of used  lubricating  oil and the handling of related  hazardous waste
materials,  and continued the evaluation of the processing plant with the intent
of producing  marketable  petroleum  products.  In March of 1999 EOS merged with
EOPT, (also principally owned by N. Tod Tripple) the Company,  that is presently
operating the business and completing the processing plant.

     Presently the processing plant is a fully "permitted plant" meeting all the
requirements  of the EPA and all Federal and Sate air quality  requirements  and
all other governmental  agencies.  The final operating  procedures are under the
supervision of Project Development Industries, L.L.C., a wholly owned subsidiary
of the Company ("PDI").

     Description  of Current  Business.  With respect to the Nampa  research and
pilot plant, the Company currently continues to gather used lubricating oil, and
has expanded the gathering to include used oil filters,  collecting  waste water
for treatment, and collecting antifreeze for recycling through other processors.
The  gathering  system  operates in the  geographical  areas  commonly  known as
southwestern and southeastern  Idaho, the tri-cities area of eastern Washington,
and eastern Oregon. Presently the Company gathers in excess of 2,300,000 gallons
of used-oil  annually,  and maintains in storage in excess of 800,000 gallons of
waste  oil for  inventory  of feed  fuel for the  anticipated  operation  of the
processing  plant.  The used oil that is  gathered is  cleaned,  dewatered,  and
prepared as plant feed oil.  Any  residual oil not used as feed oil, or residual
oil that is not  processed by the plant is resold to  customers  who are able to
burn clean  used-oil,  namely  asphalt  manufacturing  plants  and other  remote
construction  products  manufacturers  who  require  heat  in  their  production
processes, and some fuel has been marketed

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<PAGE>

to western coastal areas for use as bunker fuel in the ocean shipping  industry.
The Company is now marketing the products  from the plant  operation,  including
naphtha, diesel oil, and residuum. In October of 1999, the Company completed the
installation  of a  reconditioned  water cleaning plant to purify the water from
the processing plant operation,  as well as other  contaminated  water collected
from customers for treatment.  The treated water is then of a quality acceptable
for introduction into the local sewer system.

     Management considers the plant operational,  and is presently experimenting
with the  optimal  operating  conditions  and  volume.  The plant is designed to
refine in excess of 5,000,000  gallons of used-oil  annually,  and to produce in
excess of 3,500,000 gallons of naphtha,  diesel and residuum (burner) fuels. The
plant uses the non liquid  gasses  that are  produced in the process of refining
for the purposes of generating  the heat  required in operating  the  processing
plant. In the event and at such time as the processing plant is operational, the
Company will commence expanding its gathering system and enter into arrangements
to  acquire  used  motor  lubricating  oil  from  other  commercial   gatherers.
Management  is of the  present  opinion  that it will  be  able to  acquire  the
additional  feed oil  necessary to operate the  processing  plant on a full time
basis, which is approximately eleven months out of the year.

     On a  larger  scale  the  Company  is  negotiating  for and  seeking  other
locations for the  construction  of additional  plants for providing the same or
similar  services as the Nampa facility,  with the added potential of generating
electrical  power. On March 22, 2001, the Company  announced that it had entered
into an  agreement  for the  purchase  of 20 acres of land in the Reno,  Nevada,
industrial  park for the  construction  of two refining  plants,  and had made a
Purchase Order for three gas powered turbine power generators for the project to
generate electrical power for the power grid market. (See Form 8K dated March 8,
2001, and filed on Edgar March 22).

Development Subsidiary: Project Development Industries, LLC ("PDI").

     In August,  1999, The Company  acquired PDI, a wholly owned subsidiary as a
Colorado  limited  liability  company,  who is a development firm located at 555
Zang Street, Suite 302, Lakewood, Colorado, 80228.

     PDI is a full  services  development  company which  includes  engineering,
design,  procurement,  fabrication  and  installation  services.  The core staff
generally ranges between 25 and 30 employees including 6 engineers (depending on
the  contracted  work).  The  remaining  employees are  designers,  estimating &
installation  personnel,   staff,  management  and  supervisory  personnel.  PDI
specializes in processing,  compression,  storage and transportation  facilities
for the  oil  refining/natural  gas,  pipeline,  chemical,  mineral,  and  power
generation  industries.  Their experience includes block mounted,  skid mounted,
and offshore  facilities,  and  compliance  with  environmental  and  regulatory
requirements of OSHA, PSM, HAZOP, Clear Air Act,  environmental  assessments and
permitting. Grayson M. Evans is the CEO and President of PDI.

     The purchase was  consummated  with 3,500,000  shares of common stock and a
contingent  promissory note in the amount of $6,000,000  payable $2,000,000 each
year commencing in March of 2001, provided that the annual payment is reduced by
the percentage that PDI does not generate  $600,000 in profits for the preceding
12 months.  The overall  purchase  price is reduced by the  percentage  that PDI
fails to generate  profits of  $1,800,000  during the preceding 36 months on the
due  date  of the  third  anniversary  payment.  Because  the  note  payable  is
contingent it has not

                                       5
<PAGE>


been recorded in the financial statement.

     Competition.  Management is not aware of any competitors who re-refine used
lubricating oil, however,  there are other entities that gather used lubricating
oil  for  the  purpose  of  filtering  and   otherwise   cleaning  the  oil  for
re-distribution  as  lubricating  oil.  Such  businesses  may be  considered  as
competitors  for the used  lubricating  market,  however,  Management  is of the
opinion that as a result of the greater margin or profit available to re-refined
petroleum  products,  that such filtering and cleaning  businesses will not be a
material factor in the operating of the Company's business.

Employees.

     Effective the date of this report, Registrant has 70 full time employees.

ITEM 2.  DESCRIPTION OF PROPERTY.

     The Company's administrative offices, oil gathering headquarters, tank farm
and processing  plant  including  ancillary  structures,  are located on Company
owned  property at 2801 Brandt Avenue,  Nampa,  Idaho,  83687.  Nampa is located
about 16 miles West of Boise, Idaho.

     In stock  recapitalization  transactions the Company acquired the property,
buildings  and  other  improvements,  tank  farm,  vacuum  tank  trucks,  office
facilities  and  waste oil  processing  plant  from  predecessor  companies  who
originally  purchased the bare ground and constructed  all of the  improvements,
tank farm, processing plant, and all ancillary buildings and improvements.

     The properties include:

     a.   The real property  consists of 6.09 acres of industrial zoned property
          in three industrial lots, with all of the improvements constructed and
          presently  contained on two of the lots,  and the other is unimproved.
          There  presently  remains a purchase money deed of trust in the amount
          of $85,677 due the Nampa Industrial Corporation.

     b.   The  administration  building includes  approximately 3300 square feet
          with approximately 1800 square feet of office space on two floors, and
          approximately  1400 square feet of shop and warehouse area for storage
          and inventory of parts and equipment.

     c.   The tank farm consists of a concrete floor area and retaining walls to
          control any  spillage,  and now has 25 metal storage  tanks,  together
          with piping,  pumps and controls for  circulating  the contents of the
          tanks. The present storage area of the tanks is approximately  477,769
          gallons and will be used to contain and store used oil, water, diesel,
          naphtha, and residuum.

     d.   The  processing  plant is the Company's  Model 600, which has a design
          flow rate of approximately 365 BPD  (approximately  15,370 gallons per
          day),  and is known in the  industry  as a  "thermal  cracking  vacuum
          distillation process plant".

                                       6
<PAGE>



     e.   The Company's  rolling  stock  (trucks and trailers)  consists of four
          10-wheeler vacuum trucks, two transport trucks and trailers,  one dump
          truck and two cargo trucks.

     f.   The Company  has under lease 5  additional  storage  tanks  located in
          different  parts of the service area to  facilitate  the gathering and
          storing of waste oil.  Four of the tank leases are on a month to month
          rental,  and the fifth is under a one year extension  which expires in
          October of 2000. The monthly cost of such tanks is $2,475.


ITEM 3. LEGAL PROCEEDINGS.

     There is no pending  litigation  involving the Registrant,  and to the best
knowledge of  management  there is no  threatened  litigation,  the  unfavorable
resolution of which would have a material  adverse  effect on the business,  the
financial position or results of operations of Registrant.

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

     None.


                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS.

     a. Market for Common Stock.  Registrant's  common stock started  trading in
January 2001 and is  currently  traded on the NASDAQ  over-the-counter  Bulletin
Board under the symbol "EVOP".  Accordingly  there is no bid and ask information
for the year 2000.

     b. Holders of Common Stock. The approximate  number of holders of record of
the  Registrant's  was 4,870 as of December 31, 2000. A number of the  Company's
record  shareholders are  broker/dealers  who are holding record title for other
customers,  and accordingly  management believes the actual number of beneficial
holders  of its  common  stock is greater  than the  number of  shareholders  of
record.

     c. Dividends. There have been no cash or other distributions or dividends.

     d. Unregistered  Equity  Securities  Sold by Registrant  During  the Fourth
        Quarter of 2000.

     During the last  quarter of year 2000  Registrant  issued  common  stock of
Registrant without registration under the Securities Act in private transactions
(Section 4(2) exemption) to the class of persons indicated, without discounts or
commissions, for cancellation of debt and services rendered.

                                       7
<PAGE>


<TABLE>
<CAPTION>

Date            Shares          Price           Value           Consideration           Purchasers
----            ------          -----           -----           -------------           ----------

<S>              <C>            <C>           <C>                   <C>              <C>
10/27/00         5,000          $1.00         No Market             $5,000           Joseph Blackwell

</TABLE>


ITEM 6. MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION.

     Management's  present  plan is to develop its Reno Project  which  includes
three 10MW  simple  cycle gas  turbine  power  generator  sets and two  used-oil
refineries.  Registrant  has  entered  escrow  to  purchase  20  acres  of  Reno
industrial  property  and has ordered the three  generator  sets to be delivered
June 25, 2001, and to be operational by August 1, 2001. Registrant has secured a
$10,500,000 loan from a non-shareholder  private lender to purchase the land and
the generator  sets.  Until the refineries  are operating,  fuel produced by the
Nampa  facility will be transported  to Reno for operating the  generators,  and
other fuel will, as needed,  be purchased in the open market. A Request for Bids
has  been  published  for the sale of  electrical  power  from the Reno  Project
commencing in August of this year.

     Engineering is in process by PDI (wholly owned  subsidiary of EVOP) for the
first  refining  plant in the Reno Project which is expected to be completed and
operational  by year end.  The cost of the  refining  plant is  projected  to be
approximately  $10,000,000.  The Company plans to use $8,000,000 from the credit
facility  provided  by  Emerson  Electric  and  needs  to raise  the  additional
$2,000,000  from either lending sources or from an offering of its common stock.
Management also estimates that it will need to raise approximately $1,000,000 to
cover the short fall in its operating revenues.

     The Company's other subsidiary,  PDI, is expanding the marketing of its oil
field  services  with the recent  upswing of oil  exploration  world  wide.  PDI
expects to continue to be  profitable  in 2001 due to the strong  demand for its
oil field  services  and  expects  to use those  profits to pay down its line of
credit and related party debt.

     EOPT's  operations  as of year end December 31,  2000,  reflected  sales of
refined used oil products of  approximately  $783,000 against a cost of sales of
approximately  $63,000 and an operating loss for the year of $1,959,023 when all
the other costs  associated  with the used oil  processing  plant were included.
During the year ended  December 31, 2000,  PDI was able to increase  revenues to
approximately  $2,934,000 and held  operating  costs to $2,868,000 so that there
was a income  from  operations  of $66,294.  When other  costs were  considered,
including  interest  expense  $103,660  the  total  loss  for  the  Company  was
approximately  $1,959,000 at year end December 31, 2000. The material components
of operating expenses for EOPT of approximately  $2,742,000 were salary,  wages,
and  benefits of  $1,226,000  including  $230,000  for the value of common stock
issued for services,  professional fees of $183,000,  repairs and maintenance of
$117,000 and depreciation of $77,000. The material components of PDI's operating
expenses were salary,  wages,  and benefits of $1,984,000,  outside  services of
$245,200 and rent of $106,000.

     EOPT operations for the seven months  December 31, 1999 reflected  revenues
of $281,389 with a cost of sales of $17,265 for a gross margin of $264,124. When
all other expenses were  considered  including,  the training of plant operators
and work on the processing plant, the total loss from operations was $5,533,464.

                                       8
<PAGE>

     On an  annualized  basis EOPT's  revenues  were  $482,000  which means that
revenues  grew  $301,000 or 62% in the  calendar  year ended  December 31, 2000.
Operating  expenses were $9,486,000 which translates to a decrease of $6,744,000
or 71%.  This  decrease  reflects  completion  of the  Company's  first used oil
refinery in Nampa,  Idaho.  EOPT expects revenues to grow in 2001 with its first
full year of operations.  PDI's revenues for the seven months ended December 31,
1999 were $1,422,703.  Its operating expenses were $1,628,703.  On an annualized
basis  revenues  would  have  been  $2,439,000  and  expenses  would  have  been
$2,792,000.  This  means that  revenues  in year 2000 grew  $495,000  or 20% and
expenses grew only $76,000 or 3%.

LIQUIDITY AND CAPITAL RESOURCES

     Management  does not expect that  revenues from the operation of the Nampa,
Idaho  facility will be sufficient  to cover its  administrative  costs in 2001.
However with the planned completion in Fall of 2001 of the Reno, Nevada facility
management  believes  that  sufficient  revenues will be generated by the end of
2001 to meet its operating costs.

ITEM 7.  FINANCIAL STATEMENTS.

     Included  herewith are the audited  Financial  Statements of Registrant for
the years ended December 31, 2000, and December 31, 1999.

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

     None.

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

     The  Management of EVOP is under the direct control of a board of directors
consisting  of  three  directors  who  are  elected  at the  annual  meeting  of
shareholders. Following the annual meeting of shareholders after the election of
the directors,  the board of directors is to hold the organizational  meeting at
which time the officers are appointed.

     9.1  Directors and Officers.
<TABLE>
<CAPTION>

------------------------------------ ---------- --------------------------------------- -----------------------------
Name                                 Age        Position                                Date Appointed
------------------------------------ ---------- --------------------------------------- -----------------------------
<S>                                  <C>        <C>                                     <C>
Norvin T. (Tod) Tripple              64         Director, President and CEO             February 14, 2000
------------------------------------ ---------- --------------------------------------- -----------------------------
Leo B. (Tony) Tripple                58         Director and Vice Pres.                 February 14, 2000
------------------------------------ ---------- --------------------------------------- -----------------------------
Marilyn J. Tripple                   64         Director and Secretary                  February 14, 2000
------------------------------------ ---------- --------------------------------------- -----------------------------
Grayson M. Evans                     55         Director                                February 14, 2000
------------------------------------ ---------- --------------------------------------- -----------------------------
</TABLE>


                                       9
<PAGE>



     The  directors  of the  Company  are elected to serve until the next annual
shareholder's  meeting or until  their  respective  successors  are  elected and
qualified. Officers of the Company hold office until the meeting of the Board of
Directors after the next annual  shareholders's  meeting or until removal by the
Board of  Directors.  There  are no  arrangements  or  understandings  among the
Officers  and  Directors  pursuant to which any of them were elected as Officers
and Directors.

Family Relationships:

     Tod Tripple and Marilyn  Tripple are husband and wife,  and Tod Tripple and
Tony Tripple are brothers. .

Business Experience of Officers and Directors:

     Norvin T. (Tod) Tripple.  Mr. Tod Tripple has been in senior  management of
the Company and its predecessors since the latter part of 1994, and has been the
President  and CEO of the Company and it immediate  predecessor  since  December
1997.  He was Idaho  Division  Sales  Manager  for Harbor Oil of  Portland  from
1992-1994, and President of Touch Technologies, Inc. from 1984-1992.

     Leo B. (Tony)  Tripple.  Mr. Tony Tripple is Vice  President and CFO of the
Company and its predecessor  effective  September of 1999. He was comptroller of
Graphic Arts  Publishing of Boise from January 1999 to September  1999. He had a
leave of absence for illness from November 1994 to January of 1999.  Mr. Tripple
served as President and CEO of predecessor  Environmental  Oil Services Company,
LLC from December 1993 to November  1994, and was President of Harbor Oil Co. in
Portland from January 1992 to February 1993.  Mr. Tripple is a Certified  Public
Accountant, and graduated from BYU with a BS degree in 1965.

     Marilyn  J.  Tripple  . Mrs.  Tripple  has  served as  Office  Manager  and
Executive Secretaryfor the Company and its predecessors since inception in 1994.
Previously  she was Office  Manager and  Secretary  for  Rangen's,  Buhl,  Idaho
1993-1994,  and for H & A Land & Cattle,  Inc.,  of  Dietrich,  Idaho  from 1988
-1993.

     Grayson M. Evans. Mr. Evans is the Founder, President, and primary owner of
Project Development  Industries,  LLC (PDI) since September of 1993. He was Vice
President of Engr & Des. For BEI  Engineers/Constructors  from 1989 - 1992,  and
Founder,  Presdent and Owner of GE Designs, Inc. from 1984 - 1989. Mr. Evans has
extensive  experience  since  1967  in  engineering,   design,  fabrication  and
construction of oil and gas related  facilities and projects  including offshore
platforms  and  other  production  facilities.   His  responsibilities  included
overseeing  projects and the  supervision  at times of over 100  employees.  PDI
specializes in new,  modified and  refurbished  skidded  hydrocarbon  processing
facilties for  applications  in both the USA and foreign  markets.  PDI utilizes
computer  engineering  and  Auto-Cad  computer  drafting   capabilities  in  all
disciplines.

     Compliance with Section 16(a) of the Exchange Act:

     None of the  officers,  directors  and 10%  holders  (all 10%  holders  are
officers and directors) filed Form 3 for calendar year 2000, but have filed Form
5 with respects to calendar year 2000. There were no stock  transactions made by
any of such parties during year 2000.

                                       10
<PAGE>


ITEM 10. EXECUTIVE COMPENSATION.

     The year 2000 salary and stock  remuneration paid or accrued by EVOP to the
officers and directors and other benefits received by each of them are set forth
below:

     The financial  statements do not reflect any executive  compensation for N.
Tod Tripple nor for  Marilyan  Tripple  for the fiscal year ended  December  31,
2000, nor is there any executive  compensation  presently established for either
of them for the current year.  Environmental  Oil  Processing  Technology,  Inc.
("EOPT" a subsidiary of  Registrant)  paid the sum of $41,500 to each of Mr. Tod
Tripple and to Mrs.  Marilyn  Tripple in interest  for the twelve  months  ended
December  31,  2000,  on loans  they  previously  made to EOPT,.  EOPT also paid
compensation  of $35,790 to Leo B. (Tony) Tripple and PDI paid  compensation  of
$150,000 to Grayson Evans  (President of PDI) as executive  compensation for the
year ended December 31, 2000.

     There is no agreement for the payment of any salary or compensation at this
time for the directors of EOPT,  or for the  executive  officers or directors of
Environmental  Oil Processing  Technology  Corporation (the parent  company).  .
However,  the Company  anticipates  that any out of pocket expenses of directors
will be paid,  and that directors who are not employed by either the EOPT or the
Registrant will receive  compensation  for attendance and other duties performed
as directors.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:

     The following  table reflects the ownership by the persons  indicated as of
December 31, 2000.

a:   Beneficial  Owners,  known to  Registrant,  owning  more  than 5% of voting
     securities:

<TABLE>
<CAPTION>

Name and Address                          Amount & Nature
of Beneficial Owner                       of Benef. Owner               Catagory                  Percent
----------------                          ---------------               --------                  -------
<S>                                       <C>                           <C>                       <C>
Grayson Evans                             7,000,000                     Director                  8.93%
555 Zang St, Suite, #302
Lakewood, CO 80228

N. Tod and Marilyn Tripple                11,720,195                    Director, Officer         14.96%
2801 Brandt Ave.
Nampa, Idaho 83687

Leo B. (Tony) Tripple                      9,645,322                    Director                  12.31%
2801 Brandt Ave.
Nampa, Idaho 83687

Officers and Directors as a Group         28,365,517                                              36.20%
</TABLE>


                                       11
<PAGE>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:

     (This  is  reported  in 10SB:  "Management  is not  aware  of any  material
transaction,  or a proposed transaction, to which the Registrant was or is to be
a party, in which any director,  executive  officer,  nominee for  directorship,
security-holder  or immediate  family  member had a direct or indirect  material
interest as defined by Rule 404 of Regulation  S-B,  except for the  transaction
between Environmental Oil Processing Technology, Inc. and Grayson Evans in which
EOPT  acquired  PDI  as  described  in  the  paragraph   entitled   "Development
Subsidiary: Project Development Industries, LLC ("PDI")" at page 5).

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     The following report was filed on Form 8-K during the last quarter of 2000:

     The date of the  report  was  October  27  announcing  the  signing  of the
Alliance Agreement with Emerson Performance  Solutions/PC & E. Date of filing on
Edgar was November 3, 2000.

SIGNATURES

     In accordance with  requirements of the Exchange Act, the registrant caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                    Environmental Oil Processing Technology
                                    Corporation

          Date: March 27, 2001      By            /s/
                                       ---------------------------------
                                           Norvin T. (Tod) Tripple


     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  Registrant and in the capacities and on
the dates indicated.

                   /s/             President, CEO & Director    March 27, 2001.
         -----------------------
         Norvin T. (Tod) Tripple

                   /s/             Vice President & Director    March 27, 2001
         -----------------------
         Leo B. (Tony) Tripple

                   /s/             Secretary & Director         March 27, 2001
         -----------------------
         Marilyn J. Tripple

                                       12

<PAGE>
















               ENVIRONMENTAL OIL PROCESSING TECHNOLOGY CORPORATION
               (Formerly TMI Holding Corporation and Subsidiaries)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2000


<PAGE>






                                 C O N T E N T S

Consolidated Balance Sheets................................................. 3

Consolidated Statements of Operations....................................... 5

Consolidated Statements of Stockholders' Equity............................. 6

Consolidated Statements of Cash Flows....................................... 8

Notes to Consolidated Financial Statements................................. 10


<PAGE>



                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors
Environmental Oil Processing Technology Corporation
(Formerly TMI Holding Corporation and Subsidiaries)
Nampa, Idaho

     We  have   audited  the   accompanying   consolidated   balance   sheet  of
Environmental  Oil  Processing  Technology  Corporation  (formerly  TMI  Holding
Corporation  and   Subsidiaries)  as  of  December  31,  2000  and  the  related
consolidated  statements of operations,  stockholders' equity (deficit) and cash
flows for the years ended  December  31, 2000 and May 31, 1999 and for the seven
months ended December 31, 1999. These consolidated  financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable  assurance about whether the  consolidated  financial  statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and disclosures in the  consolidated  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  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
Environmental  Oil  Processing  Technology  Corporation  (formerly  TMI  Holding
Corporation  and  Subsidiaries)  as of December  31,  2000 and the  consolidated
results of their  operations  and their cash flows for the years ended  December
31, 2000 and May 31, 2000 and for the seven months ended  December 31, 1999,  in
conformity with generally accepted accounting principles.

     The  accompanying  consolidated  financial  statements  have been  prepared
assuming that the Company will continue as a going concern. As discussed in Note
7 to the consolidated financial statements, the Company has incurred significant
losses and has a working capital deficit of $584,330,  which raises  substantial
doubt about its ability to continue as a going  concern.  Management's  plans in
regard to these matters are also described in Note 7. The consolidated financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

HJ & Associates, LLC
Salt Lake City, Utah
March 16, 2001


<PAGE>



               ENVIRONMENTAL OIL PROCESSING TECHNOLOGY CORPORATION
               (Formerly TMI Holding Corporation and Subsidiaries)
                           Consolidated Balance Sheets

                                     ASSETS

                                                            December 31,
                                                     --------------------------
                                                         2000           1999
                                                     -----------    -----------

CURRENT ASSETS

   Cash                                              $   273,215    $   193,007
   Trade accounts receivable, less allowance for
     doubtful accounts of $23,000 and $23,000,
     respectively                                        403,998        404,056
   Inventories                                            13,548          6,464
   Other current assets                                  105,264          9,541
                                                     -----------    -----------

     Total Current Assets                                796,025        613,068
                                                     -----------    -----------

PROPERTY, PLANT AND EQUIPMENT (Note 3)                 2,332,146      2,204,153
   Less accumulated depreciation                        (293,439)      (198,954)
                                                     -----------    -----------

     Property, Plant and Equipment, Net                2,038,707      2,005,199
                                                     -----------    -----------

OTHER ASSETS

   Deposits                                                   40           --
   Goodwill, net                                       2,929,786      3,284,912
                                                     -----------    -----------

     Total Other Assets                                2,929,826      3,284,912
                                                     -----------    -----------

     TOTAL ASSETS                                    $ 5,764,558    $ 5,903,179
                                                     ===========    ===========


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

                                       3
<PAGE>



               ENVIRONMENTAL OIL PROCESSING TECHNOLOGY CORPORATION
               (Formerly TMI Holding Corporation and Subsidiaries)
                     Consolidated Balance Sheets (Continued)

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                                 December 31,
                                                           2000            1999
                                                       ------------    ------------
<S>                                                    <C>             <C>

CURRENT LIABILITIES

   Accounts payable                                    $    136,544    $    256,206
   Accrued expenses                                         534,740         443,654
   Line of credit (Note 5)                                  387,367         400,000
   Notes payable - related parties (Note 8)                 239,838         239,838
   Current portion of notes payable (Note 5)                 81,731          45,659
   Deferred revenue                                             135          21,457
                                                       ------------    ------------

     Total Current Liabilities                            1,380,355       1,406,814
                                                       ------------    ------------

LONG-TERM DEBT

   Notes payable - related parties (Note 8)                 632,000         650,000
   Notes payable (Note 5)                                    64,108          99,407
                                                       ------------    ------------

     Total Long-Term Debt                                   696,108         749,407
                                                       ------------    ------------

     Total Liabilities                                    2,076,463       2,156,221
                                                       ------------    ------------

COMMITMENTS AND CONTINGENCIES (Note 4)

STOCKHOLDERS' EQUITY

   Common stock, no par value; 200,000,000 shares
    authorized; and 72,020,116 and 69,683,870 shares
    issued and outstanding, respectively                 12,943,211      11,443,277
   Stock subscription receivable                               --          (400,000)
   Accumulated deficit                                   (9,255,116)     (7,296,319)
                                                       ------------    ------------

     Total Stockholders' Equity                           3,688,095       3,746,958
                                                       ------------    ------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $  5,764,558    $  5,903,179
                                                       ============    ============
</TABLE>


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

                                        4

<PAGE>



               ENVIRONMENTAL OIL PROCESSING TECHNOLOGY CORPORATION
               (Formerly TMI Holding Corporation and Subsidiaries)
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                         For the
                                                                      Seven Months
                                           For the Years Ended            Ended
                                      December 31,        May 31,     December 31,
                                          2000             1999           1999
                                      ------------    ------------    ------------

<S>                                   <C>             <C>             <C>
NET SALES                             $  3,716,927    $    318,588    $  1,704,092

COST OF GOODS                               62,685         267,749          17,265
                                      ------------    ------------    ------------

GROSS MARGIN                             3,654,242          50,839       1,686,827

SELLING, GENERAL AND ADMINISTRATIVE
 EXPENSES                                5,595,733         419,959       7,426,351
                                      ------------    ------------    ------------

LOSS FROM OPERATIONS                    (1,941,491)       (369,120)     (5,739,524)
                                      ------------    ------------    ------------

OTHER INCOME (EXPENSES)

   Interest expense                       (103,680)        (69,677)        (83,602)
   Interest income                          86,374            --             5,944
                                      ------------    ------------    ------------

     Total Other Income (Expense)          (17,306)        (69,677)        (77,658)
                                      ------------    ------------    ------------

INCOME TAX EXPENSE                            --              --              --
                                      ------------    ------------    ------------

NET LOSS                              $ (1,958,797)   $   (438,797)   $ (5,817,182)
                                      ============    ============    ============

BASIC LOSS PER COMMON SHARE           $      (0.03)   $      (0.01)   $      (0.10)
                                      ============    ============    ============

WEIGHTED AVERAGE SHARES
 OUTSTANDING                            70,746,911      41,000,564      59,200,338
                                      ============    ============    ============
</TABLE>

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

                                        5


<PAGE>


               ENVIRONMENTAL OIL PROCESSING TECHNOLOGY CORPORATION
               (Formerly TMI Holding Corporation and Subsidiaries)
                 Consolidated Statements of Stockholders' Equity

<TABLE>
<CAPTION>

                                        Common Stock             Additional
                                ----------------------------       Paid-in      Accumulated    Stockholders'
                                  Shares            Amount         Capital        Deficit           Equity
                                ------------    ------------    ------------    ------------    ------------

<S>                             <C>             <C>             <C>             <C>             <C>
Balance, May 31, 1998             26,395,376    $  1,858,973    $       --      $ (1,040,340)   $    818,633

Forgiveness of note payable
 as contribution of capital             --           487,077            --              --           487,077

Common stock issued for cash      29,210,374         372,563            --              --           372,563

Net loss for the year ended
 May 31, 1999                           --              --              --          (438,797)       (438,797)
                                ------------    ------------    ------------    ------------    ------------

Balance, May 31, 1999             55,605,750       2,718,613            --        (1,479,137)      1,239,476

Purchase of subsidiary             7,000,000       3,500,000            --              --         3,500,000

Common stock issued for cash       2,405,620       1,029,200        (400,000)           --           629,200

Common stock issued for
 services                          7,992,128       3,996,064            --              --         3,996,064

Common stock issued for debt           8,000           4,000            --              --             4,000

Common stock for equipment           425,000         212,500            --              --           212,500

Common stock returned and
 canceled by officer              (9,352,628)           --              --              --              --

Common stock issued in
 recapitalization                  5,600,000            --              --              --              --

Stock offering costs                    --           (17,100)           --              --           (17,100)

Net loss for the seven months
 ended December 31, 1999                --              --              --        (5,817,182)     (5,817,182)
                                ------------    ------------    ------------    ------------    ------------
Balance, December 31, 1999        69,683,870    $ 11,443,277    $   (400,000)   $ (7,296,319)   $  3,746,958
                                ============    ============    ============    ============    ============
</TABLE>

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

                                        6


<PAGE>



               ENVIRONMENTAL OIL PROCESSING TECHNOLOGY CORPORATION
               (Formerly TMI Holding Corporation and Subsidiaries)
           Consolidated Statements of Stockholders' Equity (Continued)

<TABLE>
<CAPTION>

                                      Common Stock         Additional
                               -------------------------     Paid-in     Accumulated    Stockholders'
                                 Shares        Amount        Capital        Deficit        Equity
                               -----------   -----------   -----------    -----------    -----------


<S>                             <C>          <C>           <C>            <C>            <C>
Balance, December 31, 1999      69,683,870   $11,443,277   $  (400,000)   $(7,296,319)   $ 3,746,958

Performance on stock

 subscription                         --            --         400,000           --          400,000

Fractional shares issued               116          --            --             --             --

Common stock issued for cash     2,106,130     1,090,000          --             --        1,090,000

Common stock issued for
 services                          230,000       230,000          --             --          230,000

Forgiveness of note payable
 as contribution of capital           --         179,934          --             --          179,934

Net loss for the year ended
 December 31, 2000                    --            --            --       (1,958,797)    (1,958,797)
                               -----------   -----------   -----------    -----------    -----------
Balance, December 31, 2000      72,020,116   $12,943,211   $      --      $(9,255,116)   $ 3,688,095
                               ===========   ===========   ===========    ===========    ===========
</TABLE>

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

                                        7

<PAGE>


               ENVIRONMENTAL OIL PROCESSING TECHNOLOGY CORPORATION
               (Formerly TMI Holding Corporation and Subsidiaries)
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>

                                                                                For the
                                                     For the Years Ended      Seven Months
                                                    -----------------------      Ended
                                                    December 31,    May 31,   December 31,
                                                        2000         1999        1999
                                                    -----------   ---------   -----------

<S>                                                 <C>           <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES

     Net loss                                       $(1,958,797)  $(438,797)  $(5,817,182)
     Adjustments to reconcile net loss to net cash
      used by operating activities:
       Depreciation and amortization                    449,611      12,847       329,081
       Common stock issued for services                 230,000        --       3,996,064
     Changes in operating assets and liabilities:

       Accounts receivable                                   58     (12,934)       89,158
       Inventories                                       (7,084)     (4,365)       18,545
       Other assets                                     (95,763)     (2,276)        3,080
       Accounts payable and accrued expenses            (49,898)     23,431      (202,472)
                                                    -----------   ---------   -----------

         Net Cash (Used) by Operating Activities     (1,431,873)   (422,094)   (1,583,726)
                                                    -----------   ---------   -----------

  CASH FLOWS USED IN INVESTING ACTIVITIES

     Cash received in purchase of subsidiary               --          --         204,850
     Capital expenditures                              (127,993)    (15,867)      (90,149)
                                                    -----------   ---------   -----------

         Net Cash Provided (Used) by Investing

          Activities                                   (127,993)    (15,867)      114,701
                                                    -----------   ---------   -----------

  CASH FLOWS FROM FINANCING ACTIVITIES

     Payments of stock offering costs                      --          --         (17,100)
     Issuance of common stock for cash                1,490,000     859,640       629,200
     Borrowings from company officers                   179,934        --         239,838
     Payments on long-term debt                         (29,860)    (50,314)      438,729
                                                    -----------   ---------   -----------

         Net Cash Provided by Financing Activities    1,640,074     809,326     1,290,667
                                                    -----------   ---------   -----------

  NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                                      80,208     371,365      (178,358)

  CASH AND CASH EQUIVALENTS,
   BEGINNING OF PERIOD                                  193,007        --         371,365
                                                    -----------   ---------   -----------

  CASH AND CASH EQUIVALENTS,
   END OF PERIOD                                    $   273,215   $ 371,365   $   193,007
                                                    ===========   =========   ===========
</TABLE>


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

                                        8
<PAGE>



               ENVIRONMENTAL OIL PROCESSING TECHNOLOGY CORPORATION
               (Formerly TMI Holding Corporation and Subsidiaries)
                Consolidated Statements of Cash Flows (Continued)

<TABLE>
<CAPTION>
                                                                                           For the
                                                         For the Years Ended             Seven Months
                                                    ----------------------------            Ended
                                                    December 31,         May 31,         December 31,
                                                       2000               1999               1999
                                                    -----------         --------        --------------

<S>                                                   <C>                <C>               <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION

  Cash paid for interest                              $77,929            $3,732            $50,157
  Cash paid for taxes                                 $   --             $  --             $   --
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH
 FINANCING ACTIVITIES

Year ended December 31, 1999:

   The  President  of the Company  forgave
   a $487,077  note  payable to him as a
   contribution of capital to the Company.

Seven months ended December 31, 1999:

   Purchase of  subsidiary  for common stock valued at  $3,500,000  Common stock
   issued for debt valued at $4,000. Common stock issued for equipment valued at
   $212,500

Year ended December 31, 2000:

   The  President  of the Company  forgave a $179,934  note  payable to him as a
   contribution of capital to the Company.


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


                                        9
<PAGE>



               ENVIRONMENTAL OIL PROCESSING TECHNOLOGY CORPORATION
               (Formerly TMI Holding Corporation and Subsidiaries)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a. Business Description

     Environmental Oil Processing  Technology  Corporation (formerly TMI Holding
     Corporation and  Subsidiaries)  (the Company) was incorporated in the State
     of Utah on  December  21,  1999 for the  purpose  of  holding  records  and
     documents relating to a specific oil and gas project.

     Environment Oil Processing Technology,  Inc. (EOPTI) is a reseller of waste
     oil products.  The  Company's  customer  base is in Idaho,  Washington  and
     Oregon.  EOPTI operates a waste oil refinery  plant to produce  naphtha and
     diesel fuel and other petroleum products from waste oil.

     Project Development  Industries,  LLC (PDI) was formed and began operations
     in September  1993 as a Project  Development,  Inc. At January 1, 1995, PDI
     was reorganized as an LLC. PDI performs professional  engineering,  design,
     procurement,  fabrication and installation services.  Services are provided
     to the oil refining, natural gas, pipeline,  chemical,  minerals, and power
     generation industries.

     On  February  7,  2000,  the  Company  and   Environmental  Oil  Processing
     Technology,  Inc. completed an Agreement and Plan of Reorganization whereby
     the Company  issued  64,083,870  shares of its common stock in exchange for
     all of the  outstanding  common  stock of EOPTI.  Immediately  prior to the
     Agreement and Plan of  Reorganization,  the Company had 5,600,000 shares of
     common stock issued and outstanding.

     The  acquisition was accounted for as a  recapitalization  of EOPTI because
     the  shareholders  of EOPTI  control  the  Company  after the  acquisition.
     Therefore,  EOPTI  is  treated  as  the  acquiring  entity.  There  was  no
     adjustment to the carrying  value of the assets or  liabilities of EOPTI in
     the exchange.  The Company is the acquiring  entity for legal  purposes and
     EOPTI is the surviving  entity for accounting  purposes.  Accordingly,  the
     historical  financial  statements  of EOPTI are  presented  as those of the
     Company. The Company has adopted a December 31, year end.

     b. Merger

     In  August  1999,  EOPTI  acquired  substantially  all  of the  assets  and
     liabilities of PDI in exchange for 7,000,000 shares of the Company's common
     stock. All of the PDI shareholders became shareholders in the Company.  The
     acquisition  was accounted for as a purchase.  These  financial  statements
     include the  operations of PDI from the  effective  date of the purchase of
     March 31,  1999.  The assets and  liabilities  of PDI are recorded at their
     fair value with the excess recorded as goodwill.


                                       10

<PAGE>


               ENVIRONMENTAL OIL PROCESSING TECHNOLOGY CORPORATION
               (Formerly TMI Holding Corporation and Subsidiaries)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


     c. Pervasiveness of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that  affect the  reported  amounts of revenues  and  expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

     d. Concentration of Credit Risk

     Financial   instruments   which   potentially   subject   the   Company  to
     concentrations  of  credit  risk  consist  principally  of cash  and  trade
     receivables. The Company places its temporary cash investments in reputable
     financial institutions. At December 31, 2000, the Company had $149,214 on a
     deposit with one financial  institution in excess of the amounts insured by
     the FDIC.

     The Company routinely assesses the financial strength of its customers. The
     Company  normally does not require  prepayments to support customer orders.
     At December 31, 2000, one customer accounted for 36% of total receivables.

     e. Significant Customer

     During the seven months ended December 31, 1999 and the year ended December
     31, 2000,  one customer  accounted  for more than 10% of the  Company's net
     sales.

     f. Operating Segment Information

     For the seven  months ended  December 31, 1999 and the year ended  December
     31,  2000 the  Company  operated in two  industry  segments,  (1) waste oil
     products at the Company's  headquarters in Nampa,  Idaho, and (2) petroleum
     engineering services at the Company's offices in Denver,  Colorado. For the
     year ended May 31, 1999 all of the Company's  operations  were in one waste
     oil products industry.

<TABLE>
<CAPTION>
                                          For the
                                        Period Ended
                                        December 31,              PDI                    EOPTI                   Total
                                        ------------          -----------             -----------             -----------

<S>                                           <C>             <C>                     <C>                     <C>
          Net Sales                           1999            $ 1,422,703             $   281,389             $ 1,704,092
                                              2000              2,934,163                 782,764               3,716,927

          Operating income (loss)
           Applicable to industry             1999               (206,060)             (5,533,464)             (5,739,524)
                                              2000                    226              (1,941,717)             (1,941,491)
</TABLE>


                                       11

<PAGE>



               ENVIRONMENTAL OIL PROCESSING TECHNOLOGY CORPORATION
               (Formerly TMI Holding Corporation and Subsidiaries)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


     f. Operating Segment Information (continued)

<TABLE>
<CAPTION>

<S>                                                       <C>              <C>                    <C>                    <C>
          General corporate                               1999                  --                     --                     --
                                                          2000                  --                     --                     --

          Other Income (Expense)                          1999               (54,501)               (23,157)               (77,658)
                                                          2000               (64,692)                47,386                (17,306)

          Operating Assets                                1999             3,758,007              2,145,172              5,903,179
                                                          2000             3,356,104              2,408,454              5,764,558
</TABLE>

     g. Property, Plant and Equipment

     Property and equipment are stated at cost. The refinery  facility is stated
     at fair market value as of the date that it was acquired by EOS, Inc. (June
     1998),  based upon an independent  third party appraisal.  Additions to the
     refinery  facility  after  June 1998 are  stated at cost.  Depreciation  on
     property and equipment is calculated on the  straight-line  method over the
     estimated useful lives of the assets.

     h. Revenue Recognition

     The  Company  records  oil and  gas  revenue  upon  shipment.  The  Company
     recognizes engineering revenues upon completion of the services.

     i. Fair Value of Financial Instruments

     Based on borrowing rates currently  available to the Company for bank loans
     with  similar  terms  and  maturities,  the  fair  value  of the  Company's
     long-term debt approximates the carrying value.  Furthermore,  the carrying
     value of all other financial  instruments  potentially subject to valuation
     risk  (principally  consisting of accounts  receivable and accounts payable
     also approximates fair value.

     j. Basic Loss Per Share

     The Company  adopted the  provisions  of Statement of Financial  Accounting
     Standards ("SFAS") No. 128, "Earnings Per Share" that established standards
     for the  computation,  presentation  and  disclosure  of earnings per share
     ("EPS"),  replacing the  presentation of Primary EPS with a presentation of
     Basic EPS. It also requires dual  presentation of Basic EPS and Diluted EPS
     on the face of the income  statement  for  entities  with  complex  capital
     structures.  Basic EPS is based on the  weighted  average  number of common
     shares outstanding during the

                                       12
<PAGE>



               ENVIRONMENTAL OIL PROCESSING TECHNOLOGY CORPORATION
               (Formerly TMI Holding Corporation and Subsidiaries)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     j. Basic Loss Per Share (Continued)

     period,  which  totaled  70,746,911  for the year ended  December 31, 2000,
     59,200,338  for the seven months ended December 31, 1999 and 41,000,564 for
     the year ended May 31,  1999.  The Company did not present  diluted EPS, as
     the Company dues not have any potentially dilutive instruments outstanding.

     k. Goodwill

     The  excess of the  purchase  price  over the fair  value of the assets and
     liabilities acquired in the purchase of PDI of $3,551,256 has been recorded
     as goodwill.

     The goodwill is  amortized  using the  straight-line  method over 10 years.
     Amortization expense was $355,126 for the year ended December 31, 2000.

     l. Principles of Consolidation

     The consolidated  financial  statements  include those of Environmental Oil
     Processing  Technology  Corporation  (formerly TMI Holding Corporation) and
     its wholly-owned  subsidiaries.  PDI is a wholly-owned  subsidiary of EOPTI
     and EOPTI is a  wholly-owned  subsidiary of  Environmental  Oil  Processing
     Technology Corporation (formerly TMI Holding Corporation).  All significant
     intercompany accounts and transactions have been eliminated.

     m. New Accounting Pronouncements

     The  Company  has  adopted  the   provisions  of  FASB  Statement  No.  138
     "Accounting for Certain Derivative Instruments and Hedging Activities,  (an
     amendment of FASB  Statement No. 133.)" Because the Company had adopted the
     provisions  of FASB  Statement  No.  133,  prior  to June  15,  2000,  this
     statement is effective  for all fiscal  quarters  beginning  after June 15,
     2000.  The  adoption  of  this  principal  had no  material  effect  on the
     Company's consolidated financial statements.

     The  Company  has  adopted  the   provisions  of  FASB  Statement  No.  140
     "Accounting   for  Transfers   and   Servicing  of  Financial   Assets  and
     Extinguishments  of Liabilities (a replacement of FASB Statement No. 125.)"
     This statement provides accounting and reporting standard for transfers and
     servicing of financial  assets and  extinguishments  of liabilities.  Those
     standards are based on  consistent  application  of a  financial-components
     approach  that  focuses on control.  Under that  approach,  the transfer of
     financial assets, the Company recognized the financial and servicing assets
     it controls and the  liabilities  it has incurred,  derecognizes  financial
     assets when control has been surrendered, and derecognizes liabilities when
     extinguished.    This   statement   provides   consistent   standards   for
     distinguishing  transfers of financial assets that are sales from transfers
     that are secured borrowings.  This statement is effective for transfers and
     servicing of financial assets and extinguishments of liabilities  occurring
     after March 31,  2001.  This  statement is effective  for  recognition  and
     reclassification   of   collateral   and  for   disclosures   relating   to
     securitization  transactions  and  collateral for fiscal years ending after
     December 15, 2000. The adoption of this principal had no material effect on
     the Company's consolidated financial statements.

                                       13
<PAGE>



               ENVIRONMENTAL OIL PROCESSING TECHNOLOGY CORPORATION
               (Formerly TMI Holding Corporation and Subsidiaries)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


     m. New Accounting Pronouncements (Continued)

     The Company has adopted the  provisions of FIN 44  "Accounting  for Certain
     Transactions Involving Stock Compensation (an interpretation of APB Opinion
     No. 25.)" This  interpretation  is effective July 1, 2000. FIN 44 clarifies
     the  application  of Opinion No. 25 for only  certain  issues.  It does not
     address any issues  related to the  application of the fair value method in
     Statement No. 123.  Among other issues,  FIN 44 clarifies the definition of
     employee for purposes of applying  Opinion 25, the criteria for determining
     whether  a  plan  qualifies  as  a  noncompensatory  plan,  the  accounting
     consequence  of various  modifications  to the terms of a previously  fixed
     stock option or award, and accounting for an exchange of stock compensation
     awards in a business  combination.  The adoption of this  principal  had no
     material effect on the Company's consolidated financial statements.

NOTE 2 - INVENTORIES

     Inventories at December 31, 2000 and 1999 consisted of unrefined  waste oil
     products.  The  inventory  is  valued  at the  lower of cost or market on a
     first-in, first-out basis.

NOTE 3 - PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment consist of :

<TABLE>
<CAPTION>
                                                               December 31,
                                                    -----------------------------------
                                                       2000                    1999
                                                    -----------             -----------

<S>                                                 <C>                     <C>
          Office equipment                          $   183,280             $   147,046
          Construction-in-Progress                         --                       343
          Refinery equipment                          1,695,262               1,628,193
          Vehicles                                       96,982                  71,949
          Land                                          246,622                 246,622
          Buildings                                     110,000                 110,000
                                                    -----------             -----------

          Total property and equipment                2,332,146               2,204,153
           Less accumulated depreciation               (293,439)               (198,954)
                                                    -----------             -----------

          Property and equipment, net               $ 2,038,707             $ 2,005,199
                                                    ===========             ===========
</TABLE>


     The estimated useful lives used to depreciate property and equipment are as
     follows:

               Office Furniture                            5-7 years
               Machinery and Equipment                     10 years
               Buildings                                   20 years

     The Company recorded  depreciation expense of $94,485,  $62,737 and $12,847
     for the year ended  December 31, 2000,  the seven months ended December 31,
     1999 and for the year ended May 31, 1999, respectively.

                                       14
<PAGE>



               ENVIRONMENTAL OIL PROCESSING TECHNOLOGY CORPORATION
               (Formerly TMI Holding Corporation and Subsidiaries)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 4 - COMMITMENTS AND CONTINGENCIES

     Operating Leases

     The Company leases various oil storage tanks in Idaho and Washington  under
     five operating lease agreements.

     Four of the five leases are  month-to-month  requiring 30 days cancellation
     notice  by either  party.  The four  agreements  require  monthly  payments
     totaling $2,125.

     The fifth lease  agreement  expires in October  1999 and  requires  monthly
     payments of $350. The agreement provides for a one-year option to renew.

     Total lease expense under these agreements was $29,360, $20,606 and $29,700
     for the year ended  December 31, 2000,  the seven months ended December 31,
     1999 and for the year ended May 31, 1999.

     PDI leases office space under the terms of an agreement extending to August
     31,  2003.  Rental  expense  for the years ended  December  31,  2000,  and
     December 31, 1999, was $106,559 and $94,860,  respectively.  The Company is
     committed to future minimum lease payments are as follows:

          Year ending December 31, 2001                  $105,975
          Year ending December 31, 2002                   110,452
          Eight months ending August 31, 2003              75,625
                                                         --------
                                                         $292,052
                                                         ========

     The lease also provides for early termination,  at the Company's option, at
     the  third  and  fourth  anniversaries  of the  contract.  The lease may be
     terminated by the lessor in the event of bankruptcy of the Company.

     Litigation

     The Company is not aware of any current litigation.

     Retirement Benefits

     PDI  maintains  a  participatory  profit  sharing  plan  under the rules of
     Internal  Revenue  Code  section  401  (k).  There  have  been  no  Company
     contributions for the periods ended December 31, 2000 or 1999.



                                       15
<PAGE>



               ENVIRONMENTAL OIL PROCESSING TECHNOLOGY CORPORATION
               (Formerly TMI Holding Corporation and Subsidiaries)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 5 - NOTES PAYABLE AND LINE OF CREDIT

     The line of credit at December  31, 2000  represents  a $400,000  revolving
     line of credit with a bank.  This line of credit is  collateralized  by the
     assets of the corporation  and carries a variable  interest rate of 1% over
     the Wall Street Journal prime rate. The interest rate at December 31, 2000,
     the 9.5%. The terms of the revolving line of credit required payment of the
     outstanding balance plus accrued interest on September 26, 2000.

     Notes  payable at December  31, 2000  consists of various  notes of finance
     companies,   payable  in  monthly  installments  aggregating  $4,405,  plus
     interest at rates  ranging  from 8.5% to 27.9%,  payable in full at various
     dates through December 2006.

          Total Balance Due at December 31, 2000             $     145,839
                                                             =============


     Minimum  required  principal  payments on long-term debt as of December 31,
     2000 are as follows:

                2001            $ 81,731
                2002              14,403
                2003              14,173
                2004              15,426
                2005              14,953
                Thereafter         5,153
                                --------

                Total           $145,839
                                ========

NOTE 6 - INCOME TAXES

     The tax  effects of  temporary  differences  that give rise to  significant
     portions of the deferred  tax assets at December 31, 2000 is  substantially
     composed of the Company's net operating  loss  carryforward,  for which the
     Company has made a full valuation allowance.

     The valuation allowance increased  approximately $600,000 in the year ended
     December 31, 2000, representing primarily net taxable loss in that year. In
     assessing the  realizability of deferred tax assets,  management  considers
     whether it is more likely than not that some portion or all of the deferred
     tax assets will not be realized.  The ultimate  realization of deferred tax
     assets is dependant upon the generation of future taxable income during the
     periods in which those temporary differences become deductible.  Management
     considers the  scheduled  reversal of deferred tax  liabilities,  projected
     future  taxable   income  and  tax  planning   strategies  in  making  this
     assessment.

                                       16
<PAGE>



               ENVIRONMENTAL OIL PROCESSING TECHNOLOGY CORPORATION
               (Formerly TMI Holding Corporation and Subsidiaries)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 6 - INCOME TAXES (Continued)

     At December 31, 2000, the Company had net operating loss  carryforwards for
     Federal tax  purposes of  approximately  $8,123,000  which is  available to
     offset  future  taxable  income,  if any,  through  2020.  State income and
     franchise  taxes are  immaterial  and are included in selling,  general and
     administrative expenses in the accompanying statement of operations.

NOTE 7 - GOING CONCERN

     The Company  has started to market  completed  waste oil  refineries  to be
     delivered in the year 2000.  Management  expects that the forecasted higher
     sales and cash flow from  operations  will be  adequate to finance the 2000
     cash flow  requirements.  If  successful,  the Company plans to borrow from
     institutional  investors.  Management has developed contingency plans which
     include but are not limited to,  private  stock  placements  to  accredited
     investors.  However,  there can be no  assurance  that the Company  will be
     successful in its plans.  Because the Company has  experienced  substantial
     losses from operations and has a working capital deficit of $584,330, there
     is  substantial  doubt about the  Company's  ability to continue as a going
     concern.

NOTE 8 - NOTES PAYABLE - RELATED PARTIES

     At December 31, 2000,  PDI, has an unsecured  note payable to an officer of
     $237,838 which is due upon demand and bears interest at 10% per annum.  The
     Company has accrued interest payable of $11,357 at December 31, 2000.

     At December 31, 2000 EOPTI has an unsecured note payable of $632,000 due to
     an officer.  The note is due on December 31, 2001. The interest on the note
     payable has been paid to December 31, 2000.

NOTE 9 - PURCHASE OF PROJECT DEVELOPMENT INDUSTRIES, LLC

     Effective March 31, 1999, the Company acquired all of the outstanding stock
     of Project  Development  Industries,  LLC ("PDI") in exchange for 7,000,000
     shares  of its  common  stock  and for a  contingent  promissory  note  for
     $6,000,000.  PDI performs professional  engineering,  design,  procurement,
     fabrication  and  installation  services to the oil refinery,  natural gas,
     pipeline, chemical, minerals and power generation industries.

     The promissory  note is to be paid based upon earnings by PDI. PDI recorded
     a loss for the period from April 1, 1999 to December 31, 1999 and income of
     only $226 for the year ended  December 31,  2000.  PDI and the Company have
     agreed to defer the implementation of the contingency until the year 2002.

                                       17
<PAGE>



               ENVIRONMENTAL OIL PROCESSING TECHNOLOGY CORPORATION
               (Formerly TMI Holding Corporation and Subsidiaries)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 10 - SUBSEQUENT EVENTS

     Effective  January 2001 the Company  entered  into a  consulting  agreement
     whereby it agreed to issue 6,564,999 shares of its common stock and options
     to purchase an additional  1,250,000 shares at $3.00 per share. The Company
     has entered into an amended consulting  agreement as of March 2000 where by
     5,364,999  shares of its common stock were surrendered and the options were
     cancelled upon termination of the consulting services. The remaining shares
     will be valued at $7.81 per share for a total consideration of $9,372,000.



                                       18