<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

               [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934

                  For the period ended February 29, 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     0-21753

SERVICE SYSTEMS INTERNATIONAL, LTD.
Name of  Small Business Issuer in Its Charter


NEVADA                                           88-0263701
State of Incorporation                       I.R.S. Employer
                                            Identification No.

2800 INGLETON AVE.,
BURNABY, B.C., CANADA                            V5C 6G7
Address of Principal Executive Offices           Zip code

604-541-1069
Issuer's Telephone Number

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

NONE

Securities registered under Section 12(g) of the Act:

COMMON STOCK, PAR VALUE $0.001 PER SHARE
Title of class

Check whether the issuer: (1) filed all reports required to be filed by
Section13 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), and (2)
has been subject to such filing requirements for the past 90 days. Yes / X /
No / /

Check whether the registrant 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 court.    Yes     No

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 21,402,712 as of April 13, 2000.


                                                                               1
<PAGE>



                                      INDEX

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

PART I   Financial Information

<TABLE>
<S>                                                                                                               <C>
Item 1.  CONSOLIDATED FINANCIAL STATEMENTS.........................................................................

Consolidated Balance Sheets as of February 29, 2000
         and 1999 (unaudited) ....................................................................................3

Consolidated Statements of Operations for the three months ended
         February 29, 2000 and 1999 (unaudited)...................................................................4

Consolidated Statements of Cash Flows for the three months ended
         February 29, 2000 and 1999 (unaudited)...................................................................5

Notes to the Financial Statements............................................................................6 to 9

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS............10 to 13

Part II           OTHER INFORMATION................................................................................

         1.       LEGAL PROCEEDINGS................................................................................

         2.       CHANGES IN SECURITIES............................................................................

         3.       DEFAULT UPON SENIOR SECURITIES...................................................................

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

         5.       OTHER INFORMATION................................................................................

         6.       EXHIBITS AND REPORTS ON FORM 8K..................................................................

Signatures.........................................................................................................
</TABLE>


                                                                               2
<PAGE>


Part 1.           Financial Information

Item 1.Financial Statements  (unaudited)



                                                                               3
<PAGE>



Service Systems International, Ltd.
Consolidated Balance Sheet
As of February 29, 2000 and 1999
(Unaudited)

<TABLE>
<CAPTION>
                                                              November 30,        November 30,
                                                                 2000                1999
<S>                                                           <C>              <C>
           Assets
Current Assets
       Cash and short-term investments                        $    11,774      $     2,145
       Short-term investments - restricted (Note 3)               268,346          265,722
       Accounts receivable                                        115,538          199,493
       Inventory and contract work in progress                    315,991          276,645
       Prepaid expenses and deposits                               33,802           23,233
                                                              -----------      -----------

Total Current Assets                                              745,451          767,238

Property, Plant and Equipment (Note 4)                             83,709           98,590
Other Assets
       Goodwill ( net of amortization of $1,576,513)              848,895        1,333,976
       Patents and trademarks (Note 5)                            288,289          102,593
                                                              -----------      -----------

Total Assets                                                  $ 1,966,344      $ 2,302,397
                                                              ===========      ===========

           Liabilities and Stockholders' Equity
Current Liabilities
       Bank demand loan (Note 6)                              $     3,320      $    59,690
       Accounts payable                                           205,726          147,897
       Accrued liabilities                                         25,733           35,035
       Vacation pay payable                                        19,443           12,521
       Customer deposits                                           17,654                0
       Loans payable- other (Note 6 )                             593,612                0
       Loans payable-minority shareholders of subsidiary                0           23,251
       Amounts owing to related parties (Note 7)                   62,393          182,460
                                                              -----------      -----------

Total Current Liabilities                                         927,881          460,854

Long Term Debt (Note 8)
       Amounts owing to related parties                           206,230                0
       Loan payable -minority shareholders of subsidiary                0        2,412,584
                                                              -----------      -----------

Total Liabilities                                             $ 1,134,111      $ 2,873,438
                                                              -----------      -----------

Stockholders' Equity (Deficit)

Common stock , $.001 par value,
       50,000,000 shares authorized, 14,981,090
       and 12,773,988 issued and outstanding respectively          14,981           12,774
       Additional paid-in capital                               3,566,371        3,084,608

Allotment for Future Issuance (Note 8)
       Allotment for future issuance (4,213,832 shares)         2,449,383                0

Deficit                                                        (5,198,502)      (3,668,423)
                                                              -----------      -----------

Total Stockholders' Equity (Deficit)                              832,233         (571,041)
                                                              -----------      -----------

Total Liabilities and Stockholders' Equity                    $ 1,966,344      $ 2,302,397
                                                              ===========      ===========
</TABLE>

                 See accompanying notes to financial statements
                                                                              4
<PAGE>



Service Systems International, Ltd.
Consolidated Statements of Operations and Deficit
For the Six months ended February 29, 2000 and 1999
(Unaudited)



<TABLE>
<CAPTION>
                                                                             Six Months       Six Months
                                                                                ended            ended
                                                                            Feb. 29, 2000    Feb. 28, 1999


<S>                                                                         <C>               <C>
Project Revenue                                                             $     49,124      $    158,357
Project Costs                                                                     35,441           130,716
                                                                            ------------      ------------

Gross Profit                                                                      13,683            27,641

Manufacturing Costs Not Applied                                                   57,730            39,060
                                                                            ------------      ------------

                                                                                 (44,047)          (11,419)
                                                                            ------------      ------------
 Expenses
       Selling                                                                   115,468           119,822
       General and administrative                                                260,773           169,763
       Research and development                                                   59,728            82,657
       Amortization of goodwill                                                  242,540           242,540
       Interest, net of interest income and interest recovered (Note 8)         (117,710)           42,701
       Foreign exchange loss                                                      55,294            74,322
                                                                            ------------      ------------

                                                                                 616,093           731,805
                                                                            ------------      ------------

Net Loss for the period                                                          660,140           743,224

Deficit - Beginning of period                                                  4,538,362         2,925,199
                                                                            ------------      ------------

Deficit - End of period                                                     $  5,198,502      $  3,668,423
                                                                            ============      ============


Net Loss per share                                                          $      (0.04)     $      (0.06)
                                                                            ============      ============

Weighted average shares outstanding                                           14,900,183        12,681,488
                                                                            ============      ============
</TABLE>


                 See accompanying notes to financial statements
                                                                              5
<PAGE>


Service Systems International, Ltd.
Consolidated Statements of Cash Flows
(Unaudited)

<TABLE>
<CAPTION>
                                                                  Six Months         Six Months
                                                                     ended              ended
                                                                 Feb 29, 2000       Feb. 28, 1999

<S>                                                              <C>              <C>
Cash Flows to Operating Activities
       Net loss                                                  ($  660,140)     ($  743,224)

Adjustments to reconcile net loss to cash

       Amortization of goodwill                                      242,540          242,540
       Depreciation                                                   22,312           21,359
       Foreign exchange loss                                          55,294           74,322
       Common stock issued for expenses                               40,074                0
       Recovery of interest on Long Term Debt                       (119,670)               0


Change in non-cash working capital items
       Decrease (Increase) in accounts receivable                    194,587          (88,536)
       (Increase) in inventory and contract work in progress         (41,399)         (38,364)
       Decrease in prepaid expenses and deposits                       3,364           12,942
       (Decrease) Increase in accounts payable, accrued
           liabilities, vacation pay payable
           and customers' deposits                                   (47,008)          70,325
                                                                 -----------      -----------
Net Cash Used in Operating Activities                               (310,046)        (448,636)
                                                                 -----------      -----------

Cash Flows (to) from Investing Activities
       Acquisition of short-term investment - restricted              (5,444)         (16,405)
       Additions to patents and trademarks                          (104,901)         (10,109)
       (Acquisition) Disposal of Capital assets                      (14,508)          21,448
                                                                 -----------      -----------

Net Cash (Used in) Provided by Investing Activities                 (124,853)          (5,066)
                                                                 -----------      -----------

Cash Flows from (to) Financing Activities
       (Decrease) in bank demand loan                               (206,061)          59,690
       Common stock issued                                           395,746           11,100
       Increase in loans payable - other                             165,376                0
       Increase in amounts
           Owing to related parties                                   60,924           87,018
       (Decrease) Increase in borrowing from
           Minority shareholder                                   (2,426,680)          90,987
       Allotment for future issuance                               2,449,383                0
                                                                 -----------      -----------

Net Cash Provided by Financing Activities                            438,688          248,795
                                                                 -----------      -----------

Increase (Decrease) in Cash and Cash Equivalents                       3,789         (204,907)

Cash and Cash Equivalents - Beginning of Period                        7,985          207,052
                                                                 -----------      -----------

Cash and Cash Equivalents - End of Period                        $    11,774      $     2,145
                                                                 ===========      ===========
</TABLE>


                See accompanying notes to financial statements

                                                                              6
<PAGE>



Service Systems International, Ltd.
Notes to the Consolidated Financial Statements

1.   Nature of Operations and Continuance of Business
     The Company was incorporated in the State of Nevada in August, 1990 and
     remained inactive until September 1, 1995. The initiation of the Company's
     current business was accompanied by a change of ownership and acquisition
     of UV Systems Technology Inc. (UVS) on December 1, 1996, a Canadian
     company. Through UVS, the Company manufactures and markets its Ultra
     Guard(R) ultra-violet based patented water treatment system.These products
     and systems are sold primarily for municipal waste disinfection, treatment
     of process and industrial waste water, and for potable water, bottled
     products and agriculture and aquaculture water treatment.

     During fiscal 1998 the Company emerged from, for accounting purposes, a
     development stage company to an operating company. Even though its status
     has changed to an operating company, the operating activities have not yet
     produced significant revenue and the Company has experienced significant
     losses to date. The ability of the Company to continue operations is
     dependent upon its successful efforts to raise additional equity financing
     in the long term, continue developing the market for its products, and/or
     the attainment of profitable operations.

2.       Significant Accounting Policies

     CONSOLIDATED FINANCIAL STATEMENTS

     These financial statements include the accounts of the Company, and its
     Canadian subsidiary, UVS, of which the Company owned 50.7% until
     February 14, 2000, when it acquired 100% of UVS' capital stock.

     CASH AND CASH EQUIVALENTS

     Cash and cash equivalents include cash on hand, in banks and all highly
     liquid investments with a maturity of three months or less when purchased.
     Cash equivalents are stated at cost which approximates market.

     PROPERTY, PLANT, AND EQUIPMENT

     Property, Plant, and Equipment are recorded at cost. Depreciation is
     computed on a straight-line method using an estimated useful life of five
     years.

     GOODWILL

     Goodwill represents the excess of purchase consideration over fair market
     value of net identifiable assets acquired, and is amortized on a
     straight-line basis over five years. Goodwill is evaluated in each
     reporting period to determine if there were events or circumstances which
     would indicate inability to recover the carrying amount. Such evaluation is
     based on various

                                                                              7
<PAGE>

     analyses, including discounted cash flows and profitability projections,
     which necessarily involve management judgement.

     PATENTS AND TRADEMARKS

     Patents and trademarks will be amortized to operations over their estimated
     useful lives of twenty years.

     REVENUE RECOGNITION
     Product sales will be recognized at the time goods are shipped. System and
     project revenue will be recognized utilizing the percentage of completion
     method which recognizes project revenue and profit during construction
     based on expected total profit and estimated progress towards completion
     during the reporting period. All related costs are recognized in the period
     in which they occur.

     ESTIMATES

     The preparation of the Company's consolidated financial statements requires
     management to make estimates and assumptions that affect the amounts
     reported in the financial statements and accompanying notes. Actual results
     could differ from these estimates.

     EARNINGS PER SHARE

     The earnings per share is computed by dividing the net income (loss) for
     the period by the weighted average number of common shares outstanding for
     the period. Common stock equivalents are excluded from the computation if
     their effect would be anti-dilutive.

     FOREIGN CURRENCY

     i)  Translation of foreign currency transactions and balances:

         Revenue, expenses and non-monetary balance sheet items in foreign
         currencies are translated into US dollars at the rate of exchange
         prevailing on the transaction dates. Monetary balance sheet items are
         translated at the rate prevailing at the balance sheet date. The
         resulting exchange gain or loss is included in general and
         administration expenses.

     ii) Translation of foreign subsidiary balances:

         Monetary balance sheet items of UVS are translated into US dollars at
         the rates of exchange on the balance sheet date. Non-monetary balance
         sheet items are translated into US dollars at the rate of exchange
         prevailing on the transaction dates. The foreign subsidiary's operating
         results are translated into US dollars using the average exchange rate
         for the year with any translation gain or loss and is included
         separately in operations.

                                                                              8
<PAGE>

3.   Restricted Cash

     In connection with a letter of credit, required under a long-term project
     to be completed in fiscal 2000, the company purchased a C$391,000 face
     value Bankers' Acceptance to be held as a bond for the letter of credit of
     C$390,809.

4.   Property, Plant, and Equipment

      Property, Plant, and Equipment are stated at cost less accumulated
      depreciation.

<TABLE>
<CAPTION>
                                                                                               2000          1999
                                                                            Accumulated      Net Book      Net Book
                                                                Cost       Depreciation        Value         Value
                                                                  $              $               $             $
<S>                                                             <C>            <C>             <C>            <C>
        Computer equipment                                      45,209         25,590          19,619         19,183
        Computer software                                        7,293          3,683           3,610          2,727
        Display equipment                                       33,016         25,537           7,479         12,735
        Office furniture and equipment                          32,480         22,424          10,056         12,685
        Plant jigs, dies, moulds, tools and equipment          104,076         64,391          39,685         42,798
        Leasehold improvements                                  26,724         23,464           3,260          8,462
                                                              --------       --------        --------      ---------

                                                              248,798         165,089          83,709         98,590
                                                              ========       ========        ========      =========
</TABLE>

        Depreciation per class of asset:
<TABLE>
<CAPTION>
                                                                                      $                  $

<S>                                                                                  <C>                 <C>
        Computer equipment                                                           3,984               3,522
        Computer software                                                              811                 507
        Display equipment                                                            3,134               3,183
        Office furniture and equipment                                               2,906               2,917
        Plant jigs, dies, moulds, tools and equipment                                8,947               8,557
        Leasehold improvements                                                       2,530               2,673
                                                                             -------------         -----------

                                                                                    22,312              21,359
                                                                             =============         ===========
</TABLE>

5.      Patents and Trademarks

        Patents and trademarks represent legal costs associated with designing,
        registering and protecting certain patents and trademarks associated
        with the Ultra Guard(R) System. These costs are amortized over twenty
        years. Components of the Ultra Guard(R) System were patented in the
        United States on April 12, 1996. Applications have been approved for
        patent protection under the International Patent Protection Treaty
        covering 13 European countries. Translations and other requirements to
        formalize these patents will continue through Year 2000.

                                                                              9
<PAGE>

6.         Demand Loans

        a) The bank demand loan of $3,320 is from Toronto Dominion Bank of
        Canada and bears interest at Toronto Dominion Bank prime plus 2%.

        b) Of the $341,940 loans payable owing to Athe Elco Bank Group located
        in Nassau, Bahamas, as of August 31, 1999, the company repaid $289,256
        of this loan with the exercise of Class E warrants for the issuance of
        1,446,281 shares @ $0.20 per share and the issuance of 1,446,281 Class
        E warrants exercisable at $0.40 each expiring September 13, 2002,
        leaving a balance owing of $52,683. During the first quarter, proceeds
        were received in the amount of $258,753, during the second quarter
        additional loans in the amount of $250,080, were received, plus accrued
        interest amounting to $12,065, bringing the loans payable balance to
        $5,736,112. The loans payable to Elco Bank Group are unsecured, interest
        bearing at 10% per annum and due on demand.

7.      Amounts Owing to Related Parties

<TABLE>
<CAPTION>
         Current Liabilities                                          2000               1999
                                                                        $                 $
<S>                                                                <C>                <C>
        (a)  Amounts owing to two directors, due on demand,
             unsecured and non-interest bearing                    $62,393            $182,460
</TABLE>

8.      Long-term Debt

        Before fiscal 1998, UV Systems Technology Inc. (UVS) issued 2,000 Class
        A preferred shares at C$1,000 per share for proceeds of C$2,000,000
        (US$1,356,392). Until February 14, 2000, the holders of these shares
        also owned 49.3% of the common shares of UVS ("minority shareholders").
        Class "A" Preferred Shares are retractable once sales reach C$10,000,000
        and net income reaches C$1,000,000, and are to be redeemed by June 30,
        2000.

        During fiscal 1998, minority shareholders advanced C$631,000 to UVS.
        Interest accrued to June 29, 1998, at 20% per annum, totalled C$280,000.
        Pursuant to an interim refinancing agreement ("the Agreement"), dated
        June 29, 1998, all accrued interest was waived. The principal repayment
        of C$631,000 was deferred to June 29, 2003, and interest at 10% accrued
        until December 29, 2000, after which it was paid monthly. The Company
        waived interest of C$217,000 accrued on its loan to UVS of C$1,287,000.

        Under the Agreement one of the minority shareholders advanced C$909,000
        to UVS. This advance was secured by a subordinated debenture on all of
        UVS' assets, bore interest at 10%, payable monthly, was due in 2003, and
        ranked ahead of the minority shareholder loans and Class A Preferred
        Shares.

        The Company's subsidiary, UVS, completed its debt and share
        restructuring subject to completion of documentation and regulatory
        approval. Class X Preferred Shares were to be a new class of shares
        added to the authorized capital stock of UVS. 500 Class A Preferred
        Shares, representing 50% of the Class A preferred shares held by one
        of UVS' minority shareholders

                                                                             10
<PAGE>

        were to be replaced with 500,000 Class X Preferred Shares retractable
        at C$1.00 per share. The Company's loan to UVS of C$1,287,000 was to be
        transferred into 1,287,379 Class X Preferred Shares retractable at
        C$1.00 per share. These Class X Preferred Shares were to be retractable
        by the holders only if there were a sale of UVS or an initial public
        offering of its securities which valued UVS, excluding Class X Preferred
        Shares, at C$20 million. If not retracted by June 29, 2002, the Class X
        Preferred Shares were to be redeemable by UVS for C$1 in total.

        During the second quarter of fiscal year 2000, negotiations were
        concluded and a letter agreement was signed on February 14, 2000 to
        restructure all of these arrangements. Under the terms on this letter
        agreement, the minority shareholders forgave all accrued loan
        interest in the amount of C$221,583; loan principal in aggregate
        amounting to C$1,576,098 was converted into 2,159,036 shares of
        Regulation S, restricted common stock of Service Systems at C$0.73
        (US$0.50) per share. Class A preferred shares of UVS in the amount of
        C$2,000,000 were converted into 2,054,794 shares of Regulation S,
        restricted common stock of Service Systems at C$0.9733 (US$0.6667)
        per share. In aggregate $2,449,383, was agreed to be converted into a
        total share allotment for issuance of 4,213,832 shares, at an average
        price of $0.58 per share. All Class A Preferred shares and Class B
        Common shares of the subsidiary, UVS, were transferred to Service
        Systems. The proposed issuances of Class X Preferred Shares was
        canceled.

        Amounts owing to Related Parties

        During the quarter ended February 29, 2000, two directors agreed to
        defer loan payment of their loans amounting to $ 206,230 until June 30,
        2001.

Item  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS AND FINANCIAL CONDITION

Our company was incorporated in the State of Nevada in August 1990, and remained
inactive until September 1995. The initiation of the current business was
accompanied by a change of ownership. Through UVS, Service Systems manufactures
and markets its Ultra Guard(R) ultra violet-based patented water treatment
system. These products are sold primarily for municipal wastewater disinfection;
however, the system can also be adapted for treatment of process and industrial
wastewater ( where it is currently being applied through UVS's Japanese agent)
and for potable water, bottled products and agriculture and aquaculture water
treatment.

In September 1995 Service Systems initiated a marketing distribution agreement
with UV Systems Technology Inc., a manufacturer of equipment using proprietary
ultraviolet light technology for the microbiological disinfection of industrial
and municipal wastewater. In July 1996 Service Systems entered into a funding
agreement with UV Systems Technology Inc., (UVS) whereby Service Systems
provided 50% of UVS's operating cash needs for a six-month period. On December
1, 1996, Service Systems acquired 50.69% of the common stock of UVS from two
principals and the minority stockholders. On December 6, 1996, Service Systems
entered into an agreement with the remaining two minority stockholders, Working
Opportunity Fund (EVCC) Ltd. (WOF) and MDS Ventures Pacific Inc.(MDS), to
acquire the remaining 49.31% common stock and their preferred stock (Purchase
Agreement). Any funds advanced under this agreement would be forfeit should
Service Systems be unsuccessful in raising C$2.0 million. In June 1998 this
agreement was not renewed as Service Systems was unable to raise the C$2.0
million required to complete the transaction, and WOF agreed to loan UVS
additional funds (see details following) and agreed to allow conversion of the
funds advanced under the Purchase Agreement.

In June 1998, UVS entered an interim agreement with WOF (Agreement) to provide
$579,535 of additional funding and reduced debt by requiring MDS and Service
Systems to convert their loans receivable into Class X Preferred shares,
retractable by the holder only if there is a sale or IPO which values the equity
of UVS, including the Class X preferred

                                                                             11
<PAGE>

shares, but excluding the Class X Preferred shares, at C$20.0 million. If not
retracted within 4 years from the closing date of this Agreement, the Class X
Preferred shares will be redeemable by UVS for C$1.00.

In January 2000, our Company began negotiations with WOF and MDS to purchase
the remaining 49.31 % of UVS. The negotiations were concluded and a letter
agreement was signed on February 14, 2000. Under the terms of this letter
agreement, WOF and MDS forgave all accrued loan interest in the amount of
C$221,583, loan principal in aggregate amounting to C$1,576,098 was converted
into 2,159,036 shares of Regulation S, restricted common stock of the Company
at C$0.73 (US$0.50) per share, Class A preferred shares of UVS in the amount
of C$2,000,000 were converted into 2,054,794 shares of Regulation S,
restricted common stock at C$0.9733 (US$0.6667) per share. All shares Class A
Preferred shares and Class B Common shares were transferred to Service
Systems.

During the period from December 1, 1996 to September 30, 1997, Service Systems
continued with UVS's system development and testing programs. These programs
included the development of both a mechanical and electronic automatic quartz
sheath cleaning system, to remove the fouling build-up due to suspended solids
and chemical prevalent in wastewater. The program of development on the
mechanical cleaner determined that the method chosen was viable and performed
the function desired.

Field testing of the mechanical wiper cleaning system was concluded during
October and November, 1997, at a PDU test site at Ville de Repentigney near
Montreal, Quebec. The test results concluded that the cleaning system
performed above anticipated levels, and the system has now been incorporated
into current products sold. The temperature control system for the UVS System
was also tested at the Ville de Repentigney test site during temperatures
ranging down to minus 8 degrees Celsius and up to plus 8 degrees Celsius. The
test showed that with temperature control, infinite variable lamp UV output
intensity was stable and controllable. This feature is now included on all
product sales. The benefits of the temperature control are, instant response
to changes in power settings, consistent UV output, infinite controllability
through a full range of UV settings, and expected longer lamp-in-service
life. To our knowledge, no other UV equipment supplier can offer this degree
of control of a UV lamp. Research and development of an electronic ultrasonic
cleaning system are in process.

Negotiations continue on finalizing a project delivered to New Zealand in
1995 by UVS and release of hold back funds. Testing of the system is ongoing
to determine if the equipment is in compliance at times of correct effluent
flow conditions. During the 1999 fiscal year, the client ordered changes to
its UV system amounting to C$31,200, all of which was prepaid by the client.
Fifty percent of the work had been completed by August 31, 1999. The balance
of the work will be shipped in April 2000. Due to design changes that will
increase the flow at this site, additional upgrades will be conducted in the
future.

A 6-lamp Ultra Guard(R) UV system capable of disinfecting a wastewater flow of
3.5 million gallons per day was sold to Hamilton, Alabama and was installed in
March, 1999. Successful final performance testing was conducted in July 1999.
This UV project is the first full scale operating Ultra Guard(R) UV system
installed in North America. We expect that the Ultra Guard(R) UV system in
Hamilton will provide significant equipment exposure to others contemplating
upgrading their Wastewater Treatment Plant discharges by replacing chlorine as
the disinfecting means with environmentally friendly ultraviolet disinfection.

In September 1999, a formal order for a UV system for a project in Toronto,
Canada was secured for about C$685,000. The project was scheduled for
delivery in June 2000 but has been delayed by the contractor until October
2000. This project is currently in the design and approval phase.
Manufacturing has as well been delayed from the scheduled February 2000 start
and now will commence in May 2000. The UV system will be delivered to the
City of Toronto to be used for disinfection of combined storm overflows (CSO)
and is part of a C$50 million project (the world's largest submersible CSO
pumping station).

In September 1999, the Company received an order valued at over C$1,100,000 for
the City of Peterborough wastewater treatment plant. Design approval is
currently ongoing. The client has delayed the wastewater plant construction
project and has now scheduled it for completion in April 2001. Manufacturing of
the UV equipment will not commence until May - June, 2000, with delivery of our
equipment scheduled for January 2001. The UV system will disinfect effluent flow
in excess

                                                                             12
<PAGE>

of 36 million gallons per day.

Purchase orders for two additional UV systems valued at approximately
C$150,000 were received in the 1999 fiscal year. The systems will be produced
during the 2000 fiscal period and will be delivered into the Province of
Ontario. Drawing review is currently ongoing as well as manufacturing. One
project at Deep River, Ontario, manufactured for Thorburn Penny Ltd, an
Azurix Company, was delivered in March 2000. The second project, to be
manufactured for the Mohawk Council of Akwesasne in Cornwall, Ontario, will
be produced for delivery in July 2000.

In January 1999, a PDU was installed at the County Sanitation Districts of Los
Angeles County (the County). The testing program was presented at the Energy
Efficiency Forum held in San Diego on August 30-31, 1999. Testing was completed
in July 1999 and was conducted and paid for by the County. The purpose of the
test was to determine the Ultra Guard(R) UV system's ability to disinfect
wastewater to Title 22 Guidelines, a stringent test protocol required as a
precursor to the use of a company's UV product in reuse of wastewater for
agriculture and other purposes. The County reported that the findings of the
five-month testing program confirmed the ability of the Ultra Guard(R) UV system
to achieve Title 22 design objectives at fifty percent of the dose required by
low pressure, low intensity technology previously tested. A substantial saving
in energy usage, 12.7%, was achieved by using the Ultra Guard(R) system. The
same safeties are applied to both types of lamps. On February 28, 2000, the
Company was advised by the Department of Health Services that Title 22 approval
had been granted.

In October 1999, the Company signed an agreement with a leading Australian UV
equipment manufacturer to market its product in North America. The products
provided through this agreement would permit the Company to sell into market
areas not currently serviced. These products will service small to intermediate
scale projects for municipal and industrial clients in the area of potable
water, food processing and recreational services. In addition, the product is
used by clients requiring treatment solutions beyond disinfection, such as
oxidation of chemical and organic by-products occurring in nature as well as
those occurring as a result of production processes.

During the quarter ended February 29, 2000, the Company produced the prototype
of a new UV product line. This product, with a designed disinfection capacity of
up to 1.0 million gallons per day per lamp, will incorporate the Company's
patented flow reactor chamber, the proprietary low pressure, high intensity UV
lamp and the patented flow balanced weir. Additional features include full
password protected, internet based, web monitored, microprocessor control which
will permit monitoring of any UVS, UV system from the Company's plant or from
any location with a internet connection.

In December, 1999, the Company adopted a 1999 Long-Term Equity Incentive Plan
covering 3,000,000 shares of the Company's common stock.

RESULTS OF OPERATIONS

Six Months Ended February 29, 2000 compared to the Six months ended February 28,
1999.

         REVENUES. During the second quarter of fiscal 2000, we reported
revenues of $49,124, a decrease of $109,233 or 45%, from the $158,357 reported
in the second quarter of fiscal 1999. This decrease resulted from delayed
completion of projects in process, which did not provide for payment during that
period. Revenue from the additional projects awarded during the period will be
realized during subsequent quarters.

         DIRECT PROJECT COSTS. For the second quarter of fiscal 2000, we
reported $35,441 direct project costs, a decrease of $98,275 or 75%, from the
$130,716 reported in the second quarter of fiscal 1999. This decrease resulted
from delays in putting projects into manufacturing and from non-completion of
contract work from sub-contractors.

         GROSS PROFIT. For the second quarter of fiscal 2000, we reported
$13,683 gross profit, a decrease of $13,958, or 50%, from the $27,641 reported
in the second quarter of fiscal 2999. This decrease resulted from delays in
putting projects into manufacturing and delayed completion of projects.

                                                                             13
<PAGE>

         MANUFACTURING COSTS NOT APPLIED. Manufacturing costs not applied are
annual plant overhead costs not being charged against specific contracts. For
the second quarter of fiscal 2000, we reported manufacturing costs not applied
of $57,730, an increase of $18,670, or 48%, from $39,060 reported in the
comparable period of the prior year. This increase resulted from the decrease in
project manufacturing progress and resultant decrease in manufacturing overhead
utilization.

         SELLING EXPENSES. For the second quarter of fiscal 2000, we reported
selling expenses of $115,468, a decrease of $4,354, or 4%, from the $119,822
reported in the comparable period of the prior year. This decrease primarily
resulted from a decrease in brochure and presentation materials.

         GENERAL AND ADMINISTRATIVE EXPENSE. For the second quarter of fiscal
2000, we reported general and administrative expense of $260,773, an increase of
$91,010, or 54% from the $169,763 reported in the comparable period of the prior
year. This increase resulted primarily from increases in expenses relating to
investor relations, administrative management, legal fees, advertising and
promotion, and consulting fees due to securing of new projects. Part of the
increase is also due to accounting office help for the audit work.

         RESEARCH AND DEVELOPMENT. For the second quarter of fiscal 2000, we
reported general and administrative expense of $59,728, a decrease of $22,929,
or 28%, from the $82,657 reported in the comparable period of the prior year.
This decrease was due to the reduction of engineering and prototyping expenses.

         AMORTIZATION OF GOODWILL. For the second quarter of fiscal 2000, we
reported amortization of goodwill of $242,540, the same figure for the
comparable period of the prior year.

          INTEREST, NET OF INTEREST INCOME. For the second quarter of fiscal
2000, we reported interest recovery, net of interest income and interest waived,
of $117,710, an increase of $160,411, or 376%, over interest expense of $42,701
reported in the comparable period of the prior year. The increase in interest
recovery is as a result of interest waived by minority shareholders and Service
Systems, a provision included in the purchase of the minority shareholders'
49.31% ownership of the Company's subsidiary, UV Systems Technology Inc.

         FOREIGN EXCHANGE TRANSLATION LOSS. For the second quarter of fiscal
2000, we reported foreign exchange translation loss of $55,294, a decrease of
$19,028, or 26%, from the $74,322 reported in the comparable period of the prior
year. This decrease resulted from the decrease in the value of the Canadian
dollar as compared to the second quarter of the prior year.

         NET LOSS FOR THE PERIOD. For the second quarter of fiscal 2000, we
reported a net loss for the period of $660,140, a decrease of $83,084, or 11%
over $743,224 reported in the comparable period of the prior year. The decrease
in net loss was due primarily to the effect of interest forgiven as described
above.

         NET LOSS PER SHARE. For the second quarter of fiscal 2000, we reported
a net loss per share for the period of $0.04, a decrease of $0.02, or 33% over
the net loss per share of $0.06, reported for the comparable period of the prior
year. The net loss per share reduced as a result of the decrease in net loss
reported above and the loss being allocated over an increased number of
outstanding shares and share equivalents.


LIQUIDITY

The nature of our business may be expected to include a normal lag time between
the incurring of operating expenses and the collection of contract receivables,
which may be expected to be due largely from governments, if and when sales are
made. In addition, we are dependent on sales to a licensee, which is obligated
to purchase agreed upon system components, and on awards of water treatment
system contracts for non-recurring projects. Many of our contracts may be
expected to include provision for hold back, entitling the other party to the
contract to withhold a specified portion of the payment for a given period of
time until after completion of a project. For these and other reasons, we may
experience periods of limited working capital and may be expected to require
financing for working capital during those periods.

                                                                             14
<PAGE>

Our sales of Ultra Guard(R) systems to governmental entities may be expected to
occur on an intermittent rather than consistent basis as requests for proposal
("RFP") are issued and awards made. Sales on both an annual and quarterly basis
are subject to fluctuations which are often beyond our control.

In addition, we will require financing over and above our current resources to
sustain our operations and expand our marketing efforts. We cannot assure that
the additional financing can be obtained on a timely basis, on terms which are
acceptable or if at all.

We financed our operations during the second quarter of the fiscal 2000, in
part, from sales of restricted common stock, loans from Elco Bank, and loans
from related parties.

We expect that during fiscal 2000, even as sales at UVS increase, we will
continue to depend on receipt of additional funds through public or private
equity or debt sales or other lender financing to fund the manufacturing of
products sold and general operational and sales expenses. Except as previously
indicated, no arrangements are currently in place to raise funds, although we
actively continue to seek sources. Failure to receive these funds may be
expected to have a material adverse effect on our company.





                                                                             15
<PAGE>



Part II           OTHER INFORMATION

Item 1.  Legal Proceedings

On October 20, 1998 a suit was filed in the Supreme Court of British Columbia by
Thomas O'Flynn against the Company, Kenneth Fielding (the Company's President
and Director), and Charles P Nield (a former Director and Vice President of the
Company). O'Flynn alleges that in April of 1996, he purchased shares of the
Common Stock based on a representation that they would be free trading in 40
days of Athe filing of a prospectus. He further alleges that in September of
1996 he purchased additional shares of Common Stock based on the representation
that the shares would be free trading within 40 days of the Common Stock
becoming free trading. O'Flynn alleges that the representation was a warranty
and was incorrect. He further alleges that he suffered a loss because the share
price decreased while he was holding the shares. He seeks damages for breach of
warranty, negligence, misrepresentation and breach of fiduciary duty. The amount
claimed is not specified. The Company filed an answer denying the claims and
continues to actively defend the suit. Examination for discovery of Charles P
Nield was conducted in June 1999; since then there has been no further activity.

Item 2.  Changes in Securities

During the period, 51,798 shares of Service System common stock were issued
to nine minority shareholders, resident in Canada, (ADissidents@) of UV
Systems Technology Inc (UVS)  in exchange for their common stock holdings in
UVST. The number of shares issued was based on the formula used in the
December 1, 1996 transaction when Service Systems acquired its 50.69 % of
UVS.  At the time of that transaction, the Dissidents were not shareholders
of UVS. They were shareholders of UV Waterguard Systems Inc (UVWG), a company
purchased by UVS in 1995. The Dissidents had disputed that purchase. To
settle the matter and to avoid long and potentially expensive litigation, UVS
and the Dissidents agreed in October 1998 that UVS would issue one share of
UVS common stock for each UVWG share held.  In December, 1999 Service Systems
agreed to issue .22514 shares of common stock of Service Systems in exchange
one UVS shares and one UVWG share. In total, 230,030 shares of UVS and UVWG
shares were tendered in exchange for 51,798 Service Systems shares.  The
Service System shares were issued under the exemption provided by Regulation S.
Each of the Dissidents was a sophisticated, knowledgeable investor with access
to all information required in order to invest in restricted shares of Service
Systems as contemplated by the agreement between the Dissidents and Service
Systems.

     Service Systems issued to 2 Canadian investors, each of whom were previous
shareholders of the Company, 119,100 shares of restricted common stock valued
at a total of $37,000 and warrants to purchase 119,100 shares of common stock
exercisable at $.30 per share, pursuant to Regulation S. In addition, the
Company issued to 2 Canadian consultants, pursuant to Regulation S, warrants
to purchase a total of 100,000 class "A" warrants to purchase common stock
for their services as consultants.

Service Systems also issued to 2 consultants 31,750 shares of common stock
pursuant to Section 4(2) of the Securities Act, for services valued at $9,525.

During the quarter, class "A" warrants for 25,000 shares of the Company's
common stock were exercised by each of 2 Canadian investors. These investors
were issued warrants for an additional 25,000 shares each at an exercise
price of $.40 per share under Regulation S.

All of these investors were informed of the risks involved in an investment
in the Company and had all information about the Company that they needed to
make an informed investment in the Company.  All shares bear restrictive
legends.

In addition, the Company issued, after the end of the quarter, 2,819,723 shares
to WOF, and 1,404,109 shares to MDF pursuant to the Letter Agreement dated
February 14, 2000 discussed above.

Item 3.  Defaults upon Senior Securities

              None

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

              None

Item 5.  Other Information

              None

Item 6.  Exhibits and Reports on Form 8-K

              (a) Exhibits (exhibit reference numbers refer to Item 601 of
                  Regulation SB)

              Exhibit Number           Description

              (3)(i)                   Articles of Incorporation(1)

              (3)(ii)                  Bylaws(2)
----------------------------------
            1 Incorporated by reference to the Registrant's Form 10-SB effective
              1/17/97

            2 Incorporated by reference to the Registrant's Form S-8 effective
              10/6/97

                                                                             16
<PAGE>

<TABLE>
              <S>       <C>                                                   <C>
              (4)       Statement re: computation of per share earnings       Filed electronically herewith

              (10)(vi)  1999 Long Term Equity Incentive Plan                  Filed electronically herewith

              (10)(vii) Letter Agreement with WOF and MDS                     Filed electronically herewith

              (27)      Financial Data Schedule                               Filed electronically herewith
</TABLE>

                                                                             17
<PAGE>



                                   Signatures


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

               SERVICE SYSTEMS INTERNATIONAL, LTD.



Date:  April 14, 2000                /s/ Kenneth R. Fielding
                                     ---------------------------------------
                                     Kenneth R. Fielding, President


Date:  April 14, 2000                /s/ John R. Gaetz
                                     ---------------------------------------
                                     John R. Gaetz, Chief Financial Officer


                                                                             18