SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[X]  ANNUAL REPORT under Section 13 or 15(d) of the  Securities  Exchange Act of
     1934
     For the fiscal year ended December 31, 1999
                                       OR
[ ]  TRANSITION  REPORT  Pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange Act of 1934
     For the transition period from              to
                                    ------------    --------------

                          Commission File Number 0-8241

                          BARRINGER LABORATORIES, INC.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

          Delaware                                              84-0951626
 ------------------------------                             ------------------
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                             Identification No.)

15000 West 6th Avenue, Suite 300, Golden, Colorado      80401-5047
--------------------------------------------------      ----------
     (Address of principal executive offices)           (Zip Code)

Issuer's telephone number, including area code   (303) 277-1687
                                               ----------------

Securities registered pursuant to Section 12(b) of the Act:  NONE

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

                     Common Stock, par value $.01 per share
                     --------------------------------------
                                (Title of Class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  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    [ ]        No    [X]

This Form 10KSB is the only report not filed timely during the past 12 months.

Check if there is no  disclosure of  delinquent  filers  pursuant to Item 405 of
Regulation S-B 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.[X]

The  issuer's  net  revenues  for the fiscal year ended  December  31, 1999 were
$4,044,000.

The  aggregate  market  value  of  voting  stock  held by  nonaffiliates  of the
registrant, based on the most recent trading date (May 8, 2000), is $8,570,000.

Number of shares  outstanding as of May 8, 2000, of Common Stock, $.01 par value
16,803,180.

Documents Incorporated by Reference

None.

Transitional Small Business Disclosure Format (Check one):

                           Yes    [ ]        No    [X]

                                        1

<PAGE>

                                     PART I

Item 1.   DESCRIPTION OF BUSINESS

Statements   made  or   incorporated   in  this  report   include  a  number  of
forward-looking   statements.   Forward-looking   statements  include,   without
limitation,   statements   containing  the  words   "anticipates",   "believes",
"expects",  "intends",  "future",  and words of  similar  import  which  express
management's  belief,  expectations or intentions regarding the Company's future
performance or future events or trends.  The Company  wishes to caution  readers
that forward-looking  statements involve known and unknown risks,  uncertainties
and other  factors,  as  discussed  herein and in other  materials  filed by the
Company with the Securities and Exchange Commission.  Such risks,  uncertainties
and other factors may cause actual  results,  performance or achievements of the
Company to differ  materially from those anticipated and expressed or implied by
such  forward-looking  statements.  The  Company  undertakes  no  obligation  to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.

(a)  COMPANY DEVELOPMENT

Barringer Laboratories, Inc. (the "Company") provides analytical services to the
environmental services industry. The Company was organized under Delaware law in
December  1988.  The  Company's  principal  executive  office and  environmental
testing  laboratory  are  located at 15000 West 6th Avenue,  Suite 300,  Golden,
Colorado.

Until September 30, 1999, the Company also provided  analytical  services to the
mineral exploration industry. Because of the sharp downturn in worldwide mineral
exploration  activity during 1998 and 1999, the Company  determined to exit this
line  of  business,   which   included   substantially   all  of  the  Company's
international  operations,  and  concentrate its resources on the development of
its environmental testing business. On October 15, 1999 the Company entered into
an agency agreement with Inspectorate Griffith USA, Inc. ("Inspectorate"), under
the  terms of which the  Company  transferred  its  domestic  and  international
mineral  analytical  customer  contracts to Inspectorate along with the right to
use the licensed  trademark of the Company for  promotional  marketing and sales
activity  (the  "Licensed  Mark"),   while  retaining  existing  trade  accounts
receivable. In consideration,  the Company is entitled to a commission of 2 1/2%
of payments  received by Inspectorate  pursuant to the contracts for a period of
three years.  In addition,  Inspectorate  hired  certain of the  Company's  then
employees and acquired certain fixed assets at fair market value.



                                        2

<PAGE>



(b)  DESCRIPTION OF THE COMPANY'S BUSINESS

OVERVIEW OF ENVIRONMENTAL SERVICES PROVIDED

The Company performs  independent  analytical  testing services for governmental
agencies,  engineering consulting firms, industrial companies and other entities
involved in environmental  monitoring  programs and the treatment and management
of hazardous waste. The market for the Company's services results primarily from
its  customers'  need to comply  with  Federal,  state  and local  environmental
regulations.  The Company conducts a small amount of work for customers required
to comply with similar environmental  regulations in other countries.  Customers
typically  rely  heavily  on  independent  laboratories  such as the  Company to
support their efforts to comply with these regulations.

The Company's environmental facility provides a wide range of laboratory testing
services  to detect and measure the  presence  of  chemical  and/or  radioactive
contamination in samples of water, soil,  sediments,  air, industrial wastes and
effluents,  biological  materials,  vegetation,  produce and animal tissues, and
body fluids.  The  analytical  activities of the  laboratory may be divided into
three categories:

o    Radiochemistry, or testing for low level contaminants,  including naturally
     occurring  isotopes such as uranium and radium,  the  transuranics  such as
     plutonium and  americium  and man-made  isotopes such as cobalt 60 and iron
     55.

o    Testing for organic chemical contaminants such as hydrocarbons, pesticides,
     herbicides,  polychlorinated  biphenyls (PCBs),  and polynuclear  aromatics
     (PNAs).

o    Testing for inorganic chemical contaminants such as trace metals, nitrates,
     and  sulfates.   Included  in  this  category  are  waste  characterization
     indicators such as corrosivity,  ignitability and reactivity required under
     the Resource  Conservation  and Recovery Act of 1976, as well as wastewater
     characterization  indicators such as biological (or chemical) oxygen demand
     (BOD/COD), and turbidity required under the Clean Water Act.

The  Company's  environmental  laboratory  also has the ability to analyze mixed
wastes:  i.e. waste  materials that are  co-contaminated  with both chemical and
radioactive  contaminants.  In 1999,  radiochemistry  constituted  approximately
54.6% of the  environmental  laboratory's  work,  organic  analysis  constituted
approximately 22.4%, and the balance constituted inorganic analysis. Even though
the Company's  environmental  laboratory has the ability to perform  organic and
inorganic  chemical  analysis  for a wide  range  of  potential  customers  with
environmental compliance needs, the Company directs its marketing efforts toward
those  customers  with special needs in the area of  radioactively  contaminated
waste. As a consequence, the large majority of the Company's business is related
to its specialized  capabilities in the analysis of radioactive and mixed waste.
During  1999  the  environmental  laboratory  processed  samples  for  over  300
customers.


                                        3

<PAGE>

SALES BY CATEGORY

The  following  table sets forth sales for the business by category for the past
two fiscal years (in $000).

                                       1999                   1998
                                       ----                   ----

         Radiochemistry               $2,210                 $2,226

         Organic Analysis                930                    478

         Inorganic Analysis              904                    977
                                      ------                 ------
         TOTAL                        $4,044                 $3,681
                                      ======                 ======

CUSTOMER BASE AND MARKETING ACTIVITIES

Because of the Company's  special  expertise in the analysis of radioactive  and
mixed waste,  its  environmental  laboratory's  customers  are widely  scattered
geographically.  Customers include environmental  consulting  engineering firms,
hazardous  and  low  level   radioactive  and  mixed  waste   treatment/disposal
companies,  public utilities,  industrial companies (including mining companies)
and various Federal, state and local government agencies.

In 1999, the three largest customers accounted  respectively for 18.7%, 9.7% and
7.8% of the Company's total revenues.  The top 10 customers  accounted for 58.8%
of total revenues.  The loss of the Company's largest customer would represent a
material  adverse  development  for the Company and would  probably  result in a
downsizing of its environmental laboratory, at least on a temporary basis.

The Company's  customers  initially award ongoing  analytical  programs or major
analytical  projects on the basis of responses to a competitive bidding process.
However,  customers are inclined to award continuing  repeat business to vendors
with which they are satisfied  according to three key criteria:  (a) accuracy of
the analytical data provided; (b) quality of customer service and (c) price. The
Company has a small number of long term contractual  arrangements with customers
but these are the exception  rather than the norm in the  environmental  testing
industry.

The Company maintains a small,  highly qualified group of technical sales staff,
who conduct much of their  activity by telephone  and mail,  particularly  as it
relates to the competitive  bidding process that dominates the Company's  market
for new analytical  programs and projects.  However,  members of the sales staff
are  devoting  increasing  amounts  of their  time to sales  trips to visit  key
customers and potential customers in different  geographic regions of the United
States.

The Company also maintains a project  management  staff comprised of technically
qualified individuals whose tasks are to ensure that the technical  requirements
of incoming  work are well defined and that  customers are updated on the status
of work or projects currently in progress in the Company's  laboratory.  Because
it is the members of the project  management  staff that  maintain  contact with
existing  customers  on a day to day basis,  they form an  integral  part of the
Company's business development effort.

The Company is an exhibitor  at a small  number of trade shows each year.  These
shows are  chosen  for their  relevance  to the  Company's  areas of  particular
expertise and include hazardous waste industry  conferences  (particularly those
focusing  on the nuclear  industry).  The Company is active in a number of trade
associations  and other  industry  forums as a means of promoting its visibility
and  technical  expertise.   The  Company  maintains  an  Internet  website,  at
www.barringer-labs.com,  which provides a description of the capabilities of its
environmental laboratory and is also used to communicate new developments in the
Company,  advertise  employment  opportunities  and  capture  information  about
potential customers. Given the specialized nature of the Company's environmental
analytical  activities,  management does not believe that print advertising is a
productive  channel for  attracting  new business  and,  therefore,  devotes few
resources to this form of promotional activity.

COMPETITION

Management believes that the size of the U.S.  environmental and hazardous waste
testing market falls within the range of $1 - $1.5 billion  annually and that it
is served by as many as 1,000 independent analytical laboratory facilities owned
by several hundred companies.


                                        4

<PAGE>


Between 1991 and 1997, the U.S. market for  environmental  testing  services was
characterized by significant overcapacity.  Accordingly,  while a reputation for
producing accurate data, rapid response to customer  requirements and an ability
to meet tight  turnaround  standards were important  competitive  factors,  most
competition  was based  largely on price.  During  that  period,  prices in some
segments of this market declined by as much as 60%.

During 1998 and 1999, several of the larger environmental laboratory groups have
either filed for  protection  under  Federal  bankruptcy  laws or  significantly
downsized  their  operations  by  combining  laboratories  or  through  outright
closures.  Many smaller  firms have also closed down.  Management  believes that
this industry  process is continuing.  Current  industry reports suggest that as
much as 15 - 20% of the industry's capacity may have been eliminated in the past
two years.  While there can be no assurance  that there will be any lessening of
the intense  competition  prevalent in the market during the early to mid-1990s,
or that new competitors will not emerge, management believes that the market may
be returning to a more stable supply/demand position.

There have been a number of  attempts  to  achieve  dominance  in this  industry
through consolidation strategies,  but to date none have succeeded in creating a
financially  successful  business with a significant market share.  Nonetheless,
many competitors in this highly fragmented  market are considerably  larger than
the Company and have  significantly  greater  financial and human resources than
the Company.  Accordingly,  the Company may be at a competitive  disadvantage in
competing with these  entities,  particularly  at this time due to the Company's
lack of capital.  See Item 6,  "Management's  Discussion and Analysis or Plan of
Operation."

The Company  conducts a minor portion of its  environmental  testing business in
the general  market for  environmental  chemistry  as described  above.  To this
extent, most of its competitors have similar technical  capabilities and utilize
analytical  instrumentation  and methods  similar to those used by the  Company.
However, as noted above, the Company's special capabilities and expertise lie in
the analysis of radioactive and mixed waste.  This is a niche within the overall
market in which most environmental  laboratories do not compete. No more than 10
to 15 laboratories nationwide possess a radioactive materials license permitting
them to handle large volumes of low level  radioactively  contaminated  samples.
Even  fewer  have the  comprehensive  range of  analytical  capabilities  of the
Company.   The  Company's  principal   environmental   testing  operations  are,
therefore,  conducted  in a segment of the  market  which is  considerably  less
competitive  than  the  mainstream  environmental  testing  market.  There is no
assurance,  however,  that the current  competitive  conditions in the Company's
market niche will continue or that new  competitors  will not enter this segment
of the overall environmental testing market.

Management  believes  that the market for  testing  radioactive  and mixed waste
offers long term,  stable prospects because the technical issues involved in the
clean-up of low level  radioactive waste tend to be inherently more complex than
those encountered in the remediation of non-radioactive chemical waste.

The Department of Energy has emphasized that the clean-up of many  radioactively
contaminated sites within the United States will take at least 20 years,  during
which  time  management  estimates  there  will be a  steady  flow  of work  for
competent contractors,  including analytical laboratories such as the Company's.
Management  believes  that a  further  long  term  business  opportunity  may be


                                        5

<PAGE>


developing in this segment of the market in connection with the  decommissioning
of the country's  over 100 nuclear  power plants,  which are reaching the end of
their technical and economic lives.

LICENSES AND PERMITS

The  Company's   environmental   laboratory   requires  a  number  of  licenses,
certifications  and  accreditations  in order to provide the range of analytical
services needed to compete  effectively in its target markets.  These are issued
by Federal and state  environmental  agencies,  private  accrediting  bodies and
private  industrial  corporations.  Licenses  include the  Company's  license to
handle  radioactive  materials,  which is issued by the Colorado  Department  of
Health (under  oversight of the Nuclear  Regulatory  Commission) and it requires
the Company to post a financial bond for clean up expenses.  The Company devotes
significant  resources to the maintenance of these licenses and  certifications,
which are typically renewable on an annual or other periodic basis.

The  Environmental  Protection  Agency is currently  supporting a new initiative
known as the National Environmental  Laboratory Accreditation Program ("NELAP"),
a recently  promulgated  national  standard of accreditation  for  environmental
laboratories designed to reduce the number of separate  accreditation systems to
which laboratories are currently subject. Securing NELAP accreditation (which is
based largely on the International  Organization for Standardization (ISO) Guide
25 standard for laboratory accreditation) will be important for the Company. The
Company has  applied to the State of Colorado  for  accreditation  under  NELAP,
which may require considerable investment of time and effort,  including the use
of  outside  consulting  services.  However,  because  NELAP is  intended  to be
reciprocal  among  participating  states,  management  believes  that  once this
accreditation is secured, it will reduce the Company's total cost of maintaining
the necessary Federal and state licenses and accreditations.

REGULATION

The   Company's   environmental   testing   activities   are  regulated  by  the
Environmental   Protection  Agency,  the  Nuclear  Regulatory  Commission,   the
Occupational  Safety and Health Agency and various state agencies  including the
Colorado  Department of Health. Most of these regulations concern the analytical
methods used in the laboratory,  maintenance of a safe working environment,  and
the proper disposal of used samples and laboratory  waste.  To date,  compliance
with these  regulations  has taken a significant  amount of management and staff
time,  which can be expected to continue in the future;  however this compliance
is required of all environmental laboratories.



                                        6

<PAGE>


EMPLOYEES

As of December 31, 1999,  the Company had 47 employees of whom 44 were  employed
on a full time  basis.  At that date,  the  Company  also  employed 5  temporary
employees and one independent  contractor in its corporate  office.  Most of the
Company's technical staff are degreed professionals, and management believes the
Company's reputation and ability to provide customers with high quality data and
good  service  depend upon its ability to attract  and retain  highly  qualified
technical staff.  None of the Company's  employees are represented by any union,
and the Company considers its employee relationships to be satisfactory.

OTHER

The Company's business does not depend on the availability of raw materials, nor
does  the  Company  have  any   patents,   trademarks,   licenses,   franchises,
concessions,  royalty  agreements  or  labor  contracts.  The  Company  does not
currently devote any significant  efforts to research and development.  However,
management believes its future competitive position may be improved by enhancing
its technical  capabilities in the area of  radiochemical  analysis and, to this
end, is currently engaged in a search for one or more radiochemistry  experts to
join the staff.

Item 2.   DESCRIPTION OF PROPERTY

The Company  leases office and  laboratory  space from  unaffiliated  parties as
follows:

<TABLE>
<CAPTION>

                                                                            Square         Annual          Expiration
       Location                                    Use                     Footage          Lease             Date
       --------                                    ---                     -------         ------          ----------
<S>                                     <C>                                <C>            <C>          <C>
15000 West 6th Avenue, Suite 300          Offices and analytical
Golden, Colorado, USA                     services laboratory                17,800        $174,000     March 31, 2005

5301 Longley Lane                         Offices and analytical
Building E, Suite 178                     services laboratory                25,500        $194,000     Sept. 30, 2001
Reno, Nevada, USA

5301 Longley Lane, #24                    Storage space
Reno, Nevada, USA                                                            2,420          $13,800     Feb. 28, 2001
</TABLE>

The Company is attempting  to sublease the property at 5301 Longley Lane,  which
was  used  in  connection  with  part  of  the  Company's  discontinued  mineral
analytical operations.

The Company believes that the office and laboratory space it currently leases is
adequate for its current operations and is in operable condition.

Item 3.           LEGAL PROCEEDINGS

The Company is not a party to any material, pending, or threatening litigation.


                                        7

<PAGE>



In early 1998, the Company learned that certain  employees in one section of its
environmental laboratory did not consistently follow laboratory practices as set
forth  in the  Company's  Standard  Operating  Procedures  and  applicable  test
methods.  These  irregularities  were  reported by the  Company to the  relevant
enforcement departments of the Environmental Protection Agency ("EPA").

By letters  dated  December  24, 1998 and March 19,  1999,  the EPA informed the
Company that it does not intend to take any civil or criminal enforcement action
against  the  Company  as a  result  of the  matters  reported  by the  Company.
Management  believes that the EPA investigation  into this matter has concluded,
and that no liability will result.

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

No matters were submitted to a vote of the Company's security holders during the
last quarter of its fiscal year ended December 31, 1999.

At  a  special  meeting  of  stockholders  on  March  29,  2000,  the  Company's
Certificate of  Incorporation  was amended to increase the authorized  number of
shares of Common Stock from 10,000,000 to 50,000,000.

                                     PART II

Item 5.   MARKET FOR THE COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS

PRICE RANGE OF OUTSTANDING COMMON STOCK

The Company's  common stock is traded on the OTC Bulletin Board under the symbol
BALB. On March 30, 2000, there were  approximately  220 holders of record of the
common stock.

The  following  table  sets forth the high and low bid  quotations  per share of
common  stock for each  quarter of the years  indicated.  The  prices  represent
quotations  between  dealers as reported by the NASDAQ and do not include retail
markup,  markdown  or  commission  and  may  not  necessarily  represent  actual
transactions.
                                                        Common Stock
                                               ------------------------------
                                               High                       Low
                                               ----                       ---

1998            First Quarter                  1.37                       .62
                Second Quarter                  .59                       .31
                Third Quarter                   .56                       .34
                Fourth Quarter                  .31                       .22

1999            First Quarter                   .34                       .20
                Second Quarter                  .31                       .16
                Third Quarter                   .13                       .09
                Fourth Quarter                  .09                       .04


                                        8

<PAGE>



SALES OF UNREGISTERED EQUITY SECURITIES

At various times from October 19 through  December 29, 1999,  the Company issued
and sold $373,000 of  convertible  subordinated  notes  payable.  The notes were
convertible  into the common stock,  at the option of the Company,  at a rate of
$0.06  per  common  share.   There  was  no  underwriter,   placement  agent  or
broker-dealer involved in the sale of the notes. The notes were sold to existing
stockholders  of the Company,  including two members of the  Company's  board of
directors,  Mr.  Graham  and Mr.  Asen,  who  purchased  on the same  terms  and
conditions as the other purchasers.  Mr. Graham, who is the Company's president,
purchased  $12,000 of the notes,  and Mr. Asen  purchase  $325,000.  The Company
claimed exemption from registration under the Securities Act of 1933 pursuant to
the private  offering  exemption set forth in Section 4(2) thereof.  The Company
claimed this exemption by virtue of offering the securities  privately to only a
small number of stockholders who already had a substantial  familiarity with the
Company  and  to  whom  the  appropriate   disclosures  were  made.   Additional
convertible notes were sold to existing stockholders of the Company in the first
quarter  of 2000,  and  $600,000  of the notes,  including  the  $373,000,  were
converted into 10,000,000 shares of common stock in April 200. See note 7 to the
consolidated financial statements, "Subordinated Convertible Notes Payable," and
Item 12 herein, "Certain Relationships and Related Transactions."

DIVIDEND POLICY

The  Company  has not paid  cash  dividends  on its  common  stock  and does not
anticipate  paying cash  dividends  in the  foreseeable  future.  The payment of
future dividends and the amount thereof will depend upon the Company's earnings,
financial condition, capital requirements and such other factors as the Board of
Directors may consider relevant. Under the General Credit and Security Agreement
with Spectrum Commercial Services ("Spectrum"),  dated May 25, 1999 (relating to
the Company's  revolving line of credit),  the Company is prohibited from paying
cash dividends.

Item 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
          OPERATION

The following  discussion  should be read in conjunction  with the  consolidated
financial  statements and related notes included elsewhere herein. The Company's
future operating results may be affected by various trends and factors which are
beyond  the  Company's  control.   These  include,   among  other  factors,  the
competitive environment in which the Company operates, future capital needs, and
the uncertainty of government agency funding and contracting procedures.

With the exception of historical information,  the matters discussed below under
the headings  "Results of  Operations"  and "Capital  Resources  and  Liquidity"
include  forward-looking  statements that involve risks and  uncertainties.  The
Company wishes to caution readers that a number of important  factors  discussed
herein, and in other reports filed with the Securities and Exchange  Commission,
could affect the Company's  actual  results and cause them to differ  materially
from those in the forward- looking statements.

Until  September  30,  1999,  the Company  provided  analytical  services to the
mineral  exploration  industry.  Because of the increasingly  depressed  mineral
exploration  market,  the  Company  determined  to exit  the  mineralogical  and
geochemical  testing business segment on September 30, 1999. The Company entered
into an agency agreement with Inspectorate Griffith USA, Inc. Under the terms of
the agreement,  the Company  transferred all of its' domestic and  international
mineral customer contracts,  while retaining existing trade accounts receivable,
to  Inspectorate  along with the right to use the Licensed Mark for  promotional
marketing and sales activity. See "Discontinued Operations" below.

With  this  agreement,  the  Company  effectively  exited  the  mineral  testing
business.  Accordingly,  the Company's  financial results for 1998 and 1999 have
been  restated  to  reflect  its  continuing   business,   which  comprises  its
environmental testing and corporate activities.  The following discussion should
be read with this change in the Company's business activities in mind.



                                       9
<PAGE>


RESULTS OF OPERATIONS

The  following is a breakdown of operating  results from  continuing  operations
which  excludes the  discontinued  analytical  mineral  operations for the years
ended December 31, 1999 and 1998.

                                               Years Ended December 31
                                                1999             1998
                                                ----             ----

Sales of Services                            $4,044,000      $3,681,000
Cost of Services Sold                         2,969,000       2,730,000
                                             ----------      ----------

Gross Profit                                  1,075,000         951,000

Selling, General and
  Administrative Expenses                     1,445,000       2,065,000
                                             ----------      ----------

Operating Loss                                 (370,000)     (1,114,000)
                                             ----------      ----------

Other Income (Expense):
  Interest Income                                 2,000          23,000
  Interest Expense                              (87,000)        (11,000)
  Other Income                                   (7,000)          1,000
                                             ----------      ----------
                                                (92,000)         13,000
                                             ----------      ----------

Loss from Continuing Operations               $(462,000)    $(1,101,000)
                                             ==========      ==========

1999 COMPARED TO 1998

Net sales for 1999 from  continuing  operations of  $4,044,000  increased by 10%
compared to 1998 sales of $3,681,000. This increase reflects a general expansion
in the Company's  customer base due to improved marketing and sales programs and
maintenance  of  a  high  level  of  customer   service.   Within  this  general
improvement,  however,  there were shifts in the mix of the  Company's  business
from an  operational  standpoint.  The  following  table shows the  breakdown of
business by type of analytical work for 1999 compared with 1998 (in $000s).

Type of Work                    1999               1998           Increase
                                                                 (Decrease)
Radiochemistry              $   2,210          $   2,226          $  (16)
Inorganics                  $     904          $     977          $  (73)
Organics                    $     930          $     478          $  452

The most important aspect of the above table is the significant  increase in the
volume of  organics  work  performed  by the  Company.  This was the result of a
marketing program designed to take advantage of the surplus instrument  capacity
in the  Company's  organics  laboratory.  Specifically,  most  of the  increased
organics work was performed for three contract  operators at a major  Department
of Energy site in Texas.



                                       10
<PAGE>


The decline in inorganics  work was largely  attributable to the ongoing decline
in work volume from the Company's  second  largest  customer,  a former  uranium
mining company whose site clean-up work has been declining gradually for several
years and will  continue  to do so in the future.  While this change  leaves the
Company with spare capacity in its inorganics laboratory,  the overall change in
the mix of analytical work is beneficial because margins on organics  analytical
work are typically higher than those in inorganics work.

Gross  profit  of  the  environmental  laboratory  increased  from  $951,000  to
$1,075,000  between 1998 and 1999. This  represented a margin  improvement  from
25.8% in 1998 to 26.5% in 1999,  mainly  attributable to a reduction in the unit
costs of labor and other direct costs.  This, in turn was due to the increase in
organics revenues because this type of work is instrument  intensive rather than
labor  intensive  so that an almost 100%  increase in volume in this  laboratory
generated a relatively minor increase in labor and other direct costs. It is the
Company's  intention to endeavor to further increase the amount of organics work
as a proportion of total revenues.

Selling,  General and  Administrative  expenses  decreased to $1,445,000 in 1999
from $2,065,000 in 1998, a decrease of $620,000.  The most significant  elements
of the  decrease  were the  absence in 1999 of legal costs  associated  with the
investigation of the Company's organics laboratory, which occurred in 1998; non-
cash  compensation  charges  of  $275,000  associated  with two  private  equity
offerings  during  1998  whereas  there was no material  non- cash  compensation
charges  associated  with  the  1999  private  placement;  offset  by  increased
expenditures  on  marketing  and sales  programs and  additional  administrative
support and one-time expenses associated with a personnel change.

Net financing and interest  costs of the  environmental  laboratory  amounted to
$85,000 in 1999  compared  with net  interest  income in 1998 of  $12,000.  This
change represents the cost of the  receivables-backed  line of credit negotiated
with Spectrum during 1999. See "Capital Resources & Liquidity" below.

DISCONTINUED OPERATIONS

In  September  1999,  the Company  decided to dispose of its  mineralogical  and
geochemical  testing  business  segment due to the depressed  level of worldwide
mineral exploration activity.  Therefore,  it has separately reported the losses
from this segment as  discontinued  operations for all periods  presented in the
Statements of Operations.  The Company has estimated the net realizable value of
the  assets  and  estimated  costs and  expenses  directly  associated  with the
disposal.  The assets and liabilities of the discontinued  business segment have
been segregated in the Consolidated Balance Sheets.  Effective October 15, 1999,
the Company  entered into an agency  agreement with  Inspectorate  Griffith USA,
Inc.  Under the  terms of the  agreement,  the  Company  transferred  all of its
domestic and international mineral customer contracts,  while retaining existing
trade  accounts  receivable,  to  Inspectorate  along  with the right to use the


                                       11
<PAGE>


Licensed Mark for promotional  marketing and sales activity.  In  consideration,
the  Company  is  entitled  to a  commission  of 2  1/2%  payments  received  by
Inspectorate pursuant to the contracts for a period of three years. In addition,
Inspectorate  hired  certain of the  Company's  former  employees  and  acquired
certain fixed assets at fair market value.

The following is a breakdown of operating results from  discontinued  operations
for the years ended December 31, 1999 (through  September 30, 1999) and 1998 (in
$000's):

                                            Years Ended December 31,
                                            ------------------------
                                                1999          1998
                                                ----          ----

Sales of Services                            $ 1,252       $ 2,559
Cost of Services Sold                          2,053         2,448
                                             -------       -------

Gross Profit (Loss)                             (801)          111

Selling, General and
  Administrative Expenses                        446           420
                                             -------       -------


Operating Loss                                (1,247)         (309)
                                             -------       -------

Other Income (Expense):
  Costs to Close                              (1,086)         --
  Other Costs, Net                              --              (3)
  Gain on Sale of Assets                        --              17
                                             -------       -------
Total Other Income (Expense)                  (1,086)           14
                                             -------       -------

Net Loss                                     $(2,333)      $  (295)
                                             =======       =======

Included in costs to close are payments on leases until terminated,  transferred
or sublet;  costs to remodel,  clean and maintain the  facility;  reserve for an
account  receivable;  and write down of fixed and other assets to net realizable
value.

CAPITAL RESOURCES AND LIQUIDITY

The following is presented on a consolidated basis including both continuing and
discontinued operations.

The Company is faced with a significant  working capital  shortage.  At December
31, 1999,  negative working capital was $1,539,000.  Management is attempting to
minimize the  negative  impact of the working  capital  shortage  through  close
supervision of general and administrative  expenses. In addition, the Company is
seeking  additional equity and/or debt financing.  The Company has raised equity
capital  from  certain of its  existing  stockholders  and may continue to raise
additional  equity  capital from them. No assurance can be made that  additional
capital will be raised, or if raised, that it will be on terms beneficial to the
Company.



                                       12
<PAGE>


Cash and cash  equivalents  totaled  $92,000 at December 31, 1999  compared with
$173,000 at December 31, 1998. The $81,000 reduction  resulted from cash used in
operating  activities  of  $806,000  and cash used in  investing  activities  of
$269,000, offset by cash flows from financing activities of $994,000.

Cash used in operations of $806,000 resulted from operating losses of $2,795,000
(including losses from discontinued operations of $2,333,000 of which $1,086,000
is a loss on the  disposal of a business  segment)  plus a decrease in operating
assets (net of operating  liabilities) of $653,000,  offset by various  non-cash
items  including  depreciation  and  amortization   ($226,000),   and  bad  debt
provisions ($1,000).

Cash used in  investing  activities  of $269,000  was  related to  computer  and
instrument purchases for the Environmental business, and the purchase of a truck
for the Mexico  operation,  as well as cash paid in connection  with disposal of
the business segment.

Cash  from  financing  activities  resulted  from  the cash  collected  from the
December  1998 private  placement  of $255,000 in January  1999.  An  additional
146,111  shares of  restricted  common stock were sold in June 1999 for $26,000.
Additional cash was generated  through the release of a $150,000  Certificate of
Deposit which was pledged to the Colorado Department of Health and replaced with
a financial  guarantee  bond. Net cash of $267,000 was also generated  under the
line of credit  secured by the  Company's  assets and  limited to the  Company's
eligible  domestic  accounts  receivable.  The Company has not complied with the
nominal profit and other covenants in the General Credit and Security  Agreement
as of December 31, 1999.  Spectrum,  the lender, has waived these defaults until
May 15, 2000.  From October 1999 through  December 31, 1999, the Company entered
into  subscription  agreements  with  certain  existing  shareholders  to  issue
$373,000 of  convertible  notes,  with the option to increase  the offering to a
total of $500,000.  In early 2000,  funding  under this program was increased to
$700,000  from  $500,000.  Additional  notes for the  remaining  $127,000 of the
$500,000,  plus an additional $100,000 in convertible notes, were issued through
March 2000. All of the notes were convertible  into shares of restricted  common
stock at $.06 per share.  In April 2000,  all  $600,000 of notes were  converted
into 10,000,000 shares of common stock.

As of December 31, 1999,  the Company had a net working  capital  deficiency  of
$1,539,000.  This net working capital deficiency resulted principally from a net
loss of  $2,795,000  which  includes the loss from  discontinued  operations  of
$2,333,000  (including  depreciation  and other  non-cash  charges) for the year
ended December 31, 1999. Also contributing to the working capital deficiency was
the line of  credit of  $267,000,  subordinated  convertible  notes  payable  of
$373,000,  net  liabilities  of  discontinued  operations  of $627,000 and trade
accounts  payable and accrued  expenses of $1,120,000  which  includes  accruals
related to the discontinued operations.



                                       13
<PAGE>


The Company's  current cash  requirements to sustain its operations for the next
twelve months are estimated to be  approximately  $600,000.  The Company expects
that these requirements will be provided by a combination of cash generated from
operations,  cash provided by the  Company's  line of credit based upon eligible
domestic  accounts  receivable,  and cash from  short-term  debt  and/or  equity
financings with existing stockholders.

There can be no assurance that any funds required  during the next twelve months
or thereafter  can be generated  from  operations or, if such required funds are
not internally  generated,  that funds will be available  from external  sources
such as debt or  equity  financings  or  other  potential  sources.  The lack of
additional  capital  could force the Company to  substantially  curtail or cease
operations and would, therefore, have a material adverse effect on its business.
Further,  there can be no assurance that any such required  funds, if available,
will be available on attractive terms or that they will not have a significantly
dilutive effect on the Company's existing shareholders.

INCOME TAXES AND NET OPERATING LOSS CARRYFORWARDS

The Company's  effective tax rate differs  materially from the Federal statutory
rate of 34% as discussed in the notes to the accompanying consolidated financial
statements.

At  December  31,  1999,  the  Company  has  alternative  minimum tax credits of
approximately  $15,000  available to offset  future  federal  income taxes on an
indefinite  carryforward  basis and unused net operating loss  carryforwards  of
approximately  $6,085,000.  Such net  operating  loss  carryforwards  expire  in
varying amounts from 2000 to 2019 and are subject to certain  limitations  under
Section 382 of the Internal Revenue Code ("IRC") of 1986, as amended.

As of December 31,  1999, a valuation  allowance  of  $2,649,000  was  recorded,
because  management  of the  Company  is not able to  determine  that it is more
likely than not that the  Company's  deferred tax assets will be  realized.  The
Company has recorded a valuation  allowance primarily related to the uncertainty
of realizing  operating loss  carryforwards  due to limitations under the IRC of
1986.

INFLATION

Inflation  was not a  material  factor  in  either  the  sales or the  operating
expenses of the Company during the two year period ended December 31, 1999.



                                       14
<PAGE>



NEW ACCOUNTING PRONOUNCEMENTS

Statement of Financial  Accounting  Standards ("SFAS") No. 133,  "Accounting for
Derivative  Instruments  and  Hedging  Activities",  as amended by SFA No.  137,
requires  companies  to record  derivatives  on the  balance  sheet as assets or
liabilities  measured  at fair  market  value.  Gains or losses  resulting  from
changes in the values of those No. 133 is effective  for fiscal years  beginning
after June 15, 2000.  Management believes that the adoption of SFAS No. 133 will
have no effect on its financial statements.

YEAR 2000 COMPLIANCE

During  1999,  the  Company  initiated  its Year 2000  compliance  project.  The
evaluation addressed internal hardware and software, production instruments, key
vendors,  customers,  and other significant  third parties.  The Company did not
experience  any Y2K  disruptions,  nor did any  entity  expend  any  significant
amounts during 1999 or in 2000 to ensure Y2K compliance.













                                       15
<PAGE>




Item 7.   FINANCIAL STATEMENTS

Report of Independent Certified Public Accountants

To the Shareholders and Board of Directors of
Barringer Laboratories, Inc.
Golden, Colorado

We have  audited  the  accompanying  consolidated  balance  sheets of  Barringer
Laboratories,  Inc.  and  subsidiaries  as of December 31, 1999 and 1998 and the
related  consolidated  statements of operations,  shareholders' equity (deficit)
and cash flows for each of the years then ended. These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these 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 audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 12, in 1999 the Company disposed of its  mineralogical  and
geochemical testing business segment.  Accordingly,  the accompanying  financial
statements present the mineralogical and geochemical testing business segment as
a discontinued operation for all periods presented.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in  all  material   respects,   the  financial  position  of  Barringer
Laboratories,  Inc.  and  subsidiaries  at December  31, 1999 and 1998,  and the
results  of their  operations  and their  cash  flows for each of the years then
ended, in conformity with generally accepted accounting principles.



                                               /s/ BDO Seidman, LLP

Denver, Colorado
April 14, 2000, except for Note 4
  which is as of April 28, 2000.



                                       16
<PAGE>

<TABLE>
<CAPTION>

                            BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                     Years Ended December 31,
                                                                1999                         1998
                                                                ----                         ----

<S>                                                       <C>                           <C>
Sales of Services ...............................         $ 4,044,000                   $ 3,681,000

Cost of Services Sold ...........................           2,969,000                     2,730,000
                                                          -----------                   -----------

  Gross Profit ..................................           1,075,000                       951,000

Selling, General and
  Administrative Expenses .......................           1,445,000                     2,065,000
                                                          -----------                   -----------


  Operating Loss ................................            (370,000)                   (1,114,000)
                                                          -----------                   -----------


Other Income (Expense):
  Interest income ...............................               2,000                        23,000
  Interest expense ..............................             (87,000)                      (11,000)
  Other .........................................              (7,000)                        1,000
                                                          -----------                   -----------

Total Other Income (Expense) ....................             (92,000)                       13,000
                                                          -----------                   -----------

Loss from Continuing Operations .................            (462,000)                   (1,101,000)
                                                          -----------                   -----------

Discontinued Operations:
  Loss from discontinued
  operations of mineralogical
  and geochemical testing
  business segment ..............................          (1,247,000)                     (295,000)

  Loss on disposal of
  mineralogical and geochemical
  testing business segment ......................          (1,086,000)                         --
                                                          -----------                   -----------

  Total Discontinued Operations .................          (2,333,000)                     (295,000)
                                                          -----------                   -----------

Net Loss ........................................         $(2,795,000)                  $(1,396,000)
                                                          ===========                   ===========

</TABLE>




See accompanying notes to consolidated financial statements.






                                       17
<PAGE>


<TABLE>
<CAPTION>


                            BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                 Years Ended December 31,
                                                                            1999                       1998
                                                                            ----                       ---
<S>                                                                 <C>                        <C>
Per Share Data:

Net Loss per common share

    Basic and Diluted:

         Loss from Continuing
           Operations ......................................        $       (.07)              $       (.45)

         Loss from Discontinued
           Operations ......................................                (.35)                       (.12)
                                                                    -------------               ------------

         Net Loss ..........................................        $       (.42)              $         (.57)
                                                                    =============               =============

Weighted average common
  shares outstanding

    Basic and Diluted ......................................            6,672,263                   2,442,817
                                                                    =============               =============

</TABLE>










See accompanying notes to consolidated financial statements.


                                       18
<PAGE>

<TABLE>
<CAPTION>

                             BARRINGER LABORATORIES, INC. & SUBSIDIARIES
                                     CONSOLIDATED BALANCE SHEETS

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

Current Assets:
  Cash and cash equivalents ...................................     $   92,000                 $  173,000
  Trade receivables, less
    allowance of $116,000 and
    $13,000 for doubtful accounts .............................        705,000                    636,000
  Prepaid expenses and other ..................................         92,000                    114,000
  Net assets of discontinued operations .......................           --                      509,000
  Subscription receivable .....................................           --                      255,000
                                                                    ----------                 ----------

    Total Current Assets ......................................        889,000                  1,687,000
                                                                    ----------                 ----------


Property and Equipment:
  Machinery and equipment .....................................      1,375,000                  1,332,000
  Machinery and equipment under
    capital lease obligations .................................        234,000                    234,000
  Leasehold improvements ......................................        519,000                    514,000
  Office furniture and equipment ..............................         59,000                     59,000
                                                                    ----------                 ----------
                                                                     2,187,000                  2,139,000
  Less accumulated depreciation and
    amortization ..............................................      2,054,000                  1,927,000
                                                                    ----------                 ----------

    Net Property and Equipment ................................        133,000                    212,000
                                                                    ----------                 ----------

Other Assets:
  Certificate of Deposit ......................................           --                      150,000
  Other .......................................................         34,000                     32,000
                                                                    ----------                 ----------
Total Other Assets ............................................         34,000                    182,000
                                                                    ----------                 ----------


Total Assets ..................................................     $1,056,000                 $2,081,000
                                                                    ==========                 ==========

</TABLE>








See accompanying notes to consolidated financial statements.



                                       19
<PAGE>

<TABLE>
<CAPTION>


                             BARRINGER LABORATORIES, INC. & SUBSIDIARIES
                                     CONSOLIDATED BALANCE SHEETS

                                                                            December 31,
                                                                     1999                       1998
                                                                     ----                       ----
<S>                                                                 <C>                        <C>
Liabilities and Shareholders' Equity/(Deficit)

Current Liabilities:
     Line of credit .........................................   $   267,000                $      --
     Subordinated convertible notes
         payable ............................................       373,000                       --
     Trade accounts payable .................................       562,000                    195,000
     Accrued liabilities:
         Payroll, compensation and
              related expenses ..............................       178,000                    203,000
         Accrued property tax ...............................        38,000                     41,000
         Other ..............................................       342,000                    150,000
     Current maturities of obligations
         under capital lease ................................        41,000                     74,000
     Net liabilities of discontinued
         operations .........................................       627,000                       --
                                                                -----------                -----------

         Total Current Liabilities ..........................     2,428,000                    663,000

Obligations under capital lease,
     less current maturities ................................        31,000                     71,000
                                                                -----------                -----------

         Total Liabilities ..................................     2,459,000                    734,000
                                                                -----------                -----------

Commitments and Contingencies

     Shareholders' Equity/(Deficit)
         Preferred stock, $2.00 par value,
              1,000,000 shares authorized;
              none issued ...................................          --                         --
         Common stock, $0.01 par value,
              50,000,000 shares authorized;
              6,708,982 and 3,407,315
              issued and outstanding ........................        68,000                     34,000
         Treasury stock, at cost ............................        (5,000)                      --
         Common stock to be issued ..........................          --                      575,000
         Additional paid-in capital .........................     3,752,000                  3,184,000
         Accumulated deficit ................................    (5,218,000)                (2,423,000)
         Accumulated other comprehensive
              income ........................................          --                      (23,000)
                                                                -----------                -----------

     Total Shareholders' Equity/(Deficit) ...................    (1,403,000)                 1,347,000
                                                                -----------                -----------

     Total Liabilities and
         Shareholders' Equity/(Deficit) .....................   $ 1,056,000                $ 2,081,000
                                                                ===========                ===========
</TABLE>




See accompanying notes to consolidated financial statements.




                                       20
<PAGE>

<TABLE>
<CAPTION>

                            BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
                                    (IN 000'S EXCEPT SHARE DATA)

                               Years Ended December 31, 1999 and 1998

                                                                 Common Stock                                   Treasury Stock
                                              -----------------------------------------------------             --------------
                                                       Issued                     To Be Issued
                                              Shares            Amount       Shares          Amount         Shares         Amount
                                              ------            ------       ------          ------         ------         ------
<S>                                          <C>          <C>               <C>           <C>              <C>             <C>
Balance, January 1, 1998 ..............      1,590,649     $       16           --        $     --              --       $     --
Private Placement, net of
  issuance costs of $9,
  April 1998 ..........................      1,666,666             17           --              --              --             --
Private Placement, December
  1998 ................................           --             --        3,055,556             550            --             --
Stock Granted to Directors ............           --             --          100,000              25            --             --
Stock Issued in Acquisition ...........        150,000              1           --              --              --             --
Net Loss for Year .....................           --             --             --              --              --             --
                                            ----------     ----------     ----------      ----------      ----------     ----------
Balance, December 31, 1998 ............      3,407,315             34      3,155,556             575            --             --
Private Placement December
  1998 ................................      3,055,556             31     (3,055,556)           (550)           --             --
Stock Granted to Directors ............        100,000              1       (100,000)            (25)           --             --
Private Placement, May 1999 ...........        146,111              2           --              --              --             --
Purchase of Management Stock ..........           --             --             --              --            27,777             (5)
Foreign currency translation
  adjustment - discontinued
  operations ..........................           --             --             --              --              --             --
Net Loss for Year .....................           --             --             --              --              --             --
                                            ----------     ----------     ----------      ----------      ----------     ----------
Balance, December 31, 1999 ............      6,708,982     $       68           --        $     --            27,777     $       (5)
                                            ==========     ==========     ==========      ==========      ==========     ==========

<CAPTION>
                                                                                          Accumulated
                                                  Additional                                 Other
                                                   Paid-In           Accumulated         Comprehensive
                                                   Capital             Deficit               Income             Total
                                                  ----------         -----------         -------------          -----
<S>                                               <C>                <C>                 <C>                 <C>
Balance, January 1,1998 ...............            $ 2,397            $(1,027)            $   (23)            $ 1,363
Private Placement, net of
  issuance costs of $9, April
  1998 ................................                657               --                  --                   674
Private Placement, December
  1998 ................................                 92               --                  --                   642
Stock Granted to Directors ............               --                 --                  --                    25
Stock Issued in Acquisition ...........                 38               --                  --                    39
Net Loss for Year .....................               --               (1,396)               --                (1,396)
                                                   -------            -------             -------             -------
Balance, December 31, 1998 ............              3,184             (2,423)                (23)              1,347
Private Placement December
  1998 ................................                519               --                  --                  --
Stock Granted to Directors ............                 24               --                  --                  --
Private Placement, May 1999 ...........                 25                 27
Purchase of management stock ..........               --                 --                  --                    (5)
Foreign currency translation
  adjustment - discontinued
  operations ..........................               --                 --                    23                  23
Net Loss for Year .....................               --               (2,795)               --                (2,795)
                                                   -------            -------             -------             -------
Balance, December 31, 1999 ............            $ 3,752            $(5,218)            $  --               $(1,403)
                                                   =======            =======             =======             =======
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.


                                       21
<PAGE>

<TABLE>
<CAPTION>

                            BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                          INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                                                        Years Ended December 31,
                                                                   1999                         1998
                                                                   ----                         ----
Cash Flows From Operating Activities
<S>                                                            <C>                          <C>
Net loss ..................................................    $(2,795,000)                 $(1,396,000)
Adjustments to reconcile net loss
  to net cash used in operating
  activities:
Compensatory costs related to
  issuances of common stock ...............................           --                        275,000
Loss on disposal of discontinued
  operations ..............................................      1,086,000                         --
Depreciation and amortization .............................        226,000                      181,000
(Gain) loss on disposal of assets .........................           --                        (17,000)
Bad debt expense ..........................................          1,000                       24,000
Compensation costs related to stock
  grants to directors .....................................           --                         25,000
(Increase) decrease in operating
  assets net of operating liabilities .....................        653,000                      (82,000)
                                                               -----------                  -----------

Cash Used in Operating Activities .........................       (829,000)                    (990,000)
                                                               -----------                  -----------

Cash Flows From Investing Activities
Purchase of property and equipment ........................        (85,000)                    (120,000)
Cash paid upon disposal of
  discontinued operations .................................       (161,000)                        --
Proceeds from sale of assets ..............................           --                         17,000
                                                               -----------                  -----------
Cash Used in Investing Activities .........................       (246,000)                    (103,000)
                                                               -----------                  -----------

Cash Flows From Financing Activities
Borrowing under line of credit ............................        267,000                         --
Proceeds from issuing convertible notes ...................        373,000                         --
Proceeds from sale of common stock ........................         27,000                      786,000
Redemption of certificate of deposit ......................        150,000                         --
Purchase of common stock ..................................         (5,000)                        --
Payments on capital lease obligations .....................        (73,000)                     (44,000)
Proceeds from satisfaction of
  subscription receivable .................................        255,000                         --
                                                               -----------                  -----------

Cash Provided By Financing
  Activities ..............................................        994,000                      742,000
                                                               -----------                  -----------

Decrease in cash ..........................................        (81,000)                    (351,000)

Cash and cash equivalents beginning
  of year .................................................        173,000                      524,000
                                                               -----------                  -----------

Cash and cash equivalents, end of year ....................    $    92,000                  $   173,000
                                                               ===========                  ===========
</TABLE>


See accompanying notes to consolidated financial statements.


                                       22
<PAGE>

<TABLE>
<CAPTION>

                            BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                          INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                                         Years Ended December 31,
                                                        1999                  1998
                                                        ----                  ----
<S>                                                  <C>                   <C>
Decrease (increase) in operating
  assets net of operating liabilities

         Trade receivables ......................    $ 74,000              $ (26,000)
         Other current assets ...................     101,000               (120,000)
         Other assets ...........................      10,000                 (9,000)
         Accounts payable and accrued
             liabilities ........................     468,000                 73,000
                                                     --------               --------

Total, net ......................................    $653,000              $ (82,000)
                                                     ========               ========
</TABLE>










See accompanying notes to consolidated financial statements.



                                       23
<PAGE>


                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Barringer Laboratories, Inc., (the "Company") is an analytical services company,
principally  engaged  in  analytical  testing  for  the  environmental  services
industry.

MANAGEMENT'S PLAN

The  Company's  operating  plan for 1999  focused on  revitalizing  its  Mineral
Division, which had suffered a steep decline in revenues during 1998, due to the
depressed level of worldwide mineral  exploration  activity.  Conditions in this
market continued to deteriorate  during 1999 and the Company  determined to exit
this business (See Note 12).

The Company  entered into an agency  agreement with  Inspectorate  Griffith USA,
Inc.  (Inspectorate)  effective  October  15,  1999.  Under  the  terms  of  the
agreement, the Company transferred all of its domestic and international mineral
testing customer contracts,  while retaining existing trade accounts receivable,
to  Inspectorate  along with the right to use the Licensed Mark for  promotional
marketing and sales  activity.  In  consideration,  the Company is entitled to a
commission  of 2 1/2% of  payments  received  by  Inspectorate  pursuant  to the
contracts  for a period of three  years.  No  commission  has been  recorded  or
received from  Inspectorate  as of December 31, 1999. In addition,  Inspectorate
has hired certain of the Company's  employees and acquired  certain fixed assets
at fair  market  value.  The  Company  has  recorded a loss on  disposal of this
segment of $1,086,000,  which includes all foreign investments and an immaterial
minority interest.

The Company's intent is to focus on the environmental testing services business.

As of December 31, 1999,  the Company had a net working  capital  deficiency  of
$1,539,000.  This net working capital deficiency resulted principally from a net
loss of  $2,795,000  which  includes the loss from  discontinued  operations  of
$2,333,000  (including  depreciation  and other  non-cash  charges) for the year
ended December 31, 1999. Also contributing to the working capital deficiency was
the line of  credit of  $267,000,  subordinated  convertible  notes  payable  of
$373,000,  net  liabilities  of  discontinued  operations  of $627,000 and trade
accounts  payable and accrued  expenses of $1,120,000  which  includes  accruals
related to the discontinued operations.


                                       24
<PAGE>

                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company's  current cash  requirements to sustain its operations for the next
twelve  months are  estimated  to be  $600,000.  The Company  expects that these
requirements   will  be  provided  by  a  combination  of  cash  generated  from
operations,  cash provided by the  Company's  line of credit based upon eligible
domestic  accounts  receivable,  and cash from  short-term  debt  and/or  equity
financings with existing stockholders.

To address its funding  requirements,  the Company has sold shares of its common
stock and has issued  convertible  notes.  During October through December 1999,
the Company issued $373,000 of subordinated  convertible  notes, and in May 1999
the  Company  entered  into a line of  credit  agreement  (Note 4) to  replace a
factoring  agreement  (Note 3). From January  through March 31, 2000 the Company
issued  an  additional  $227,000  of  subordinated  convertible  notes for total
proceeds of $600,000.  The notes were converted into 10,000,000 shares of common
stock in April 2000.

There can be no assurance that any funds required  during the next twelve months
or thereafter  can be generated  from  operations or, if such required funds are
not internally  generated,  that funds will be available  from external  sources
such as debt or  equity  financings  or  other  potential  sources.  The lack of
additional  capital  could force the Company to  substantially  curtail or cease
operations and would, therefore, have a material adverse effect on its business.
Further,  there can be no assurance that any such required  funds, if available,
will be available on attractive terms or that they will not have a significantly
dilutive effect on the Company's existing shareholders.

PRINCIPLES OF CONSOLIDATION

The accompanying  consolidated financial statements comprise the accounts of the
Company,  its  wholly-owned  Mexican  subsidiary,  its  wholly-owned  Nicaraguan
subsidiary,  and  its  67%  owned  Peruvian  subsidiary.  All  accounts  of  the
subsidiaries are a part of the discontinued operations and intercompany balances
and transactions have been eliminated in  consolidation.  In connection with its
discontinued  operations,  the Company has written off the  immaterial  minority
interest in its Peruvian operations.

PRINCIPAL MARKETS

Sales  of  services  of the  Company's  continuing  business  are  primarily  to
customers located in the United States. For the year ended December 31, 1999 and
1998,  based upon  total  sales,  20% and 11%,  respectively,  of the  Company's
Environmental  Division  Services  were  provided  under  contracts  relating to
federal government spending for environmental enforcement and restoration.


                                       25
<PAGE>


                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PRINCIPLES OF TRANSLATION

Effective January 1, 1997, the Company  remeasured the assets and liabilities of
its Mexican  subsidiary from pesos to U.S.  dollars since Mexico is considered a
highly inflationary economy. Non- monetary assets and liabilities are remeasured
at the exchange rate at the date of the change in the functional currency, which
rate then becomes, in effect, the "historical rate" for translating those assets
in the future.  Monetary  assets and  liabilities are remeasured at the exchange
rate in effect at the date a transaction occurs. Gains and losses related to the
remeasurement  of monetary assets and  liabilities  are included in income.  The
Peruvian and Nicaraguan subsidiaries were reported in U.S. dollars.

FINANCIAL INSTRUMENTS AND CREDIT RISK CONCENTRATION

The carrying amounts of financial instruments, including cash equivalents, trade
accounts  receivable,  trade  accounts  payable  and  accrued  liabilities,  are
approximated  at fair value because of the  immediate or short-term  maturity of
these  instruments.  Fair value of the Company's line of credit and  convertible
notes  payable  approximate  carrying  value based upon market  rates  currently
available for debt with similar terms and maturities.

Credit risk  represents  the  accounting  loss that would be  recognized  at the
reporting  date if  counterparties  failed to completely  perform as contracted.
Concentrations  of credit risk,  whether on or off the balance sheet, that arise
from  financial   instruments  exist  for  groups  of  customers  or  groups  of
counterparties when they have similar economic  characteristics that would cause
their  ability to meet  contractual  obligations  to be  similarly  effected  by
changes in economic or other conditions.

Concentrations  of credit risk with respect to trade  receivables  are generally
limited due to customers being dispersed across geographic areas. Ongoing credit
evaluations of customers'  financial  condition are performed and,  generally no
collateral is required.  The Company maintains an allowance for potential losses
based on management's analysis of possible uncollectible accounts.

SALES OF ACCOUNTS RECEIVABLE

The Company applies Statement of Financial  Accounting  Standards  ("SFAS") 125,
"Accounting for Transfers and Servicing of Financial Assets and  Extinguishments
of  Liabilities".  SFAS 125 provides  consistent  standards  for  distinguishing
transfers of  financial  assets that are sales from  transfers  that are secured
borrowings.  Under SFAS 125,  after a transfer of  financial  assets,  an entity
recognizes 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.



                                       26
<PAGE>

                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

USE OF ESTIMATES

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

PROPERTY, EQUIPMENT, DEPRECIATION AND AMORTIZATION

Property and equipment are carried at cost.  Depreciation  of owned equipment is
computed on a straight-line basis over the estimated useful lives of the related
assets,  generally from three to ten years. Leasehold improvements are amortized
over the term of the related lease,  generally from five to ten years. Equipment
under capital leases is amortized on a straight-line  basis over the term of the
lease,  generally three to five years,  which  approximates the estimated useful
lives of the leased equipment.

Depreciation  expense  for the years  ended  December  31,  1999 and  1998,  was
$226,000 and $181,000, respectively.

LONG-TERM ASSETS

The Company  applies SFAS 121,  "Accounting  for the  Impairment  of  Long-Lived
Assets". Under SFAS 121, long-lived assets and certain intangibles are evaluated
for  impairment  when  events or  changes  in  circumstances  indicate  that the
carrying  value of the  assets  may not be  recoverable  through  the  estimated
undiscounted  future cash flows resulting from the use of these assets. When any
such impairment  exists,  the related assets will be written down to fair value.
In connection with the Company's  discontinued  operations,  included in loss on
disposal of  discontinued  operations  is $40,000  relating to the write down of
long-term assets to fair market value.

INCOME TAXES

The Company  accounts  for income  taxes under SFAS 109  "Accounting  for Income
Taxes". Accordingly, deferred tax liabilities and assets are determined based on
temporary  differences between the tax basis of assets and liabilities and their
reported  amounts in the  financial  statements  that will  result in taxable or
deductible amounts in future years using the enacted tax rates in effect for the
year in which the differences are expected to reverse.



                                       27
<PAGE>


                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REVENUE RECOGNITION

Sales are  recorded in the  periods  that  services  are  performed.  Revenue is
recognized  when  sample  testing is  completed  and a report is  issued.  Where
contracts  provide for testing of multiple samples at varying times,  revenue is
recognized  on a per sample  basis when sample  testing for a batch is completed
and the report is issued.

STATEMENTS OF CASH FLOWS

For purposes of the Statements of Cash Flows, the Company considers cash and all
highly liquid  investments with an original  maturity of three months or less to
be cash and cash equivalents.

LOSS PER SHARE

The Company follows the provisions of SFAS 128,  "Earnings Per Share".  SFAS 128
provides for the calculation of "Basic" and "Diluted" loss per share. Basic loss
per share includes no dilution and is computed by dividing  losses  available to
common  shareholders by the weighted average number of common shares outstanding
for the  period.  Diluted  loss per share  reflects  the  potential  dilution of
securities  that could share in the loss of an entity,  similar to fully diluted
loss per share. In loss periods, dilutive common equivalent shares are excluded,
as the effect would be anti-dilutive.  For the years ended December 31, 1999 and
1998,  212,000 and 191,600 dilutive potential common shares were not included in
the   computation   of  diluted  loss  per  share   because   their  effect  was
anti-dilutive.  For the year ended  December 31,  1999,  debt  convertible  into
6,216,666  common shares was not included in the computation of diluted loss per
share because its' effect was anti-dilutive.

STOCK OPTION PLANS

The Company  applies  Accounting  Principal Board Opinion ("APB") 25 "Accounting
for Stock Issued to Employees",  and related  Interpretations  in accounting for
all stock option plans.  Under APB 25, no compensation  cost has been recognized
for stock  options  issued to employees as the exercise  price of the  Company's
stock  options  granted  equals or exceeds  the market  price of the  underlying
common stock on the date of grant.

SFAS 123,  "Accounting  for Stock-Based  Compensation",  requires the Company to
provide pro forma  information  regarding net income  (loss) as if  compensation
cost for the Company's stock option plans had been determined in accordance with
the fair value based method prescribed in SFAS 123.



                                       28
<PAGE>

                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

COMPREHENSIVE INCOME

The Company adopted SFAS 130, "Reporting  Comprehensive  Income".  Comprehensive
income  is  comprised  of net  income  and  all  changes  to the  statements  of
shareholders' equity, except those due to investment by shareholders, changes in
paid-in-capital and distributions to shareholders.  SFAS 130 does not impact the
Company's financial statements for the year ended December 31, 1998. During 1999
the Company wrote off its only item of accumulated other  comprehensive  income,
translation adjustment, in connection with its discontinued operations.

NEW ACCOUNTING PRONOUNCEMENTS

SFAS  133,  "Accounting  for  Derivative  Instruments  and  Hedging  Activities"
requires  companies  to record  derivatives  on the  balance  sheet as assets or
liabilities  measured  at fair  market  value.  Gains or losses  resulting  from
changes in the values of those  derivatives  are  accounted for depending on the
use of the  derivative  and whether it qualifies for hedge  accounting.  The key
criterion for hedge accounting is that the hedging  relationship  must be highly
effective in achieving offsetting changes in fair value or cash flows. SFAS 133,
which was amended by SFAS 137, is  effective  for fiscal years  beginning  after
June 15, 2000.  Management  believes  that the adoption of SFAS 133 will have no
material impact on its financial statements.

RECLASSIFICATIONS

Certain  amounts in prior year financial  statements  have been  reclassified to
conform with current year presentation.

1.   ACQUISITION

On December 4, 1998, the Company  completed the acquisition of certain assets of
Shasta Geochemistry  Laboratory,  Inc. ("Shasta"), a mineral analytical services
company, in an all stock transaction, for 150,000 shares of the Company's common
stock valued at $39,000 and contingent future consideration of additional common
stock,  not to exceed an additional  150,000 shares of common stock.  The assets
acquired  included  customer lists and a  noncompetition  agreement  between the
President of Shasta and the Company.

The  acquisition  was  accounted for as a purchase with the assets valued at the
fair value of the common stock issued by the Company.  This value was  allocated
to customer list (50%) and noncompetition agreement (50%). All assets associated
with this  acquisition  have been  written  off as of  September  30,  1999,  in
connection  with the Company's  discontinued  operations  (see Note 12).  During
1998,  the results of  operations  of Shasta were  included in the  accompanying
financial  statements from the date of  acquisition,  and have been restated and
presented as discontinued operations.



                                       29
<PAGE>



                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.   CERTIFICATE OF DEPOSIT

During 1998,  the Company had a certificate of deposit in the amount of $150,000
to support the Company's  radioactive materials handling license, as required by
the Colorado Department of Health. This license is a regulatory  requirement for
any company engaged in the analysis of radioactive  materials.  During 1999, the
certificate  of deposit was replaced with a $150,000 bond. The bond's purpose is
to cover any potential  remediation  costs with respect to the Company's  Golden
facility.

3.   SALE OF ACCOUNTS RECEIVABLE

During 1998 and 1999 the Company sold approximately $101,000 and $216,000 of its
accounts  receivable to an independent  factoring company under an agreement for
approximately  $80,000 and $174,000 which reflects a 20% retainage.  Pursuant to
the provisions of SFAS 125, the Company  reflected the  transaction as a sale of
assets less the costs of the transaction and less any anticipated future loss in
value of the retained asset.  To the extent that payments from customers  exceed
the amount  received from the factoring  company,  the difference  less fees and
expenses is refunded to the Company.  The Company received the retained share of
all of these receivables. This agreement was terminated in June, 1999.

4.   LINE OF CREDIT

On May 25,  1999,  the  Company  entered  into a  General  Credit  and  Security
Agreement  with  Spectrum  Commercial  Services,  a division  of Lyon  Financial
Services, Inc. ("Spectrum").

Under the  Credit  Agreement,  Spectrum  agreed to provide a  revolving  line of
credit, secured by essentially all of the Company's assets. The Company assigned
substantially  all  collections  on its  domestic,  and some  foreign,  accounts
receivable to Spectrum.

The Note is due on May 24, 2001,  or earlier upon demand.  The maturity  date of
the line of  credit  may be  extended  after  May 24,  2001 by the  Company  for
successive twelve month periods.  Spectrum,  upon certain specified  conditions,
including the demand  feature,  may terminate  the Credit  Agreement  before the
maturity  date.  However,  the Credit  Agreement  provides  that if the  Company
terminates the Credit  Agreement before the maturity date, it will be liable for
a  prepayment  charge  equal to  $3,800  times the  number  of months  until the
maturity date.

The maximum amount which Spectrum will advance at any given time is equal to the
lesser of:

          -    a borrowing base equal to 80% of the Company's  eligible accounts
               receivable, as defined in the agreement, or
          -    a maximum principal amount of $750,000.



                                       30
<PAGE>


                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In  addition,  Spectrum,  in its sole  discretion,  may decrease or increase the
borrowing base percentage below or above the 80% described above.

Advances  under the line of credit bear interest at the prime lending rate (8.5%
as of December 31, 1999) as defined in the agreement, plus 5.35%.

Provisions of the credit agreement  indicate that, if the Company meets required
profit levels, as defined in the agreement, the interest rate will be reduced to
prime plus 4.35%.  However,  in no event will the interest rate be less than 10%
per year, and the interest  payable for each calendar month will be a minimum of
$3,800,  regardless of the amounts which have been  advanced.  The profit levels
were not met in 1999.

The Company is obligated under the Credit Agreement for an administration fee of
$2,000 per calendar quarter and annual life maintenance fee of $15,000.

The Credit Agreement also includes various  affirmative and negative  covenants,
which the Company must meet. The affirmative  covenants  include the requirement
that the Company  maintain  nominal  profit  levels  before income taxes or that
restrict  the net losses  that the  Company may incur.  The  negative  covenants
prohibit or restrict, without Spectrum's consent, such items as expenditures for
fixed assets, indebtedness,  recapitalizations, mergers, entry into new lines of
business,   employee   compensation  and  substantial  changes  in  the  present
ownership,  management or business of the Company and require submission of Form
10-KSB within 90 days of year-end. The Company has not complied with the nominal
profit and the  financial  statement  covenants  as of December 31, 1999 and has
received  waivers of the  defaults.  Additionally,  Spectrum  has  consented  to
certain transactions prohibited by the agreement,  including the issuance of the
subordinated,  convertible  notes payable and the repurchase of a  stockholder's
shares. As of December 31, 1999, $266,809 is outstanding under this agreement.

5.   OBLIGATIONS UNDER CAPITAL LEASE

Obligations under the Company's capital leases consist of the following:

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

Obligations under capital lease                        $ 72,000         $145,000

Less current maturities                                  41,000           74,000
                                                       --------         --------

                                                       $ 31,000         $ 71,000
                                                       ========         ========

                                       31
<PAGE>

                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 1999,  future net minimum lease  payments under capital lease
obligations are as follows:

          2000                                       $ 48,000
          2001                                         32,000
                                                     --------

Total minimum lease payments                           80,000
Less amounts representing interest                      7,000
Less amounts representing executory costs               1,000
                                                     --------

Present value of net minimum lease payments          $ 72,000
                                                     ========

At December 31, 1999,  cost and  accumulated  depreciation of assets under lease
obligations are $233,550 and $144,749, respectively.

6.   INCOME TAXES

Sources of loss before income taxes include:

                                                     1999                 1998
                                                     ----                 ----

United States operations                        $(2,303,000)        $  (993,000)
Foreign operations                                 (492,000)           (403,000)
                                                -----------         -----------

                                                $(2,795,000)        $(1,396,000)
                                                ===========         ===========

The  provision  (benefit)  for income  taxes for the years  ended  December  31,
consisted of the following:

                                                      1999               1998
                                                      ----               ----
Current:
  Federal                                         $    --             $    --
  State                                                --                  --

Deferred:
  Federal                                          (744,000)           (302,000)
  State                                             (66,000)            (24,000)
                                                  ---------           ---------
                                                   (810,000)           (326,000)
Increase in
  valuation allowance                               810,000             326,000
                                                  ---------           ---------

  Federal                                         $    --             $    --
                                                  =========           =========


                                       32
<PAGE>


                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following  summary  reconciles  income taxes at the United States  statutory
rate of 34% in 1999 and 1998 with the actual taxes:

                                                             December 31,
                                                       1999               1998
                                                       ----               ----
Federal benefit computed
  at the statutory rate                             $(950,000)        $(475,000)
Losses for which no tax
  benefit has been recognized                         191,000           169,000
Valuation allowance                                   810,000           326,000
Other                                                 (51,000)          (20,000)
                                                    ---------         ---------

Provision for income taxes                          $    --           $    --
                                                    =========         =========

Temporary  differences  between the financial statement carrying amounts and the
tax basis of assets and labilities that give rise to significant portions of the
net deferred tax asset relate to the following:

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

Tax operating loss carryforwards                   $ 2,251,000    $ 1,586,000
Property and equipment, principally
  due to differences in depreciation                   125,000        162,000
Discontinued operations accrual                        170,000           --
Expense accruals                                        22,000         57,000
Other                                                  111,000         62,000
                                                   -----------    -----------
                                                     2,679,000      1,867,000
Valuation allowance                                 (2,649,000)    (1,837,000)
                                                   -----------    -----------

Net deferred tax asset                             $    30,000    $    30,000
                                                   ===========    ===========

At December 31, 1999 and 1998,  the net deferred tax asset  recorded is included
in prepaid expenses and other in the accompanying  consolidated  balance sheets.
As of December 31, 1999 and 1998, a valuation  allowance has been  recorded,  as
management  of the Company is not able to determine  that it is more likely than
not that the deferred tax asset will be realized.

At  December  31,  1999,  the  Company  has  alternative  minimum tax credits of
approximately  $15,000  available to offset  future  federal  income taxes on an
indefinite  carryforward  basis and unused net operating loss  carryforwards  of
approximately  $6,085,000.  Such net  operating  loss  carryforwards  expire  in
varying amounts from 2000 to 2019 and are subject to certain  limitations  under
Section 382 of the Internal Revenue Code ("IRC") of 1986, as amended.


                                       33
<PAGE>


                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.   SUBORDINATED CONVERTIBLE NOTES PAYABLE

During  October   through   December  1999,  the  Company  issued   $373,000  of
subordinated,  convertible notes pursuant to subscription agreements to purchase
shares of the Company's  common stock at $.06 per share (the  conversion rate of
the notes) to certain existing  stockholders.  Such stockholders include a major
stockholder  who  purchased  notes of $325,000 and the  Company's  President who
purchased notes of $12,000. The notes, which are secured by substantially all of
the Company's  assets,  and are subordinated to the line of credit,  are due two
years from the date of issuance.  The notes are non-interest bearing. All of the
notes were  converted  to  6,216,666  shares of common  stock during April 2000.
Imputed  interest  expense  computed at a market rate and beneficial  conversion
feature of the notes were not material for the year ended December 31, 1999.

8.   SHAREHOLDERS' EQUITY

PURCHASE OF TREASURY STOCK

During  November 1999, the Company  purchased  27,777 shares of its common stock
from a former  employee  for $5,000.  The shares of stock will be  cancelled  in
2000.

SALE OF COMMON STOCK

Effective  April 1998,  the Company  completed  the sale of 1,666,666  shares of
restricted common stock at a price of $.30 per share for $500,000, less issuance
costs of $9,000, to provide additional working capital.  In addition,  effective
December  1998, the Company  finalized an agreement to sell 3,055,556  shares of
restricted common stock at a price of $.18 per share for $550,000  consisting of
$295,000 of cash  proceeds  and stock  subscriptions  receivable  of $255,000 to
provide additional  working capital.  Subsequent to December 31, 1998, all stock
subscriptions  receivable  were  collected  and the shares of common  stock were
issued.

The shares were issued at prices less than the quoted  market price per share on
the effective dates. The difference between the per share transaction prices, as
adjusted for  dilution,  and the issuance  price has been recorded as a $183,000
and a $92,000  non- cash  charge,  respectively,  and are  included  in Selling,
General and Administrative Expenses in the Consolidated Statements of Operations
for the year ended December 31, 1998.

Among the  subscribers of the two placements were three members of the Company's
board of directors, two of whom had already been significant  shareholders.  The
shares were issued pursuant to exemptions from  registration  under Section 4(2)
of the Securities Act of 1933, as amended.


                                       34
<PAGE>

                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During May 1999, the Company issued 146,111 shares of common stock at a price of
$.18 per share for $26,300. Net proceeds were used to provide additional working
capital.

STOCK GRANTED TO DIRECTORS

In December  1998,  the Company  granted  100,000  shares of its common stock to
outside  directors  in  consideration  for 1998  directors'  fees.  The  Company
recorded  compensatory  expense of  $25,000  in 1998 based upon the  approximate
market price per share at date of grant.  The shares of common stock were issued
in February 1999. No shares of common stock were granted to directors in 1999.

PREFERRED STOCK

The Preferred Stock of the Company can be issued in series. With respect to each
series issued, the Board of Directors of the Company will determine, among other
things,  the number of shares in the series,  voting rights and terms,  dividend
rates  and  terms,   liquidation   preferences  and  redemption  and  conversion
privileges.  There was no preferred  stock  outstanding at December 31, 1999 and
1998.

9.   STOCK OPTIONS, WARRANTS AND STOCK APPRECIATION RIGHTS

The following table sets forth the number of shares of common stock  outstanding
plus the  common  shares  that are  reserved  as of  December  31,  1999 for all
outstanding options and warrants.

                                                           Shares of
                                      Exercise or          Common Stock
                                      Option Price         Outstanding or
     Security                         Per Share            Reserved for Issuance
     --------                         ------------         ---------------------
Common Stock - Outstanding                                     6,681,206
Stock Options (a)                       $ .10                     65,000
                                        $ .50                     10,000
                                        $1.00                     32,000
Warrants (b)
  Nassau Group Warrants                 $1.06                     80,000
    expiring in May, 2001               $1.25                     25,000
                                                               ---------

Total                                                          6,893,206
                                                               =========
(a)      STOCK OPTIONS

At December  31,  1999,  the Company had three  stock  option  plans,  which are
described  below.  The Company  applies APB 25,  "Accounting for Stock Issued to
Employees",  and related  Interpretations in accounting for all plans. Under APB
25,  no  compensation  cost has been  recognized  for  stock  options  issued to
employees as the exercise price of the Company's stock options granted equals or
exceeds the market price of the underlying common stock on the date of grant.




                                       35
<PAGE>


                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1989 INCENTIVE STOCK OPTION PLAN

The 1989  Incentive  Stock  Option  Plan (the  "Plan")  is  designed  to provide
incentives  for  employees  who  may or may  not be key  employees,  as  well as
officers  and  directors  who  are  also   employees  of  the  Company  and  its
subsidiaries,  by providing up to 200,000  shares of the Company's  common stock
issuable pursuant to grants.

The Plan is administered  by a Committee of directors  appointed by the Board of
Directors.  At December 31, 1999 and 1998,  options to purchase 2,000 and 31,600
shares of common stock were outstanding under this plan.

The Plan was terminated  during December 1999,  except for  outstanding  options
under the Plan,  which will remain in effect  until they have been  exercised or
have expired by their terms.

1997 LONG-TERM INCENTIVE PLAN

The 1997  Long-Term  Incentive  Plan  ("1997  Plan") is  designed to provide key
management  employees  of the Company with added  incentives  to continue in the
long-term service of the Company.  The 1997 Plan is also designed to attract key
employees  and to retain and  motivate  participating  employees by providing an
opportunity for investment in the Company.  The 1997 Plan is administered by the
Board of  Directors.  The 1997 Plan  reserves  120,000  shares of the  Company's
common stock for issuance.  There were options for 65,000 shares of common stock
granted  under  this  plan in 1999,  all of  which  remained  outstanding  as of
December 31, 1999. There were no options granted under this plan in 1998.

OTHER STOCK OPTIONS

The Company  also grants  non-qualified  stock  options to  management,  outside
directors,  and  consultants  as  authorized  by the Board of  Directors.  These
options  are  exercisable  at varying  times from date of grant and expire  five
years from date of grant.  As of December  31,  1999,  all  non-qualified  stock
options  have been  granted at an exercise  price at or in excess of the current
market value at the time of grant.  No options  were granted  under this plan in
1999. During the year ended December 31, 1998, options to purchase 25,000 shares
of common  stock were  granted  under the plan.  At December  31, 1999 and 1998,
options to purchase 40,000 and 55,000 shares of common stock, respectively, were
outstanding under this plan.


                                       36
<PAGE>

                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NON-EMPLOYEE DIRECTORS PLAN

The  Non-Employee  Directors  Plan  provides  for the grant of stock  options to
non-employee  directors  of the  Company  in  order  to  encourage  and  provide
incentives  for high level  performance  by the  non-employee  directors  of the
Company.  The  maximum  number of shares of common  stock that may be subject to
stock options under the Non-Employee  Directors Plan is 30,000 shares. Under the
Non- Employee  Directors  Plan, each  non-employee  director was to be granted a
stock  option to  purchase  1,000  shares of common  stock.  In  addition,  each
non-employee  director was to be granted a stock option to purchase 1,000 shares
of common stock effective as of each anniversary date after the initial grant of
a  stock  option  to  such  director.   Each  stock  option  granted  under  the
Non-Employee  Directors  Plan was to be vested  one-third  on the date of grant,
one-third  upon the  first  yearly  anniversary  date of a grant  and the  final
one-third  upon the second yearly  anniversary  date of the grant.  The purchase
price per share of common stock for the shares to be  purchased  pursuant to the
exercise of a stock option was to be 100% of the fair market value of the common
stock on the date of grant of the option.  No options  have been  granted  under
this plan. Presently, Mr. Asen is the only non-employee director of the Company.

(b)      WARRANTS

In May 1996,  the Company  granted to certain  individuals  associated  with The
Nassau Group,  Inc. (a former Director of the Company is also Managing  Director
of Nassau)  warrants to purchase 80,000 shares and 25,000 shares of common stock
at $1.06 and $1.25 per share, respectively, as an inducement to such individuals
to become  involved in the Company and also an inducement to purchase 10% of the
outstanding  shares of the Company's common stock. Such warrants are exercisable
for a period ending of five years from the date of grant,  through May 2001. The
warrants are fully vested.

(c)      STOCK APPRECIATION RIGHTS

In March 1998, the Company granted Stock Appreciation Rights ("SAR's") on 30,000
shares of the Company's common stock to a non- employee. Two-thirds of the SAR's
are  contingent  upon the  successful  completion of certain  objectives and the
remaining 10,000 SAR's vested  immediately.  The base price of the SAR's is $.51
per share with the maximum  stock  appreciation  attaching to the SAR's of $1.50
per share.  The SAR's expired in March 2000.  During 1999,  the Company's  stock
price per  share  did not  exceed  the  SAR's  base  price of $.51 per share and
therefore the Company did not recognize any compensation expense.



                                       37
<PAGE>

                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SFAS 123,  "Accounting  for Stock-Based  Compensation",  requires the Company to
provide pro forma  information  regarding net loss as if compensation  costs for
the Company's stock option plans had been determined in accordance with the fair
value based method  prescribed in SFAS 123. The Company estimated the fair value
of each stock option at the grant date by using the Black-Scholes option-pricing
model with the following weighted-average assumptions used:

                                                 Years Ended December 31,
                                                   1999            1998
                                                   ----            ----

Dividend Yield                                       0%              0%
Expected volatility                                 72%            153%
Risk-Free interest rates                           5.9%            5.5%
Expected lives in years                            5 years         5 years

Under the accounting provisions of SFAS 123, the Company's net loss and net loss
per share would have been adjusted to the following pro forma amounts:

                                                     Years Ended December 31,
                                                   1999                   1998
                                                   ----                   ----
Net loss from continued operations:
  As reported                                $  (462,000)         $  (1,101,000)
  Pro forma                                     (465,000)            (1,112,000)

Net loss per share:
  Basic and diluted
    As reported                              $      (.07)         $        (.47)
    Pro forma                                $      (.07)         $        (.46)





                                       38
<PAGE>

                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A summary of the status of the  Company's  stock  option  plans and  outstanding
warrants as of December 31, 1999 and 1998 and changes  during the years ended on
those dates is presented below:

                                               1999               1998
                                     --------------------   -------------------
                                                 Weighted              Weighted
                                                  Average               Average
                                                 Exercise              Exercise
                                      Shares       Price    Shares       Price
                                      ------     --------   ------     --------

Outstanding                           191,600      $ .99    248,100     $  1.05
  Granted                              65,000        .10     25,000         .50
  Exercised                              --         --         --          --
  Canceled                            (44,600)       .82    (81,500)       1.01
                                     --------      -----   --------       -----
Outstanding,
    end of year                       212,000      $ .75    191,600     $   .99
                                     ========      =====   ========       =====

Options and warrants
    exercisable, end
    of year                           138,600       1.07    162,900         .70
                                     ========      =====   ========       =====

Weighted average fair
    value of options
    and warrants granted
    during the year                                $ .04                $   .50
                                                   =====                  =====

The  following  table  summarizes  information  about stock options and warrants
outstanding at December 31, 1999.
                                                          Options/Warrants
                    Options/Warrants Outstanding            Exercisable
                ------------------------------------      ----------------
                                Weighted
                                 Average    Weighted                 Weighted
 Range of                       Remaining    Average                  Average
 Exercise           Number    Contractual   Exercise     Number      Exercise
 Prices          Outstanding     Life         Price    Exercisable     Price
 --------        -----------  -----------   --------   -----------   --------
December 31, 1999
$ .10               65,000       4.8 yrs      $ .10        --          $ --
$ .50               10,000       3.5 yrs      $ .50       2,000        $0.50
$1.00-1.06         112,000       1.4 yrs      $1.04     111,600        $1.04
$1.25               25,000       2.2 yrs      $1.25      25,000        $1.25
                   -------                              -------
$ .10-1.25         212,000                    $1.07     138,600        $1.07
                   =======                    =====     =======        =====



                                       39
<PAGE>

                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The weighted average grant date fair value of stock options and warrants granted
is summarized as follows:

                                       Years Ended December 31,
                                           1999         1998
                                           ----         ----
Market value equal to exercise
  price                                 $   --       $  --

Market value greater than exercise
  price                                     --          .56

Market value less than exercise
  price                                    .04          .41

10.  COMMITMENTS AND CONTINGENCIES

(a)  LEASE COMMITMENTS

The Company rents office and laboratory facilities,  and equipment under various
operating  leases.  Total rental expenses under such leases amounted to $672,000
and $723,000 for the years ended  December 31, 1999 and 1998,  respectively.  At
December 31, 1999,  future minimum  rental  payments  required  under  operating
leases that have initial or remaining noncancellable terms in excess of one year
are as follows:

       Year ending December 31, 2000      $  577,000
                                2001         462,000
                                2002         249,000
                                2003         252,000
                                2004         258,000
                          Thereafter          64,000
                                          ----------
                                          $1,862,000
                                          ==========
(b)  INVESTIGATION

In early 1998, the Company learned that certain  employees in one section of its
environmental  laboratory did not consistently  follow laboratory  procedures as
set forth in the Company's  Standard  Operating  Procedures and applicable  test
methods.  These  irregularities  were  reported by the  Company to the  relevant
enforcement departments of the Environmental Protection Agency ("EPA").

By letters  dated  December 24, 1998,  and March 19, 1999,  EPA has informed the
Company that it does not intend to take any civil or criminal enforcement action
against  the  Company  as a  result  of the  matters  reported  by the  Company.
Management  believes that the EPA investigation  into this matter has concluded,
and that no liability will be incurred.


                                       40
<PAGE>

                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(c)  EMPLOYMENT AGREEMENTS

The  Company  has  entered  into an  agreement  with a  finance  and  accounting
independent  contractor  which includes  compensation  of $2,500 per week.  Also
included  is a cash bonus  incentive  and Stock  Appreciation  Rights for 30,000
shares of the Company's  common stock upon completion of agreed upon assignments
(expired in March 2000) and warrants to purchase  10,000 shares of the Company's
common stock exercisable at $.28 per share until March 2002. These warrants have
not been granted.

(d)  SELF INSURANCE

The Company's  medical plan is self insured.  The Company has stop gap insurance
on an individual  participant basis of $12,000 and approximately  $110,000 on an
annual aggregate claim basis.

(e)  LITIGATION

The Company is subject from time to time to legal  proceedings  and claims which
arise in the ordinary  course of its  business.  The Company  believes  that the
final disposition of any such matters will not have a material adverse affect on
its financial position, results of operations or liquidity.

11.  MAJOR CUSTOMERS

In 1999, one customer accounted for more than 10% individually and approximately
19% in the aggregate of the Company's total revenues.  In 1998,  three customers
accounted for more than 10% individually and  approximately 40% in the aggregate
of the Company's total revenues in 1998.

12.  DISCONTINUED OPERATIONS

Effective  September 30, 1999,  the Company  disposed of its  mineralogical  and
geochemical  testing  business  segment.  Accordingly,  this  segment  has  been
presented as a discontinued  operation as of and for the year ended December 31,
1999.  The balance sheet as of December 31, 1998 and the statement of operations
for the year  ended  December  31,  1998 have been  restated  to conform to this
presentation.

Revenues from the mineralogical and geochemical testing business segment for the
nine  months  ended  September  30, 1999 and year ended  December  31, 1998 were
$1,252,000 and $2,559,000, respectively.

For the nine months ended  September 30, 1999 and year ended  December 31, 1998,
the Company  recognized a loss from the discontinued  operation of approximately
$1,247,000 and $309,000, respectively.  During the year ended December 31, 1999,
the Company  recorded a loss on disposal of the business  segment of  $1,086,000
which primarily  represents payments on leases until terminated,  transferred or
sublet; costs to remodel,  clean and maintain the facility;  reserve for account
receivables;  and write down of fixed assets and other assets to net  realizable
value.


                                       41
<PAGE>

                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In connection with the  discontinued  business  segment,  effective  October 15,
1999, the Company entered into an agency  agreement with  Inspectorate  Griffith
USA,  Inc.  ("Inspectorate").  Under the  terms of the  agreement,  the  Company
transferred  all of its mineral  testing  domestic  and  international  customer
contracts,  while retaining existing trade accounts receivable,  to Inspectorate
along with the right to use the  Licensed  Mark for  promotional  marketing  and
sales activity.  In consideration,  the Company is entitled to a commission of 2
1/2% of the payments  received by  Inspectorate  pursuant to the contracts for a
period  of three  years.  No  commission  has been  recorded  or  received  from
Inspectorate as of December 31, 1999. In addition Inspectorate has hired certain
of the Company's  employees and has acquired certain fixed assets at fair market
value.

As of December 31, 1999 no commissions have been received by the Company.

At December 31, 1999 and 1998, net assets of the discontinued  business segment,
retained by the Company following the transfer to Inspectorate, consisted of the
following:

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

Assets:
  Trade receivables,                                 $  69,000         $ 428,000
  Prepaid expenses and other                            29,000           133,000
  Property and equipment, net                           21,000           116,000
  Other assets                                          26,000            69,000
                                                     ---------         ---------

Total Assets                                           145,000           746,000
                                                     ---------         ---------

Liabilities:
  Trade accounts payable                               186,000            52,000
  Accrued liabilities                                  586,000           185,000
                                                     ---------         ---------

Total Liabilities                                      772,000           237,000
                                                     ---------         ---------

Net Assets / (Liabilities) of
  Discontinued Operations                            $(627,000)        $ 509,000
                                                     =========         =========

13.  BUSINESS SEGMENTS AND GEOGRAPHIC AREA INFORMATION

The Company reports separately operating results in the following two principal,
strategic,  business  segments:  Environmental  analytical  testing services and
mineralogical and geochemical testing activities.  The Company evaluates segment
performance  based on income  (loss) from  operations.  A summary of segment and
related  information  for the years  ended  December  31,  1999 and 1998,  is as
follows:


                                       42
<PAGE>

                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                       1999                1998
                                                       ----                ----

Environmental - Continuing
Operations
 Sales of Services                                   $ 4,044            $ 3,681

 Costs and Expenses                                  $ 3,621            $ 3,208

 Operating Profit                                    $   423            $   473


Mineral - Discontinued
Operations
 Sales of Services                                   $ 1,252            $ 2,559

 Costs and Expenses                                  $ 2,499            $ 2,868

 Operating Loss                                      $(1,247)           $  (309)


Corporate
 Costs and Expenses                                  $   793            $ 1,587

 Operating Loss                                      $  (793)           $(1,587)


Consolidated
 Sales of Services                                   $ 5,296            $ 6,240

 Costs and Expenses                                  $ 6,913            $ 7,663

 Operating Loss

  From Discontinued

  Operations                                         $(1,247)           $  (309)

 Operating Loss

  From Continuing

  Operations                                         $  (370)           $(1,114)



                                       43
<PAGE>

                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A summary of the Company's  operations  by  geographic  area for the years ended
December 31, 1999 and 1998, is as follows:

                                                       1999              1998
                                                       ----              ----
Total sales of services
  United States                                   $ 4,390,000       $ 3,941,000
  Mexico                                              537,000           503,000
  Nicaragua                                             4,000         1,122,000
  Peru                                                245,000           177,000
  Spain                                               110,000           380,000
  Colombia                                             10,000           117,000
  Discontinued Operations                          (1,252,000        (2,559,000)
                                                  -----------       -----------
Total-Continuing Operations                       $ 4,044,000       $ 3,681,000
                                                  ===========       ===========

Loss from operations
  before income taxes and after
  minority interest in loss of
  subsidiary
       United States (includes loss
       for Spain and Colombia)                    $(2,373,000)      $(1,020,000)
       Mexico                                        (186,000)         (156,000)
       Nicaragua                                      (66,000)          (82,000)
       Peru                                          (170,000)         (165,000)
       Discontinued Operations                      2,425,000           309,000
                                                  -----------       -----------
Total                                             $  (370,000)      $(1,114,000)
                                                  ===========       ===========

Long-lived Assets
  United States                                   $   133,000       $   259,000
  Mexico                                               39,000            25,000
  Nicaragua                                              --              23,000
  Peru                                                   --              38,000
  Eliminations                                        (17,000)          (17,000)
  Discontinued Operations                             (22,000)         (116,000)
                                                  -----------       -----------
Totals                                            $   133,000       $   212,000
                                                  ===========       ===========

Substantially  all of the  Company's  International  business  pertained  to the
discontinued mineral operations.

During  1999,  sales  to three  customers  represented  approximately  $758,000,
$393,000  and  $314,000 of the  Company's  total  sales.  At December  31, 1999,
accounts receivable from these customers totaled $212,000, $36,000 and $99,000.

For the year ended December 31, 1999 and 1998, sales from significant  customers
consisted of the following:

                                1999        1998
                                ----        ----

         A                       -- %       18.0% (Foreign Sales)
         B                      18.7        11.6
         C                       9.7        10.4
         D                       7.7         --


                                       44
<PAGE>


                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14.  SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

The Company  made cash  payments  for interest of $87,000 and $9,000 in 1999 and
1998.

The Company made no cash payments for income taxes in 1999 and in 1998.

Supplemental disclosure of non-cash investing and financing activities:

                                                 Years Ended December 31,
                                                    1999         1998
                                                    ----         ----
         Common stock issued for subscription
           receivable                            $    --      $ 255,000

         Common stock issued for acquisition
           of certain assets of Shasta
           Laboratories, Inc.                         --         39,000

         Capital lease obligations entered into
           for property and equipment                 --         97,000

         Issuance of common stock in
           satisfaction of shares to be issued
           at December 31, 1998                    575,000         --

15.  SUBSEQUENT EVENTS

During March 2000,  the Company's  certificate of  incorporation  was amended to
increase  the  authorized  number of shares of common stock from  10,000,000  to
50,000,000.

Through April 15, 2000, the Company issued an additional $227,000 of convertible
notes  payable for working  capital  needs.  During April 2000,  $600,000 of the
convertible  subordinated  notes were converted into 10,000,000 shares of common
stock.




                                       45
<PAGE>



                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES

                                     PART II

Item 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND CONSOLIDATED FINANCIAL DISCLOSURE

Not applicable.


















































                                       46
<PAGE>


                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES

                                    PART III

Item 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
                                                                        Director
    Name                                Position with the Company       Since
    ----                                -------------------------       --------

J. Graham Russell ...................   Director, President and         1997
                                        Chief Executive Officer
                                        of the Company

R. Scott Asen .......................   Director of the Company         1996

J. Graham Russell, 53, joined the Company as President, Chief Executive Officer,
and a Director on December 8, 1997.  From January,  1995 until December 8, 1997,
Mr.  Russell  was an  independent  consultant  to the  environmental  laboratory
industry. In February, 1996, he founded Chemical Management Services, L.L.C., an
innovative  chemical recycling  technology  company.  He remains a Principal and
majority  owner of this  company.  Prior to January,  1995,  Mr.  Russell held a
number of executive  positions with U.S based  subsidiaries  of The Ocean Group,
plc, a major British industrial services corporation, quoted on the London stock
exchange.  His last assignment for The Ocean Group, plc, ran from January,  1985
until  January,  1995,  during which time he was  President  and CEO of National
Environmental  Testing,  Inc., which he built from start-up to the third largest
environmental testing company in the U.S. with revenues of nearly $50 million at
its peak. Mr. Russell is a British citizen.  He has an MA in economic  geography
from  Cambridge  University in the United  Kingdom and an MBA from the Cranfield
Institute of Technology, one of Britain's largest business schools.

R. Scott Asen,  55, is a Director  of the  Company.  Mr.  Asen has been  general
partner of Pioneer  Associates,  Pioneer  III-A,  Pioneer  III-B and Pioneer IV,
venture capital  investment  funds,  since 1981,  1983, and 1984,  respectively.
Since 1983,  Mr. Asen has been  President of Asen and Co.,  Inc.,  an investment
management firm.  Presently,  Mr. Asen is also a director of Davox  Corporation,
SeaMed Corporation and a number of privately held companies.

The directors are elected by the holders of the Company's  Common Stock to serve
one year terms or until their successors shall be elected and shall qualify.

There are no family  relationships  between any of the directors and officers of
the Company.



                                       47
<PAGE>

                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES

                                    PART III

Item 10.  EXECUTIVE COMPENSATION

The  following  table sets forth the total  remuneration,  on an accrued  basis,
during the  Company's  last  fiscal year ended  December  31, 1999 for the Chief
Executive  Officer and the  executive  officers  whose  total cash and  non-cash
compensation exceeded $100,000 and for their prior two years remuneration.

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE
                                                                    Long Term Compensation
                                 Annual Compensation          ---------------------------------
                           -------------------------------            Awards            Payouts
                                                   Other      -----------------------   -------
                                                   Annual     Restricted                            All Other
Name and                                           Compen-      Stock                    LTIP        Compen-
Principal                                          sation      Award(s)     Option/     Payouts      sation
Position          Year(1)  Salary($)   Bonus($)      ($)         ($)       SARs(#)(2)     ($)        ($)(3)
---------         -------  ---------   --------    -------    ----------   ----------   -------     -------

<S>               <C>    <C>          <C>        <C>           <C>         <C>          <C>         <C>
J. Graham Russell   1999   110,000       --       15,000         N/A          --          N/A        11,484
President/CEO(4)    1998   155,000       --         N/A          N/A          --          N/A          N/A
                    1997     7,692       --         N/A          N/A          --          N/A          N/A

John S. Lovell (5)  1999    94,184       --         N/A          N/A          --          N/A         8,108
Chief Technical     1998    90,000       --         N/A          N/A        15,000        N/A          N/A
Officer and         1997    29,800       --         N/A          N/A          --          N/A          N/A
Secretary

Vern Peterson       1999    58,235       --         N/A          N/A          --           N/A       28,333
Vice President(6)   1998   104,501       --         N/A          N/A          --           N/A        3,734
                    1997    94,370     10,000     23,662         N/A        18,000         N/A        7,468
</TABLE>

(1)  Periods presented are for the year ended December 31.

(2)  Number of shares of the Company's  common stock  subject to options granted
     during the year indicated.

(3)  Represents employer contributions for insurance, disability and 401K.

(4)  Mr. Russell joined the Company on December 8, 1997.  Mr.  Russell's  salary
     for fiscal year 1998 was $155,000. Mr Russell's salary for fiscal year 1999
     was $110,000 cash and $15,000 in common stock.

(5)  Dr. Lovell was acting  president and CEO for the Company from September 22,
     1997 to December 7, 1997.  Dr. Lovell  resigned from the Company on October
     6, 1999.

(6)  Other annual  compensation  for 1997 was a result of Mr.  Peterson  selling
     16,400 shares of common  stock,  which he had acquired  through  exercising
     incentive stock options during 1997.  Other  compensation for 1999 includes
     employer   contributions  for  health  insurance  and  payment  for  earned
     vacation.  Mr. Peterson's employment terminated with the Company on January
     27, 1999.


                                       48
<PAGE>


                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES

                                    PART III
<TABLE>
<CAPTION>

                                 Option/SAR Grants in Last Fiscal Year
         ---------------------------------------------------------------------------------------
         Individual Grants
         ---------------------------------------------------------------------------------------

                                 Number of
                                 Securities        % of Total
                                 Underlying        Options/SARs
                                 Options/          Granted to         Exercise
                                   SARs            Employees in       or Base         Expiration
         Name                    Granted           Fiscal Year        Price($/Sh)        Date
         ---------------------------------------------------------------------------------------
       <S>                    <C>                <C>                 <C>            <C>
         None
</TABLE>

AGGREGATE OPTIONS EXERCISED IN 1999 AND OPTION VALUES AT DECEMBER 31, 1999.

The following table sets forth certain information regarding options to purchase
shares of the Company's  common stock exercised during the Company's 1999 fiscal
year and the  number  and value of  exercisable  and  unexercisable  options  to
purchase  shares  of the  Company's  common  stock  held  as of  the  end of the
Company's 1999 fiscal year by the executive officers of the Company named in the
Summary Compensation Table:

<TABLE>
<CAPTION>
                 Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values

                                                                                        Value of
                                                                     Number of         Unexercised
                                                                    Unexercised        In-the-Money
                                                                   Options/SARs at    Options/SARs at
                                                                      FY-End(#)          FY-End($)
                             Shares Acquired       Value           Exercisable/        Exercisable/
              Name             on Exercise      Realized($)(1)     Unexercisable     Unexercisable(2)
              ----           ---------------    --------------     --------------    ----------------
             <S>            <C>                <C>                 <C>            <C>
              None
</TABLE>

(1)  Value realized is equal to the difference between the fair market value per
     share of common stock on the date of exercise and the option exercise price
     per share  multiplied by the number of shares  acquired upon exercise of an
     option.

(2)  Value of  exercisable/unexercisable  in-the-money  options  is equal to the
     difference  between the fair market value per share of common stock and the
     option exercise price per share  multiplied by the number of shares subject
     to options.

STOCK OPTIONS

1989 INCENTIVE STOCK OPTION PLAN

The 1989  Incentive  Stock  Option  Plan (the  "Plan")  is  designed  to provide
incentives  for  employees  who  may or may  not be key  employees,  as  well as
officers  and  directors  who  are  also   employees  of  the  Company  and  its
subsidiaries,  by providing up to 200,000  shares of the Company's  common stock
issuable pursuant to grants. At December 31, 1999 and 1998,  options to purchase
2,000 and 3,600  respectively  shares of common stock are exercisable under this
plan. The Plan was terminated in December 1999,  except for outstanding  options
under the plan,  which will remain in effect  until they have been  exercised or
have expired by their terms.


                                       49
<PAGE>

                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES

                                    PART III

1997 LONG-TERM INCENTIVE PLAN

The 1997  Long-Term  Incentive  Plan  ("1997  Plan") is  designed to provide key
management  employees  of the Company with added  incentives  to continue in the
long-term service of the Company.  The 1997 Plan is also designed to attract key
employees  and to retain and  motivate  participating  employees by providing an
opportunity for investment in the Company.  The 1997 Plan is administered by the
Board of  Directors.  The 1997 Plan  reserves  120,000  shares of the  Company's
common stock for issuance. Any shares that are the subject of an award under the
1997  Plan  which  have  lapsed  or  expired   unexercised   or  unissued   will
automatically  become  available for reissue  under the 1997 Plan.  The exercise
prices,  vesting  schedules,  and  other  pertinent  terms of the 1997  Plan are
determined  by the Board of  Directors,  but no exercise  price for an incentive
stock  option will be less than the fair  market  value of the stock on the date
the option is  granted.  There were  options for 65,000  shares of common  stock
granted  under  this  plan in 1999,  all of  which  remained  outstanding  as of
December 31, 1999. There were no options granted under this plan in 1998.

OTHER STOCK OPTIONS

The Company  also grants  non-qualified  stock  options to  management,  outside
directors,  and  consultants  as  authorized  by the Board of  Directors.  These
options  are  exercisable  at varying  times from date of grant and expire  five
years from date of grant.  As of December  31,  1999,  all  non-qualified  stock
options  have been  granted at an exercise  price at or in excess of the current
market value at the time of grant.

During 1998,  stock options to purchase 81,500 shares expired and were cancelled
and stock options to purchase 25,000 shares of common stock at an exercise price
of $.50 per share were  granted.  During 1999 stock  options to purchase  15,000
shares  expired and were  canceled  and no stock  options  were  granted.  As of
December 31, 1999 and 1998,  non-qualified  stock options to purchase 32,000 and
37,500 shares of common stock, respectively, were exercisable.














                                       50
<PAGE>


                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES

                                    PART III

NON-EMPLOYEE DIRECTORS PLAN

The Non-Employee Directors Stock Option Plan (the "Non-Employee Directors Plan")
provides  for the  grant of stock  options  to non-  employee  directors  of the
Company  and its  affiliated  corporations  in order to  encourage  and  provide
incentives  for high level  performance  by the  non-employee  directors  of the
Company.  The  maximum  number of shares of common  stock that may be subject to
stock options under the Non-Employee  Directors Plan is 30,000 shares. Under the
Non-Employee  Directors  Plan,  each  non-employee  director was to be granted a
stock  option to  purchase  1,000  shares of common  stock.  In  addition,  each
non-employee  director was to be granted a stock option to purchase 1,000 shares
of common stock effective as of each anniversary date after the initial grant of
a  stock  option  to  such  director.   Each  stock  option  granted  under  the
Non-Employee  Directors  Plan was to be vested  one-third  on the date of grant,
one-third  upon the  first  yearly  anniversary  date of a grant  and the  final
one-third  upon the second yearly  anniversary  date of the grant.  The purchase
price per share of common stock for the shares to be  purchased  pursuant to the
exercise of a stock option was to be 100% of the fair market value of the common
stock on the date of grant of the option.  No options  have been  granted  under
this plan. Presently, Mr. Asen is the only non-employee director of the Company

401(k) CASH OR DEFERRED COMPENSATION PLAN

In 1994,  the  Company  established  a  tax-qualified  401(k)  cash or  deferred
compensation  plan that covers all  employees of the Company who have  completed
one year of service and attained age 21. Participants are permitted,  within the
limitations  imposed by the Internal  Revenue Code of 1954, as amended,  to make
pretax  contributions.  Participants  are always fully vested in their  accounts
under the Plan.  The Company makes matching  contributions  equal to 100% of the
first 2% of an employee's salary and 50% of the next 5% of an employee's salary,
which  contributions vest in the employee  proportionately  over a period of six
years.  Amounts  accrued  pursuant  to the Plan  for the  benefit  of  executive
officers  are included in the Summary  Compensation  Table under the column "All
Other Compensation".

COMPENSATION OF DIRECTORS

The  non-employee  directors  were  granted  25,000  shares of common stock plus
reimbursement  of  expenses in 1998.  The shares of common  stock were issued in
February 1999. Directors were not granted any shares of common stock in 1999.







                                       51
<PAGE>


                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES

                                    PART III

Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

The following  table sets forth, as of April 13, 2000, the number of outstanding
options and warrants included with the number of shares of common stock owned by
each  officer and  director of the Company and all  directors  and officers as a
group and any persons  (including any "group" as used in Section 13(d)(3) of the
Securities  Exchange Act of 1934) known by the Company to own beneficially 5% or
more of such securities.  As of April 13, 2000, there were 16,803,180  shares of
the Company's common stock issued and outstanding,  107,000  outstanding options
to purchase the Company's  common  stock,  and 105,000  outstanding  warrants to
purchase the Company's common stock.

                                         Number of Shares           Percent
Name of Beneficial Owner                 of Common Stock            of Class
------------------------                 ----------------           --------

J. Graham Russell                             935,308                   5.4
  Barringer Laboratories, Inc.
  15000 W. Sixth Ave., Suite 300
  Golden, Colorado 80401

R. Scott Asen(1)(2)(3)(4)(5)               11,064,961                  65.0
  Asen and Co., Inc.
  224 East 49th St.
  New York, NY 10017

J. Francis Lavelle (6)                      2,549,635                  14.9
  The Nassau Group, Inc.
  18 Kings Hwy, North
  Westport, CT  06880

AB Associates LP (5)                        1,372,222                   8.0
  224 East 49th Street
  New York, NY  10017

Shares beneficially owned by
  Directors and Executive
  Officers as a group                      12,000,269                  71.1

(1)  Includes  150,259  shares of the Company's  common stock held by an account
     titled,"Dean  Witter  Reynolds  C/F  David V.  Foster  IRA  Rollover  dated
     2/17/95".  Mr. Asen manages this account and disclaims beneficial ownership
     of all shares owned by this account.

(2)  Includes  328,331  shares of the Company's  common stock held by an account
     titled,"Asen  and Co., Inc. FBO SDFJ,  Inc.". Mr. Asen manages this account
     and disclaims beneficial ownership of all shares owned by this account.


                                       52
<PAGE>

                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES

                                    PART III

(3)  Includes  328,331  shares of the Company's  common stock held by an account
     titled  "Woodmere  Court  Investments".  Mr. Asen  manages this account and
     disclaims beneficial ownership of all shares owned by this account.

(4)  Includes  163,890  shares of the Company's  common stock held by an account
     titled  "Nicole Miller & Kim Taipale JT Ten". Mr. Asen manages this account
     and disclaims beneficial ownership of all shares owned by this account.

(5)  Includes  1,372,222 shares of the Company's common stock held by an account
     titled,  "AB  Associated  LP". Mr. Asen manages this account and  disclaims
     beneficial  ownership of all shares owned by the  partnership  except those
     shares in which he has a pecuniary interest.  That number of shares will be
     determined by the final performance of the partnership.

(6)  Includes 50,469 of the Company's warrants.  The warrants were issued to Mr.
     Lavelle as an inducement to Mr.  Lavelle to become  involved in the Company
     and also as an inducement to purchase 10% of the outstanding  shares of the
     Company's  common stock.  Each warrant entitles Mr. Lavelle to purchase one
     share of the Company's common stock upon an average payment of $1.11.  Each
     warrant is exercisable  for a period of five (5) years after date of issue.
     As of December 31, 1999 and 1998, all warrants have been issued.

Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Effective  April 1998,  the Company  completed  the sale of 1,666,666  shares of
restricted common stock at a price of $.30 per share for $500,000, less issuance
costs of $9,000, to provide additional working capital.  In addition,  effective
December  1998, the Company  finalized an agreement to sell 3,055,556  shares of
restricted common stock at a price of $.18 per share for $550,000  consisting of
$295,000  of cash  proceeds  and stock  subscription  receivable  of $255,000 to
provide additional  working capital.  Subsequent to December 13, 1998, all stock
subscriptions  receivable  were  collected  and the shares of common  stock were
issued.

The shares  were  issued at prices  less than the market  price per share on the
effective dates. The difference  between the per share  transaction  prices,  as
adjusted for  dilution,  and the issuance  price has been recorded as a $183,000
and a $92,000  non-cash  charge,  respectively,  and are  included  in  Selling,
General and Administrative Expenses in the Consolidated Statements of Operations
for  the  year  ended  December  31,  1998.  Among  the  subscribers  of the two
placements were three members of the Company's  board of directors,  two of whom
had already been significant  shareholders.  Mr. Asen purchased 2,262,500 shares
for $513,750, and Mr. Russell purchased 333,333 shares for $70,000.



                                       53
<PAGE>


                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES

                                    PART III

From  October  1999  through   December  31,  1999,  the  Company  entered  into
subordinated   agreements  with  certain   shareholders  to  issue  $373,000  to
convertible  notes,  with the  option to  increase  the  offering  to a total of
$500,000.  In January 2000, the Company  increased the offering from $500,000 to
$700,000  with the same terms and  conditions.  The notes are  convertible  into
shares of  restricted  common stock at $.06 per share.  Additional  subordinated
convertible notes totaling $227,000 were issued in 2000, convertible into common
stock with the same terms and  conditions.  In April 2000, the $600,000 in notes
was  converted  into  10,000,000  shares of common  stock.  Mr.  Asen  purchased
$510,000  of notes  and Mr.  Russell  purchased  $30,000  of  notes.  These  two
directors of the Company participated in the offering on the same terms as other
stockholders.  For  information  concerning the stock ownership of the Company's
Directors,  see Item 11 of this report, Security Ownership of Certain Beneficial
Owners And Management.








































                                       54
<PAGE>



Item 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits Filed Herewith or  Incorporated  by Reference to Previous  Filings
     with the Securities and Exchange Commission:

     1.   The  following  exhibits  were filed with  Registration  Statement No.
          33-31626  on  Form  S-1,  declared  effective  by the  Securities  and
          Exchange  Commission on December 20, 1989, and are incorporated herein
          by reference:

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

     3.1A                  Articles of Incorporation of the Company.

     3.1B                  Bylaws of the Company.

     2.   The  following  exhibit  was filed  with the Form 1 KSB for the fiscal
          year  ended  December  31,  1994  8-K and is  incorporated  herein  by
          reference:

                                                              Item 601, Reg. S-B
     Exhibit No.           Description                          Cross-Reference
     ----------            -----------                        ------------------

     10.26                 The Company's 401(k) Savings              (4)
                           Plan as restated October 28, 1994.

     3.   The following  exhibit was filed with the Form 8 Current  Report dated
          December 21, 1995 and is incorporated herein by reference:





























                                       55
<PAGE>


                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES

                                    PART III

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

     10.27                 Stock   Purchase    Agreement    between    Barringer
                           Laboratories, Inc. and Barringer  Technologies,  Inc.
                           dated December 8, 1995.

     4.   The following  exhibit was filed with the Form 8 Current  Report dated
          October 9, 1996 and is incorporated herein by reference:

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

     10.51                 Termination  Agreement   by  and  between   Barringer
                           Laboratories,  Inc. and  Barringer Technologies  Inc.
                           dated October 7, 1996.

     5.   The following  exhibits were filed with the Registration  Statement on
          Form S-8 filed on  January  22,  1997 and are  incorporated  herein by
          reference:

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

     4.1                   1989 Incentive Stock Option Plan of th Registrant.

     4.2                   Form of Non-Qualified Stock Option Agreement.

     4.3                   Rumler Stock Option Agreement dated April 17, 1996.

     6.   The  following  exhibits  were  filed  with  the  Schedule  14A  Proxy
          Statement  filed  on June  20,  1997 and are  incorporated  herein  by
          reference:

                                                              Item 601, Reg. S-B
     Exhibit No.           Description                          Cross-Reference
     ----------            -----------                        ------------------

     A                     1997 Long-term Incentive Plan.           (4)

     B                     Non-employee Directors' Stock            (4)
                           Option Plan

     7.   The  following  exhibits  were filed with the Form 8-K Current  Report
          dated May 19, 1998 and are incorporated herein by reference:


                                       56
<PAGE>


                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES

                                    PART III

                                                              Item 601, Reg. S-B
     Exhibit No.           Description                          Cross-Reference
     ----------            -----------                        ------------------


     2                   Registration    Rights   Agreement,         (10)
                         dated  as of April  13,  1998,among
                         the Company, J. Francis Lavelle; R.
                         Scott Asen; J. Graham Russell; NMBM
                         Investment Group; AB Associates LP;
                         Asen and Co., Inc.; FBO SDFJ, Inc.;
                         Dean Witter  Reynolds  C/F David V.
                         Foster IRA  Rollover  DTD  2/17/95;
                         Victoria  Street;   Woodmere  Court
                         Investments;   Nicole  Miller;  Kim
                         Taipale; and Gregory A. Beard.

    3                    Agreement,  dated  April 13,  1998,         (10)
                         for  Reimbursement by Company to R.
                         Scott Asen and J.  Francis  Lavelle
                         of  Expenses  of   Investments   in
                         Company

8.   The  following  exhibit  was  filed  with the Form 8 Current  Report  dated
     December 17, 1998 and is incorporated herein by reference:

                                                              Item 601, Reg. S-B
     Exhibit No.           Description                          Cross-Reference
     ----------            -----------                        ------------------

     98.10               Assets  Purchase  Agreement  by and         (10)
                         among      Shasta      Geochemistry
                         Laboratory,    Inc.,   Charles   R.
                         Whipple,  Russell  G.  Whipple  and
                         Chipps S. Whipple and the Company.

9.   The following  exhibits  were filed with the Form 8-K Current  Report dated
     July 23, 1999 and are incorporated herein by reference:

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

     10.1                General Credit and Security  Agreement this  Agreement,
                         dated as of May 25, 1999,  between SPECTRUM  Commercial
                         Services and the Company.

     10.2                Revolving Note, $750,000 principal amount, made May 25,
                         1999 by the  Company  payable  to  SPECTRUM  COMMERCIAL
                         SERVICES.


                                       57
<PAGE>


                  BARRINGER LABORATORIES, INC. AND SUBSIDIARIES

                                    PART III

10.  The following  exhibits  were filed with the Form 8-K Current  Report dated
     March 3, 2000 (regarding a financing by the Company  involving the issuance
     of convertible notes and stock) and are incorporated herein by reference:

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

     10.4                Form  of  Convertible  Note  of the  Compan  issued  to
                         Investors

     10.5                Form of  Security  Agreement  between  the  Company and
                         Investors.

     10.6                Form Registration  Rights Agreement between the Company
                         and Investors.

11.  The  following  exhibit  was filed with the Form 8-K Current  Report  dated
     March 3, 2000  (regarding  the  transfer  of the  Company's  contracts  and
     customers  relating to the minerals and metallurgical  analytical  services
     performed by the Company) and is incorporated herein by reference:

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

     10.3                Agency  Agreement  between  Inspectorate  Griffith USA,
                         Inc. and the Company.

12.  The following exhibits are filed herewith:

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

     21                  Subsidiaries of the Registrant.

     27                  Financial Data Schedule

(b)  Reports on Form 8-K Filed During the Fourth Fiscal Quarter:

     No reports on Form 8-K were filed by the Company  during the fourth quarter
     of its fiscal year ended December 31, 1999.

                                       58
<PAGE>


                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                    BARRINGER LABORATORIES, INC.

Date:  May 12, 2000

                                    By: /s/ J. Graham Russell
                                        ---------------------
                                        J. Graham Russell, President

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.

Signature                Titles or Capacities      Date
---------                --------------------      ----


/s/ J. Graham Russell    Director, President and   May 12, 2000
-----------------------
J. Graham Russell        Chief Executive Officer
                         (Principal Executive
                         Officer)

/s/ R. Scott Asen        Director                  May 12, 2000
-----------------------
R. Scott Asen






























                                       59
<PAGE>



                                INDEX TO EXHIBITS


Exhibit 21     Subsidiaries of the Registrant

Exhibit 27     Financial Data Schedule