Earthfirst Technologies Inc – ‘SB-2/A’ on 5/3/99

As of:  Monday, 5/3/99   ·   Accession #:  1056748-99-16   ·   File #:  333-70531

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Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Registration Statement                                76±   328K 

Document Table of Contents

SB-2/A
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 U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
   Form SB-2/A
 REGISTRATION STATEMENT UNDER the Securities Act of 1933

TOUPS TECHNOLOGY LICENSING, INC.
(Name of small business issuer in its charter)

    Florida                     3990                        59-3462501
(State or jurisdiction         (Primary Standard             (I.R.S. Employer 
  of incorporation or             Industrial               Identification No.)
organization)           Classification                        
Code Number)

 7887 Bryan Dairy Road, Suite 105, Largo, Florida 33777 (813)-548-0918
 (Address and telephone number of principal executive offices)

Mark Clancy, Corporate Secretary
7887 Bryan Dairy Road, Suite 105, Largo, Florida 33777
(813)-548-0918 (Name, address and telephone number
 of agent for service)

Approximate date of proposed sale to the public:

    As soon as practicable after the registration statement becomes effective.

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. ( )                     

     If this Form is a post-effective amendment filed pursuant to Rule 462 under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration statement number of the earlier effective registration statement of
the same offering. ( )                                                          

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box ( )                                              

 CALCULATION OF REGISTRATION FEE
Title of each       Dollar          Proposed       Proposed                     
class of         Amount          maximum        maximum        Amount of  
securities        to be           offering       aggregate    registration  
to be         registered         price         offering         fee(2)  
registered(1)                     per share         price                     
-------------     ---------        ---------       ---------        ------      
Common         $11,624,291        $1.96         $11,624,291       $3,231  
$.001 par value                                                                 

(1)  A portion of the Shares registered pursuant to this Registration  Statement
     were  issued  between  October  and  December,  1998  pursuant to a Private
     Offering made in reliance on Section 4(2) or 3(b) of the  Securities Act of
     1933, as amended (the "Act") according to the Rules contained in Regulation
D, Rule 506 of that Act.                                              
(2)  Calculated  pursuant to Rule 457(c).  The closing "bid" price of the shares
     of common stock being registered  hereby as quoted on the  over-the-counter
     Bulletin  Board  market  was $1.96 on  January  11,  1999,  the date of the
initial filing of this Form SB-2.                                     

     In  accordance  with  Section  8(a)  of the  1933  Act,  this  Registration
Statement is effective as of April 28, 1999.                                    

SB-2/A
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 CROSS-REFERENCE
REGISTRATION STATEMENT                                      LOCATION OR CAPTION 
ITEM NUMBER AND HEADING                                       IN PROSPECTUS     

1.   Front of Registration Statement and Outside Front Cover Page of Prospectus 
2.   Inside Front and Outside Back Cover Pages of Prospectus                    
3.   Summary Information and Risk Factors                                       
4.   Use of Proceeds                                                            
5.   Determination of Offering Price                                            
6.   Selling Security Holders                                                   
7.   Plan of Distribution                                                       
8.   Legal Proceedings                                                          
9.   Directors, Executive Officers, Promoters and Control Persons               
10.  Security Ownership of Certain Beneficial Owners and Management             
11.  Description of Securities                                                  
12.  Interest of Named Experts and Counsel                                      
13.  Description of Business                                                    
14.  Management's Discussion and Analysis or Plan of Operation                  
15.  Description of Property                                                    
16.  Certain Relationships and Related Transactions                             
17.  Market for Common Equity and Related Stockholder Matters                   
18.  Executive Compensation                                                     
19.  Financial Statements                                                       
20   Changes in and  disagreements  of  Accountants  on  accounting or financial
disclosure                                                            

Part II - Information not required in Prospectus                                
1  Indemnification  of  Directors  &  Officers                                  
2 Other  Expenses  of  Issuance  and Distribution                               
3 Recent sales of unregistered securities                                       
4 Exhibits                                                                      
5 Undertakings                                                                  
6 Signatures                                                                    

PROSPECTUS                                                                      

TOUPS TECHNOLOGY LICENSING, INC.

5,930,761 SHARES OF COMMON STOCK

 OFFERED BY CERTAIN SELLING SECURITY HOLDERS
----------------------------------

     This  Prospectus  relates to the sale of 5,930,761  shares of common stock,
$.001 par value (the "Common Stock"), of Toups Technology Licensing,  Inc., (the
"Company"),  all of which are  offered  by the  holders  thereof  identified  as
"Selling Security Holders" in this Prospectus. See "SELLING SECURITY HOLDERS."  

     The Company will not receive any proceeds from the sale of shares of Common
Stock by the Selling  Security  Holders.  Sales of shares of Common Stock may be
made from time to time (in transactions which may include block transactions) by
or for the  account of the  Selling  Security  Holders  in the  over-the-counter
market or in negotiated transactions,  or otherwise, at market prices prevailing
at the time of sale or at  negotiated  prices.  The  Company  has  informed  the
Selling Security Holders that the  anti-manipulative  rules under the Securities
Exchange Act of 1934,  Regulation  M, may apply to their sales and has furnished
each of the Selling  Stockholders  with a copy of these  Rules.  The Company has
also informed the Selling Security Holders of the need for delivery of copies of
this Prospectus. See "SELLING SECURITY HOLDERS" and "PLAN OF DISTRIBUTION."     
------------------------
 THE SECURITIES OFFERED INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS"

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL OFFENSE.
ALL OF THE  3,144,822  COMMON  SHARES  REGISTERED  HEREIN  ARE BEING  OFFERED BY
SELLING  SECURITY  HOLDERS.  THE COMPANY WILL NOT RECEIVE ANY PROCEEDS  FROM THE
SALE OF SHARES BY THE SELLING SECURITY HOLDERS. SEE PAGE 4 RELATING TO THE RISKS
INVOLVED IN THIS OFFERING.                                                      

                                                               PROCEEDS TO
                   PROPOSED      UNDERWRITING  PROCEEDS TO     THE SELLING
CLASS OF SECURITY  OFFERING PRICE    DISCOUNTS    THE COMPANY   SECURITY HOLDERS
-------------------------------------------------------------  ---------------- 
$.001 par value     $11,624,291(1)      $0(2)         $0           $11,624,291  
Common Stock                                                                    

(1)  Represents the anticipated  sale price by the Selling  Security  Holders at
     $1.96 per share which was the closing bid price on January 11, 1999.  There
     can be no assurances,  however,  that the Selling  Security Holders will be
     able to sell their shares of Common  Stock at this price,  or that a liquid
market will exist for the Company's Common Stock.                     
(2)  Does not give effect to ordinary  brokerage  commissions or to the costs of
sale that will be borne solely by the Selling Security Holders.       

     Information  contained  herein is subject to  completion  or  amendment.  A
registration  statement  relating  to these  securities  has been filed with the
Securities  and Exchange  Commission.  These  securities may not be sold nor may
offers to buy be accepted prior to the time the registration  statement  becomes
effective.  This  prospectus  shall  not  constitute  an  offer  to  sell or the
solicitation of an offer to buy nor shall there be any sale of these  securities
in any State in which such offer,  solicitation  or sale would be unlawful prior
to  registration or  qualification  under the securities laws of any such State.
The date of this proposed Prospectus is January, 1999.                          

INSIDE FRONT COVER

Available Information                                                           

     The Company is subject to the reporting  requirements of the Securities and
Exchange Act of 1934, as amended,  and provides  quarterly and annual reports to
the  Securities  and Exchange  Commission.  The Company's  annual report on Form
10-KSB, when filed, shall contain audited financial statements.  The reports and
other information filed by the Company may be inspected and copied at the public
reference  facilities  of  the  Securities  and  Exchange  Commission  (SEC)  in
Washington,  D. C.,  and at some of its  Regional  Offices,  and  copies of such
material  can be  obtained  from  the  Public  Reference  Section  of  the  SEC,
Washington, DC 20549 at prescribed rates. The Company is an electronic filer and
the SEC  maintains  a Web site that  contains  reports,  proxy  and  information
statements and other information regarding issuers that file electronically. The
SEC Web site address is http://www.sec.gov. The Company will provide a report to
stockholders,  at least annually,  which report will include  audited  financial
statements of the Company.                                                      

Incorporation of Documents by Reference.                                        

     All materials  incorporated  by reference  throughout  this  Prospectus are
available (not including  exhibits to the  information  that is  incorporated by
reference  unless the  exhibits  are  themselves  specifically  incorporated  by
reference)  without  charge  from the  Company  to each  person  who  receives a
Prospectus,  upon written or oral  request of such person.  Any request for such
material should be directed to the Corporate  Secretary,  if in writing, to 7887
Bryan  Dairy Road,  Suite 105,  Largo,  Florida  33777,  or, if by phone,  (813)
548-0918.                                                                       

     The Registrant is subject to the informational  and reporting  requirements
of Sections 13(a),  13(C) and 14 and 15(d) of the Securities and Exchange Act of
1934,  as  amended  (the  "Exchange  Act") and in  accordance  therewith,  files
reports, proxy statements and other information with the Securities and Exchange
Commission ("SEC"). The following documents,  which are on file with the SEC are
incorporated in this Registration Statement by reference:                       

(a)    The  Registrant's  Securities  and Exchange  Commission  Forms 8-K,  14A,
       10-SB,   10-QSBs  and  SB-2  which   contain,   either   directly  or  by
       incorporation  by  reference,   audited   financial   statements  of  the
       Registrant's  latest  fiscal  year for which  such  statements  have been
filed.                                                            

(b)    The  description of the Common Stock which are contained in  registration
       statements  filed under the  Exchange  Act,  including  any  amendment or
report filed for the purpose of updating such description.        

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Prospectus                           SUMMARY                                    

     The  following  Summary is qualified in its entirety by other more detailed
information throughout this Registration Statement.  Statements in this document
which  are  not  purely  historical  facts,   including   statements   regarding
anticipations,  beliefs,  expectations,  hopes, intentions or strategies for the
future, may be  forward-looking  statements within the meaning of Section 27A of
the  Securities  Act of 1933,  as amended  and  Section  21.E of the  Securities
Exchange Act of 1934, as amended.  All  forward-looking  statements  within this
document are based upon information available to the Company on the date of this
Registration  Statement.  Any  forward-looking   statements  involve  risks  and
uncertainties  that could cause  actual  events or results to differ  materially
from  the  events  or  results  described  in  the  forward-looking  statements,
including  the timing  and nature of  independent  test  results;  the nature of
changes in laws and  regulations  that govern  various  aspects of the Company's
business;   the  market  acceptance  of  the  Company's  licensed  technologies;
retention and  productivity  of key employees;  the  availability of acquisition
candidates and  proprietary  technologies  at prices the Company  believes to be
fair market; the direction and success of competitors; management retention; and
unanticipated  market changes.  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.  Readers are  cautioned not to place
undue reliance on these forward-looking statements.                             

The Company                                                                     

   The following highlights the Company's business. This section is followed
by a more detailed  discussion  relating to each of our nine divisions  which is
immediately  followed  by an  overview  of the  marketplace  for  the  Company's
products  and  services.  Beginning  on page  F-1 is the  Company's  Independent
Auditor's Report and audited  financial  statements for the year ending December
31, 1998.                                                                       

Business  Purpose - Toups  Technology  Licensing,  Inc., was incorporated in the
state of Florida on July 28, 1997 ("Toups Technology",  "TTL" or the "Company").
The Company's business purpose is commercializing late-stage technologies, which
are  acquired  through  license  agreements  and  acquisitions.   The  Company's
technologies and acquisitions to date are in the energy, environmental,  natural
resource and healthcare market segments.                                        

Results of 1998 (first full year) Operations - The following  discussion  should
be read in conjunction with the Company's audited  financial  statements for the
years ended  December  31, 1998 and 1997 which begin on page F-1. For the period
ending  December 31, 1998, the Company posted  revenues of $3,132,001,  compared
with $1,196,169 for the fiscal year ending  December 31, 1997.  Gross profit for
1998 was  $1,147,071  or 37% of revenues,  which was up from  $373,799 or 31% of
revenues for 1997. Net income for the period ending December 31, 1998 reflects a
loss of  $(2,187,994)  or a loss of ($0.09)  per share  based on the  22,217,299
shares  outstanding  at  December  31,  1998 or a loss of $(0.18) per share on a
fully-weighted  average  compared with net income of $49,101 or $0.005 per share
for the year ending December 31, 1997.                                          

     The  Company  attributes  33% or  $728,531  of its losses  during 1998 to a
charge against  earnings  relating to the issuance of common stock for services.
The Company attributes the remaining 66% or $1,459,463 of its losses to earnings
at the  full-year  ending  December  31, 1998 to first year  operational  losses
incurred in the development and market introduction of its various technologies.
(See "Independent Auditor's Report and accompanying  consolidated balance sheets
of Toups Technology Licensing,  Incorporated and subsidiaries as of December 31,
1998  and  1997,  and  the  related   consolidated   statements  of  operations,
stockholders'  equity,  and cash flows for the years then ended"  which begin on
Page F-1 of this Form 10-KSB).                                                  

     For the year ended  December  31,  1998,  the Company  had total  assets of
$5,312,840 as compared with $562,054 for the period ending December 31, 1997 and
stockholders equity grew from $256,484 at December 31, 1997 to $3,360,798 at the
year ending December 31, 1998.                                                  

Forecast of growth - A division by division forecast of operational expectations
for 1999 begins on page 6 . The Company envisions growth during 1999 will be    
approximately  80%  internal  and 20%  from  the  licensing/acquisitions  of new
technologies. The Company estimates it will derive revenues during 1999 from all
nine current  divisions.  The Company  intends to acquire  technologies  through
licensing, joint ventures, acquisitions,  manufacturing rep agreements and other
similar means.  The Company intends to commercialize  its  technologies  through
joint ventures;  strategic  alliances;  sub-licenses;  providing  services;  and
through the direct manufacture and sale of products.                            

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Business  Method  -  TTL  enters  worldwide  exclusive  license  agreements  for
developed technologies, which are at or near the market-entry stage. The Company
also makes acquisitions of existing companies,  which add to or compliment TTL's
technology  mix.  TTL  commercializes  the  technologies  by folding each into a
seasoned,   entrepreneurial-minded   corporate   infrastructure   housed   in  a
state-of-the-art  manufacturing  facility.  The combination results in a turnkey
process wherein  emerging  technologies  can mature into marketable  products or
services and the Company's  shareholders  can participate in a  multi-technology
approach at the development/market introduction stage.                          

Management - The Company's management team is led by President,  Chief Executive
Officer and Chairman of the Board,  Leon H. Toups. Mr. Toups' past  associations
include ten years serving as President and Chief Executive Officer of Chromalloy
American.  Prior to its sale and during the  period of Mr.  Toups'  association,
Chromalloy  American was a 600 company  international  conglomerate  serving six
major market segments with revenues of approximately $2 billion.  Co-founders of
Toups  Technology  include Chief Executive  Officer and Chairman Mr. Leon Toups,
Executive  Vice  President  and  Director  Mr. Mark  Clancy and Chief  Financial
Officer and Director Mr. Michael Toups.  (See  "Directors,  Executive  Officers,
Promoters  and Control  Persons;  Compliance  with Section 16(a) of the Exchange
Act").                                                                          

Operating  structure - In addition  to the above  named  Officers,  at the staff
level to support all technologies, the Company has a Safety Officer, Engineering
Coordinator,  Sales Manager,  Compliance/Quality Control Director and Purchasing
Coordinator.  At the line level,  the Company  typically  engages the technology
inventor  as  Project  Manager.  This  structure  preserves  the  single-minded,
entrepreneurial  spirit of each inventor while providing  managerial  support in
matters  relating to  operations,  sales and  marketing,  finance  and  business
development.                                                                    

Operating  facilities - The Company's  headquarters and  manufacturing  facility
occupies  approximately  50,000 (fifty thousand)  square-feet within the 96-acre
Pinellas Science  Technology and Research Center ("STAR Center") located at 7887
Bryan  Diary Road,  Largo,  Florida.  The Company  also has leased a 10,000 (ten
thousand)  square  foot  stand-alone  building  within  which  is  housed  TTL's
AquaFuel(a)  Division.  The Company  also  maintains  its  Balanced Oil Recovery
System (BORS) Lift Engineering  office in Claremore,  Oklahoma and BORS national
sales office in Garden City, Kansas. (See "Description of Property").           

Employees - The Company provides medical insurance,  vacations, stock incentives
and other,  similar employee benefit programs.  None of the Company's  employees
are represented by collective bargaining  agreements.  At December 31, 1998, the
Company had 88  full-time  and 0 part-time  employees  engaged in the  following
areas:                                                                          

                          Executive                          5
                          Engineering/technical             11
                          Manufacturing                     59
                          Sales                              9
                          Administrative                     4
                          Total                             88

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1999 capital  financing  programs.  During the first quarter,  1999, the Company
completed agreements for the sale of $1,500,000 of its Subordinated  Convertible
Notes (the " Notes")  and the sale of  $750,000  of its Series A 7%  Convertible
Preferred Stock (the "Preferred").  Each transaction was done with a domestic US
fund. Both placements were conducted to provide for capital  expenses  estimated
to occur throughout 1999. (See "Market for Common Equity and Related Shareholder
Matters").                                                                      

Divisional Summary                                                              

     At the end of 1998, the Company was comprised of nine  divisions  resulting
from  licensed  technologies,  the  acquisition  of  operating  entities  and  a
manufacturing  rep agreement.  During 1998, the Company earned its revenues from
six of its nine  divisions.  A more  complete  discussion  of each  division  is
immediately following the table below.                                          

           Market             Business              Date & Method of  1998
#  Division   Segment            Purpose                Acquisition     revenue 
-  --------   ----------------   -----------------   -----------------  ------- 
1  BORS       Energy &           Manufacture and       January, 1998      Yes   
    Natural Resource   direct sale of        Exclusive world
                    oil pump equipment    wide license

2  Brounley    Energy            Manufacture and sale  September , 1998   Yes   
Engineering                   of radio frequency    acquisition           
  power generators
    for lasers, plasma
   etching and other
applications  

3  InterSource  Healthcare       Resale of medical      December 16, 1998 Yes   
Healthcare                    equipment and          acquisition          
consumbables. 

4   TTL         Manufacturing    Fabrication to         April, 1998       Yes   
Manufacturing                customer prints        acquisition         
                                              (formerly A.M.W.
                                                  Metal Fabricators)

5   AquaFuel   Energy &         Alternative fuel and    November 3,1997   Yes   
      Environment &    Recycling of polluted   Exclusive,world
   Natural          water                   wide license
Resource                                          

6   ETR        Energy &         Recycles scrap tires    June, 1998         No   
       Environment      into various products   Exclusive, world
                                            wide license

7   Precision  Manufacturing    Precision welding for    Internally        Yes  
Micro Welding               aerospace, medical and   developed          
     automotive components

8   Tunnel Bat  Environment    Manufacture and sale of   August, 1998      No   
                        culvert reclamation       Exclusive, world
                    vehicle                   wide license

9   TTL         Energy         Provides electric power   June, 1998        No   
Power Systems              co-generation that        Non-exclusive      
                         parallels  with the       manufacturers rep
  local  manufacturers
utility grid      

     A detailed  discussion of each above cited division  begins on page 11. The
Company  spent  virtually  all of 1998 in developing  its business  purpose.  In
considering  the Company's  operational  objectives  during 1999,  the following
discussion is provided.                                                         

     1998 into 1999.  For the Company's  first full fiscal year ending  December
31, 1998, TTL's independent audit reflects revenues of $3,132,001 and net income
(loss) of ($2,187,994). During 1998, the Company grew from 5 to 88 employees and
from occupying 5,000  square-feet in a single location to now operating a 50,000
square foot manufacturing,  precision  micro-welding  facility,  a 10,000 square
foot off site location, a national engineering office in Claremore, Oklahoma and
a national sales office in Garden City, Kansas.                                 

     Also during 1998,  the Company  acquired  the rights to four  technologies,
made three  acquisitions  and increased  assets from  approximately  $562,054 to
$5,312,840.  The Company continues to operate with minimal debt and normal trade
payables and has seen meaningful  revenue growth from the last quarter,  1998 to
the first  quarter,  1999.  With the maturing of the  Company's  nine  divisions
coupled with the recently completed private  securities sale of $2,250,000,  the
Company is confident it can expand  operations  for the  remainder of 1999.  The
following  discussion relates to management's  short and long-term  expectations
for each division with an emphasis on near term opportunities.                  

Research and  development.  As a facilitator of  technologies,  a portion of the
Company's  cash  will  be used  to  finance  the  development  of its  products,
particularly its Electromagnetic Tire Recycling and Tunnel Bat technologies. The
Company also estimates it may incur additional research and development costs in
relation  to  AquaFuel.  As of this  writing,  the Company  estimates  such 1999
research and  development  costs would be  approximately:  Electromagnetic  Tire
Recycling - $450,000; Tunnel Bat vehicles - $72,000 and; potentially, AquaFuel -
$300,000.                                                                       

The  Balanced  Oil  Recovery  System  Lift - (BORS)  The  Company  believes  its
near-term  opportunity  with the BORS technology is an expansion of TTL's direct
selling  program.  A detailed  discussion  of the BORS  technology  can be found
beginning on page 12                                                            

     The Company  believes  that during  1998,  the BORS  technology  followed a
conventional  path  from  prototype  through  market   introduction  and  sales.
Throughout  1998,  the  Company  believes  it verified  the  feasibility  of the
technology and, through field trials and engineering development,  completed the
production model. During the fourth quarter, 1998 into the first quarter,  1999,
the Company  began  sales  within the States of Texas and  Oklahoma.  During the
first quarter, 1999, the Company sought to establish the field service and sales
infrastructure  necessary to provide for on-going,  reliable  operations  and to
expand its primary sales territory to include Kansas.                           

     The Company has established a minimal goal of selling 600 BORS units during
1999.  The Company  intends to  manufacture  and assemble the BORS device at its
facilities in Largo,  Florida.  The Company has engaged a three-fold strategy to
achieve its 1999 sales  objectives  including (i) a leasing program for both the
private  operator as well as the small business  owner;  (ii)  establishing  and
staffing a national  direct  sales office  located in Garden  City,  Kansas and;
(iii)  establishing a series of  distributors  each of whom would be responsible
for a minimal number of sales and for providing service on BORS units sold.     

     The  Company has  developed a leasing  program  utilizing  outside  leasing
sources to provide for both the private  operator  defined as the purchaser of 1
to 4 BORS units and the Small Business or  partnership  defined as the purchaser
of amounts in excess of $75,000. The leasing program can provide approval in one
day for amounts below $75,000 and within three days for  transactions  over that
amount. The following table outlines the essential requirements of the Company's
BORS leasing program:                                                           

# of Units        Standards                                                     

1                 2 years in business under current  ownership - average daily  
           checking  balance $1,500 or higher for the past 2 years

2                 4 years in business under current  ownership - average daily  
           checking  balance $6,500 or higher for the past 2 years

3 or 4            5 years in business  under current  ownership - average daily 
                 checking  balance  $10,500 or higher for the past 2 years and
comparable credit with a loan or lease      

More than 4       Five years in business under current ownership average daily  
             checking  balance  $20,000 or higher for the past 3 years
 and  comparable  credit  with a loan or lease

     To better focus the Company's direct BORS selling program, during February,
1999,  TTL  engaged  Mr.  Larry  Rice as its Vice  President,  BORS and opened a
national  sales  office in Garden  City,  Kansas.  Mr.  Rice's past  experiences
include more than 20 years industry-related  experience. Mr. Rice is a salaried,
full-time employee of TTL. As a part of the BORS pricing structure,  the Company
offers a  $1,000  commission  for the sale of each  BORS  unit.  Utilizing  this
commission  structure,  the Company seeks to engage field sales  representatives
whom are  engaged on a  commission-only  basis.  After  running  classified  ads
throughout  the states of Texas,  Oklahoma and Kansas,  during March the Company
trained a total of 23 sales  representatives  at its Garden City  office.  As of
this writing,  the Company has 23 field sales  representatives  operating in the
states of Texas, New Mexico,  Louisiana,  Mississippi,  Oklahoma and Kansas. The
Company's  direct  selling  program  is,  in the view of  management,  a part of
establishing  a  series  of  distributors  whom  will  also be  accountable  for
providing after sale service requirements.                                      

     To  facilitate  the  field-network   approach,   the  Company  developed  a
Distributorship  Agreement which provides an exclusive territory to a particular
Distributor.  Under the terms of the agreement, the Company provides product and
training.  In  exchange  for  the  "exclusive"  nature  of  the  agreement,  the
Distributor  is obligated  to cause for the sale of a specified  number of units
and to provide for all after market  service  requirements.  The  Distributor is
able to charge a fee for service-related work outside the scope of the Company's
BORS warranty.  In general,  the terms of the agreement provide for an exclusive
territory  for initial  periods of twelve  months  afterwhich it can be extended
automatically  for twelve months  provided the minimum  number of BORS units are
sold.                                                                           
     The  Distributorship  Agreements are not contracts for sale but represent a
minimal number of BORS units which a particular distributor must sell during the
term of their  agreement to retain  exclusive  rights to market the BORS product
line.                                                                           

     To date, the Company has executed 4 Distributorship Agreements with parties
covering territories in the states of Texas, New Mexico, Louisiana, Mississippi,
Oklahoma,  California  and  Kansas..  The  following  table  summarizes  the key
elements of these agreements. There is no penalty to the distributor for failing
to meet the  following  objectives  except  to lose the  exclusive  rights  to a
particular territory.  The Distributors under agreement with the Company to date
are  an   Oklahoma-based   oil  field  equipment   company;   a  Louisiana-based
environmental  technologies  company;  an  Oklahoma-based  oil  field  equipment
company,  and; an Oklahoma-based  oil field operator.  The four  distributorship
agreements are summarized below:                                                

Distributor     State                      Term of Agreement    Number of BORS  
                                                              Units to be sold
----------      ----------------------     -----------------   ---------------- 

A          Edmond, Oklahoma-based      March 26, 1999          120    
                      March 26, 2000

B          Lafayette,Louisiana-based   March 22, 1999          200    
                      March 22, 2000

C          Seminole, Oklahoma-based    March 18, 1999          120    
                     March 18,2000

D         Ardmore, Oklahoma-based     March 18, 1999           60   
                          September 18, 1999

InterSource.  The Company's near-term opportunities for its InterSource division
are expansion of its consumables,  particularly pharmaceutical sales, as well as
expanding its  international  new and used  equipment  selling  activities.  The
Company's  InterSource  division markets new and used medical equipment for both
domestic and international clients as well as consumable items.                 

     As a marketer of new and used  medical  equipment,  InterSource  represents
numerous original  equipment  manufacturers in a variety of specialized  product
areas  including  imaging  and  laboratory  equipment;  outfitting  clinics  and
hospitals,  physicians'  office equipment and ultrasound  units. In consumables.
InterSource offers a portfolio of products including insulin,  insulin syringes,
physicians' office supplies, surgical instruments and urine drainage bags.      

     In  furtherance  of  marketing  both new and used  medical  equipment,  the
Company has engaged an in-house selling division comprised of a licensed medical
doctor, a registered pharmacist and a registered nurse. The Company believes the
experiences of its sales personnel are instrumental in articulating the value or
benefit of a particular piece of equipment.  The Company's professional staff of
InterSource selling agents also participates in the sale of consumables.        

     To expand consumable sales, InterSource President John Silwoski concluded a
distributorship agreement with Texas-based Carrington Surgical Instruments, Inc.
and Carrington International Group, LLC.. Under the terms of the distributorship
agreement,  InterSource shall act as a distributor for all Carrington  products.
During the month of March, 1999,  InterSource  processed  $1,500,000 in sales by
virtue of the Carrington distributorship agreement.                             

AquaFuel.  The  Company's  near  term  opportunities  with  AquaFuel  include  a
continuation   of  its   AquaFuel-Dominicana   Joint   Venture  and  the  market
introduction  of consumer and  industrial  equipment.  The  Company's  long-term
opportunities  foresee an expansion of the Company's  AquaFuel  division into an
Alternative  Fuels  division  as TTL  acquires,  through  license  agreement  or
acquisition, additional fuel technologies. A complete discussion of the AquaFuel
technology can be found starting on page 18.                                    

     During  December,  1998, the Company  entered into a  joint-venture  with a
consortium  of companies in the  Dominican  Republic.  The  joint-venture  named
AquaFuel-Dominicana is structured to purchase AquaFuel-producing  equipment from
TTL. Once the equipment is purchased,  the joint-venture  intends to utilize the
fuel produced in the production of electricity in various parts of the Dominican
Republic.  The Company would derive its revenues both from the sale of equipment
and as a 49% owner of the joint-venture.                                        

     Throughout  1998, the Company  believes it  successfully  demonstrated  the
quantitative  aspects and  established  the  character  of AquaFuel  through the
publication  of  two  certification   reports.   AquaFuel,  in  the  opinion  of
management,  is the cleanest  burning fuel known at this writing and can be used
in any combustion engine with minor modifications.  Satisfied with the result of
the AquaFuel  technology,  i.e.,  clean  burning,  non-fossil  fuel, the Company
sought to improve on the  economics of producing  AquaFuel in large  quantities.
For the analytical  purposes of studying AquaFuel,  throughout 1998, the Company
made use of a crude production apparatus able to generate approximately 30 cubic
feet of  AquaFuel  fuel per hour.  Using  this  apparatus,  the costs to produce
AquaFuel  were  significantly  higher  than the costs to produce  fossil  fuels.
However,  as discussed in the  Company's  AquaFuel  Certification  Reports,  the
production of the fuel grows on an exponential  basis relative to an increase in
electric  power.  The  amount  of  fuel  produced  from  a 40  volt  charge  was
approximately 3 times the amount of fuel produced from a 20 volt charge.        

     As a part of its obligations under the  AquaFuel-Dominicana  joint venture,
the Company is scheduled to deliver  equipment  during the second quarter,  1999
which is able to produce  AquaFuel at the rate of 4,000 cubic feet per hour.  In
order to carefully address the mechanics of expanding equipment  capability from
producing 30 cubic feet per hour to 4,000 cubic feet per hour, the Company opted
to develop an  intermediary  step and develop an initial  unit able to produce a
minimum of 2,000 cubic feet per hour. Since January,  1999, the Company has been
engineering and fabricating the intermediary,  2,000 cubic feet per hour unit at
its facilities in Largo, Florida.                                               

     To date, the Company has been able to develop  equipment able to generate a
minimum of 1,500  cubic feet per hour.  The  Company  envisions  that this first
AquaFuel  production  apparatus can meet the cubic feet per hour  obligations of
the  AquaFuel-Dominicana  Joint Venture by running two or three units in series.
During  preliminary  operation of the prototype  commercial  AquaFuel unit, as a
stand-alone unit only, the Company has not experienced a significant improvement
in the economics of producing AquaFuel.  However, as previously described,  when
AquaFuel is produced in  conjunction  with the  recycling of liquid  waste,  the
"cost" of producing  AquaFuel can be  substantially  reduced  below the costs of
producing other fossil fuels.                                                   

     When and as the Company is able to reduce the production costs of AquaFuel,
TTL envisions marketing  industrial and consumer equipment such as welding tips,
combustible engine conversion kits, gas burners and various AquaFuel  production
units  which can range in size from a few hundred to a few  thousand  cubic feet
per hour.                                                                       

     As a part of the Company's long-term environmental commitment,  during 1999
TTL intends to expand its AquaFuel  division into an general  Alternative  Fuels
division through acquiring the license rights to other existing alternative-fuel
technologies.  While preliminary discussions with the owners of such alternative
fuel technologies has been promising, there can be no assurance the Company will
be successful in attracting other alternative fuel technologies.                

     Electromagnetic   Tire   Recycling   Process.   The  Company's   near  term
opportunities relating to the Electromagnetic Tire Recycling Process ("ETRP") is
the activation of the first  commercial  size ETRP module,  the sale of products
estimated  to result  therefrom  and  through  granting  license  agreements.  A
complete discussion of the ETRP technology can be found starting on page 21.    

     The ETRP technology relates to a fully-contained module designed to process
up to 100 tires per hour into which the shredded  rubber tires are reverted back
to the original elements of carbon black, oils and  petro-chemicals.  The module
design anticipates the majority of the steel is removed prior to processing.  In
order for the Company to demonstrate  the economic  viability of the technology,
TTL must construct a single module,  and locate the proto-type  device within an
existing tire processing facility.  It is not necessary for the Company to incur
the expense of constructing a  fully-operational  stand-alone  plant in order to
demonstrate the economic viability of the ETRP technology.                      

     Accordingly,  the  Company  is  currently  investigating  a number of sites
throughout  the state of Florida  and has ear marked the capital  expense  funds
necessary to complete the design and  fabrication of the proto-type ETRP module.
The Company estimates the costs to complete  development of the ETRP module will
be  approximately  $450,000.  Once built,  the Company  will  propose to enter a
partnership with an existing  facility that can allow the ETRP module to operate
under  existing  environmental  permits as well as save the Company  substantial
capital  expenditures  by making use of shredders,  baggers,  conveyor belts and
other standard equipment necessary for the processing of used tires.            

     Should the  Company be  unsuccessful  in  locating  a  partnership  with an
existing facility,  given the emission-free character of the ETRP apparatus, the
Company  believes  it will be able to gain the  necessary  permits  to operate a
prototype  module  from  its  headquarters   facility  in  Largo,  Florida.  The
environmental  permitting  process of an entity such as that envisioned  through
the operation of an ETRP apparatus can be lengthy and expensive.  In addition to
any  required  emission  permits,  in order to  operate an ETRP  apparatus,  the
Company  must also gain  permits  for the  handling  of the  resultant  products
including  Carbon  Black,  petro-chemicals  and  certain  oils.  Failure  on the
Company's part to gain any one or all of the various environmental permits could
prevent TTL from operating an ETRP proto-type module.                           

Tunnel Bat. The Company's near-term opportunities relating to Tunnel Bat include
completing  manufacturing design and assembly of the Tunnel Bat production model
and  engaging  the  sale  thereof.  A  complete  discussion  of the  Tunnel  Bat
technology begins on page 23.                                                   

     As the Tunnel Bat licensee, the Company desires to manufacture for sale the
Tunnel Bat vehicle. The Company may manufacture the vehicle or may outsource the
manufacturing  of the vehicle.  At present,  there are two  proto-type  vehicles
which are actively engaged by technology  inventor and Tunnel Bat Licensor David
Richardson in providing the Tunnel Bat reclamation  services throughout Florida.
The Company is now in the process of completing the engineering  specifications,
design,  drawings  and parts  lists for the first  production  model  Tunnel Bat
vehicle.                                                                        

     The Company estimates the costs to complete the engineering  development of
the Tunnel Bat production model will be approximately  $72,000.  The Company has
ear  marked  these  funds from  on-hand  reserves.  The  Company  estimates  the
engineering  development  will  take  approximately  four and half  months.  The
Company has broken the Tunnel Bat vehicle development schedule into five phases:
specifications;  design  assembly;  order main  components;  detail parts,  and;
assembly.  Once the design phase is complete,  the Company may  manufacture  the
Tunnel Bat vehicle from its facilities in Largo, Florida.                       

     The  Company  estimates  the  Tunnel  Bat  vehicle  can  be  in  production
approximately the third quarter,  1999. The Company intends to market the Tunnel
Bat vehicle  primarily through direct mail to construction and similar companies
initially  in  southeastern  United  States.  As the  Company  is  unaware  of a
competitive box culvert reclamation vehicle, no meaningful  estimation of demand
or market  acceptance can be given. The Company has set a goal of selling twenty
Tunnel Bat  vehicles  during  1999.  Once the  Tunnel  Bat  vehicle is ready for
production,  the Company intends to develop an in-house  marketing program using
conventional  mediums  and at least  one  dedicated  sales  representative.  The
Company  estimates  the majority of the Tunnel Bat vehicle  purchasers  would be
governmental  entities such as municipalities,  counties and cities. The Company
also believes the Tunnel Bat vehicle can be marketed to general contractors whom
provide work for such governmental entities.                                    

Brounley Engineering. The Company's near-term opportunities through its Brounley
division  are an  expansion of its direct  domestic  and  international  selling
programs. The current products offered by Brounley are primarily radio-frequency
generators  used to power CO2 lasers  used in  medical,  marking  and  machining
applications.  The power levels vary from 600 to 10,000 watts at  frequencies of
13.56 to 125 Mhz. The designs are modularized resulting in ease of manufacturing
from a parts commonality standpoint as well as testing. A complete discussion of
the Brounley technology begins on page 24.                                      

TTL  Manufacturing  and Precision  Micro-Welding.  A significant  portion of the
Company's  development  strategy  was  the  organization  of a  state-of-the-art
manufacturing, specialty-welding division. Operating now from 50,000 square-feet
with the Science Technology and Research Center in Largo,  Florida,  the Company
has configured a significant amount of high technology  manufacturing  equipment
and  advanced  micro-welding  devices.  .A complete  discussion  relating to the
Company's   manufacturing   capabilities   begins  on  page  26  and  precision 
micro-welding capabilities begins on page 27.                                   

During the  fourth  quarter,  1998 and first  quarter,  1999,  the  Company  has
dedicated  its efforts to bringing the various  pieces of equipment  on-line and
ready for operation. For instance, the Company expensed approximately $25,000 in
the  assembly  and  start-up of a  Leybold-Heraeus  Electron  Beam Welder  which
carries a 150KV, 40 milliamp  output.  Together with the resource gained through
acquiring  AMW Metal  Fabricators  during the summer,  1998,  the Company is now
prepared  to  provide  a  full  metal   fabrication,   machine   and   specialty
micro-welding capability to the west coast area of Florida.                     

     On April 5, 1999,  the Company  intends to activate the selling  program of
its  manufacturing  and  precision  micro-welding  divisions  through  adding an
executive  level sales  manager to organize  and execute the  Company's  selling
objectives.  To support this introductory  selling program, the Company plans to
conduct a direct-mail  campaign. In addition to the dedicated selling efforts of
each of its  divisions,  TTL also intends  during  April to add a  telemarketing
position to its corporate office such that this function can support the efforts
of which ever  division is most in need.  Initially,  the  Company  will focus a
substantial  portion of its  telemarketing  efforts on  expanding  sales for its
manufacturing and specialty micro-welding divisions.                            

RISK FACTORS

     The  securities  offered  hereby  involve  a high  degree  of risk and each
prospective  investor  should consider  certain risks and  speculative  features
inherent in and affecting the business of the Company  before  purchasing any of
the securities offered hereby. In considering the following risk and speculative
factors, a prospective purchaser should realize that there is a substantial risk
of  losing  his  entire  investment.   Among  these  speculative  factors  which
management considers pose the greatest risk to prospective investors include the
following.                                                                      

Risks relating to the Offering                                                  

Limited,  early-stage public trading market for the Company's Common Shares. The
Company's  Shares began trading  through the NASD OTC Electronic  Bulletin Board
under the symbol TOUP during June, 1998. Accordingly,  there can be no assurance
that a trading market will continue. Each purchaser should view their investment
in these securities for long-range  investment purposes only and not with a view
to resell or otherwise dispose of their shares in the near future. If and when a
registration  statement  becomes  effective  relating to the Shares sold herein,
purchasers who desire to liquidate their shares may have difficulty selling them
considering  the early stage nature of the Company's  public market,  should any
such market develop. Accordingly, shares should only be purchased as a long-term
investment.                                                                     

Shares  Eligible  for Future Sale May  Adversely  Affect the Market.  Should the
Company be successful in the registration of the Shares described  herein,  such
an event may have a depressive effect on the then trading price of the Company's
common  shares.  Further,  the  Company's  business  purpose is the licensing of
rights relating to patents or otherwise  protected devices and processes in part
with the Company's  Common Shares that,  upon  issuance,  would be  unregistered
securities  and,  in the  future,  may be sold  upon  compliance  with Rule 144,
adopted under the Act of 1933.  Further,  in SEC Release No. 33-7390 Revision of
Holding  Period  Requirements  in Rules 144 and 145 the SEC  amended the holding
period  contained  in Rule 144 to  permit  the  resale  of  limited  amounts  of
restricted  securities  by  qualified  persons  after a one-year,  rather than a
two-year,  holding  period.  Also, the amendments  permit  unlimited  resales of
restricted  securities  held by  non-affiliates  of the Company  after a holding
period of two years, rather than three years. In the future, the Company intends
to enter into licensing and other agreement(s) which may provide for an exchange
of the Company's Common Shares. Accordingly, there is the possibility that sales
of Common Shares  issued in such a manner may, in the future,  have a depressive
effect  on the  price of the  Company's  Common  Stock in any  market  which may
develop.                                                                        

Risks relating to Toups Technology                                              

Recent  Organization.  The Company was organized  during July 1997 and should be
considered as still in the  development  and  promotional  stage.  The Company's
initial  success is predicated on the success of AquaFuel,  BORS Lift, AMW Metal
Fabricators,  Tunnel Bat, Electromagnetic Tire Recycling,  Brounley & Associates
and InterSource. The Company has not relied upon anything other than the opinion
of management in developing  the business plan for of AquaFuel,  BORS Lift,  AMW
Metal  Fabricators,  Tunnel  Bat,  Electromagnetic  Tire  Recycling,  Brounley &
Associates and InterSource.  The Company is, therefore, subject to all the risks
inherent  in any  start-up  venture,  many of which are  beyond  the  control of
management.                                                                     

Concentration of Stock Ownership.  Upon completion of this Offering, the present
directors  and  officers  will  beneficially  own  approximately  42.0%  of  the
outstanding Common Stock. As a result,  current management will be substantially
able to exercise  significant  influence over all matters requiring  stockholder
approval,  including  the  election of  directors  and  approval of  significant
corporate transactions.                                                         

Reliance on Forward  Looking  Statements.  Statements in this document which are
not purely  historical  facts,  including  statements  regarding  anticipations,
beliefs,  expectations,  hopes,  intentions or strategies for the future, may be
forward looking  statements  within the meaning of section 27A of the Securities
Act of 1933, as amended and Section 21.E of the Securities Exchange Act of 1934,
as amended.  All forward looking  statements within this document are based upon
information  available to the Company on the date of this  release.  Any forward
looking  statements  involve  risks and  uncertainties  that could cause  actual
events or results to differ  materially from the events or results  described in
the forward looking  statements,  including the timing and nature of independent
test results;  the nature of changes in laws and regulations that govern various
aspects of the  Company's  business;  the  market  acceptance  of the  Company's
licensed  technologies;   retention  and  productivity  of  key  employees;  the
availability of acquisition  candidates and  proprietary  technologies at prices
the  Company  believes  to  be  fair  market;   the  direction  and  success  of
competitors; management retention; and unanticipated market changes. 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.
Readers are  cautioned  not to place undue  reliance  on these  forward  looking
statements.                                                                     

Risks relating to the Company's proposed operations                             

Reliance  on  Future  Licensing  Agreements  and  Acquisitions.   The  Company's
long-term growth strategy envisions licensing or acquiring through  acquisition,
a continual  flow of  products,  processes  or devices  which are  derived  from
patents or other similarly protected intellectual properties.  Accordingly, once
a particular  aquisition is identified or patent-use is determined,  the Company
must negotiate an acquisition or License Agreement on terms and under conditions
which are favorable to profitable operations.  In the course of such activities,
a number of factors can  contribute  to a lack of  success,  including a lack of
availability  of patents,  inability of management to  successfully  negotiate a
favorable  license or, if  negotiated,  an inability to  profitably  deliver the
intended  device or  process  to the  market.  Further,  until  such time as the
Company obtains  sufficient  assets to offset any potential loss, the failure of
any one of the Company's  technologies  could result in an inability to continue
as a going  concern.  Except  in the  case of the  acquisition  of an  operating
entity, Toups Technology business strategy is equivalent to a continual cycle of
operating  start-up or development stage entities with all the risks inherent to
any start-up or development stage entity. Accordingly, there can be no assurance
that the  Company  can  initially  accomplish  its  business  objectives  or, if
accomplished, that the Company can continue profitable operations.              

Competition and No formal feasibility or marketing studies. Numerous firms, also
located in South Florida as well as throughout the United States, compete or may
compete  vigorously  with the  Company  for the  licensing  of patented or other
intellectually protected processes and devices and for acquisitions. The Company
will  be at a  competitive  disadvantage  in  the  pursuit  of  possible  target
acquisitions or licensing agreements because of the inexperience of the Company.
No independent feasibility or marketing studies have been performed to determine
the demand for the Company's  services.  Accordingly,  there can be no assurance
that any market  exists or will  develop for the  Company's  services or, if any
market does develop, there can be no assurance that the Company can successfully
complete its business purpose.                                                  

Vulnerability  to  fluctuation  in  economy.   Demand  for  technologies  to  be
commercialized  by the Company is dependent  upon,  among other things,  general
economic conditions which are historically cyclical in nature.                  
Prolonged recessionary periods may be damaging to the Company.                  

No  assurance  of  commercial  success.  Even if the  Company is  successful  in
conducting its affairs in the manner described herein as it relates to AquaFuel,
BORS Lift, AMW Metal Fabricators,  Tunnel Bat,  Electromagnetic  Tire Recycling,
Brounley & Associates  and  InterSource,  market  acceptance  and the ability to
expand market  penetration of these  products and related  services is driven by
the demand for such  products or  services.  As such,  there can be no assurance
that the AquaFuel, BORS Lift, AMW Metal Fabricators, Tunnel Bat, Electromagnetic
Tire Recycling,  Brounley & Associates and InterSource product/service line will
either  achieve  initial  market  acceptance  or,  if  achieved,  will  maintain
sufficient market share to conduct profitable operations.                       

Dependence upon key personnel.  The Company's  continued success will be heavily
dependent  upon  the  services  of key  personnel  and the  Corporate  Board  of
Directors  who founded the Company.  These key  personnel are expected to remain
with the  Company,  however the loss of one or more of these  individuals  could
have an  adverse  effect  on the  operations  of the  Company  until a  suitable
replacement can be found. As the Company expands,  the continued  success of the
business will increasingly  depend on the Company's ability to retain and add to
the  existing  management  team.  At  present,  the  Company  does  not  provide
employment agreements for its Officers.  Accordingly,  there can be no assurance
given  that the  Company's  current  Officers  will  continue  to serve in their
respective roles.                                                               

Limited  liability of Officers  and  Directors.  The  Company's  Certificate  of
Incorporation and by-laws provide that a Director's liability to the Company for
monetary  damages will be limited.  In addition,  the Company is obligated under
the  Certificate  of  Incorporation  and by-laws to indemnify  its Directors and
Officers  against  certain  liabilities  incurred  with  their  service  in such
capacities.  The Company will in the future execute  indemnification  agreements
which will indemnify each Director and Officer against certain liabilities which
they may incur. Each of these measures could reduce the legal remedies available
to the Company and the shareholders against such individuals.                   

 USE OF PROCEEDS

 The Company  will not realize any  proceeds  from the sale of shares of
 Common  Stock by the Selling  Security Holders. See "SELLING SECURITY HOLDERS."

 DETERMINATION OF OFFERING PRICE

     The  offering  price of the  securities  described  herein  was  calculated
pursuant  to Rule  457(c) of the Act and was not  computed  based on the assets,
historical  operating  performance or other conventional means and should not be
construed to indicate any  relationship  thereto.  In establishing  the offering
price,  the  Company  relied on the  closing  "bid"  price as  reflected  in the
over-the-counter  (OTC)  marketplace.  On June 16, 1998,  the  Company's  Common
Shares were  cleared for trading  through the OTC under the symbol  TOUP.  Since
that date,  the  Company's  Common  Shares  have traded at prices  ranging  from
$1.37-$3.  On  January  11,  1999,  the  closing  "bid"  price of the  Company's
securities was $1.96                                                            

SELLING SECURITY HOLDERS

     The shares of Common Stock of the Company  offered by this  Prospectus  are
being sold for the account of the Selling  Security  Holders  identified  in the
table indicated below (the "Selling  Security  Holders").  The Selling  Security
Holders are offering for sale an aggregate of 5,930,761  shares of the Company's
Common Stock.                                                                   

     The following table sets forth the number of Shares being held of record or
beneficially  (to the extent  known by the  Company)  by such  Selling  Security
Holders and provides (by footnote reference) any material  relationship  between
the  Company  and such  Selling  Security  Holders,  all of which is based  upon
information currently available to the Company.                                 

                      Number of          Number of   Number of
                      Shares of          Shares of   Shares of
                      Common             Common       Common
                              stock    Percent    Stock       Stock  Percent
Name                            Before    Before  to be sold    After    After  
                              Offering  Offering in Offering Offering Offering

Arabaje, C. Isdaias(10)......  500,000       2.2%   500,000         0        0% 
Aubin, Brian St. (1) .........  10,000       (11)    10,000         0        0% 
Augustine Fund(5) ............ 842,696       3.7%   842,696         0        0% 
Augustine Warrants(5) ......   125,000       (14)   125,000         0        0% 
Ayers, Gregory S. Ayers(2) .    15,000       (11)    15,000         0        0% 
Bailey, Sandra(1) ..........     1,000       (11)     1,000         0        0% 
Bartolacci, Rhonda (1) .....    50,000       (12)    50,000         0        0% 
Bartolacci, Tiffany (1) ....    50,000       (12)    50,000         0        0% 
Belhassan, Mehdi (1) .......    10,000       (11)    10,000         0        0% 
Blauvelt, Tom(1) ...........     3,750       (11)     3,750         0        0% 
Boyer, Michael(1) ..........    10,000       (11)    10,000         0        0% 
Bracciale, Steve(1) ........    72,500       (13)    72,500         0        0% 
Bramscher, Craig (1) .........    75,000       (13)    75,000       0        0% 
Burleson, Linda(1) ...........     2,000       (11)     2,000       0        0% 
Butler, Mike(1) ..............     5,000       (11)     5,000       0        0% 
Calyanis, Beth (1) ...........    10,000       (11)    10,000       0        0% 
Calyanis, Bill (1) ...........     5,000       (11)     5,000       0        0% 
Calyanis, Jon (1) ............     2,500       (11)     2,500       0        0% 
Calyanis, Paul (1) ...........    10,000       (11)    10,000       0        0% 
Caveny, John F. (1) ..........    15,000       (11)    15,000       0        0% 
CG Capital(1) ................   100,000       (13)   100,000       0        0% 
Cianciolo, Michael W. (2) ....    30,000       (12)    30,000       0        0% 
Collins, Barbara(1) ..........    25,000       (11)    25,000       0        0% 
Conrotto, Giuseppe and .......    30,000       (12)    30,000       0        0% 
Loner, Graziella(1)                                                       
Crossman, Dan(1) .............    10,000       (11)     3,000   7,000     .001% 
D'Angelo, George(1) ..........    75,000       (13)    75,000       0        0% 
DeCara, Dave (4) .............   200,000       (14)    50,000 150,000    .0067% 
Deheart, Ryler(1) ............     2,500       (11)     2,500       0        0% 
Disparti, Joseph L. (1) ......    10,000       (11)    10,000       0        0% 
Dixon, Peter B.(1) ...........    35,000       (12)    35,000       0        0% 
Dowdy, Greg & Carol (1) ......     2,500       (11)     2,500       0        0% 
Dowdy, Susan P. (1) ..........    10,000       (11)    10,000       0        0% 
Dudley, Thomas(4) ............    20,000       (11)    20,000       0        0% 
Eschenroeder, Dana(1) ........    25,000       (11)    25,000       0        0% 
Eschenroeder, Edward(1) ......    25,000       (11)    25,000       0        0% 
Eschenroeder, Roger(1) .......    25,000       (11)    25,000       0        0% 
Eschenroeder, Scott(1) .......    25,000       (11)    25,000       0        0% 
Farina, Gerri (1) ............     4,000       (11)     4,000       0        0% 
Feeney, Susan L. (1) .........    10,000       (11)    10,000       0        0% 
Ficocelli, Bob(1) ............     4,000       (11)     4,000       0        0% 
First New York(9) ............    50,000       (12)    50,000       0        0% 
Flex, A. Scott(1) ............    50,000       (12)    50,000       0        0% 
Fritze  George  T. & Carol J .    15,000       (11)    15,000       0        0% 
Frueh, Richard A. (1) ........    15,000       (11)    15,000       0        0% 
Garvey, Daniel(1) ............    60,000       (13)    60,000       0        0% 
GFC Communications(3) ........   175,000       (14)   175,000       0        0% 
Gloyer, M. Katherine(1) ......     1,250       (11)     1,250       0        0% 
Goldstein, Michelle(4) .......    22,260       (11)    22,260       0        0% 
Gouge, Shirley A.(3) .........    10,000       (11)    10,000       0        0% 
Green, David E.(1) ...........    10,000       (11)    10,000       0        0% 
Guidry, Sybil(1) .............       500       (11)       500       0        0% 
Harris, Calvin(1) ............    25,000       (11)    25,000       0        0% 
Hedges, Burke(1) .............    29,500       (12)    29,500       0        0% 
Hillel, Doron(1) .............   100,000       (13)   100,000       0        0% 
Hornstrom, Carole (1) ........    10,000       (11)    10,000       0        0% 
Hornstrom, Joseph (1) ........     4,000       (11)     4,000       0        0% 
Hornstrom, Meghan (1) ........    20,000       (11)    20,000       0        0% 
Hornstrom, Nicole (1) ........     2,000       (11)     2,000       0        0% 
Hornstrom, Richard N. (1) ....    20,000       (11)    20,000       0        0% 
Jenkins, Tom(1) ..............    20,000       (11)    20,000       0        0% 
Johnson, Richard(1) ..........     1,200       (11)     1,200       0        0% 
Kempka, Daniel (1) ...........   100,000       (13)   100,000       0        0% 
Kilgore, Julie(1) ............    10,000       (11)    10,000       0        0% 
Klimek, Maryann (1) ..........    10,000       (11)    10,000       0        0% 
Koehler, Jerry and Noreen(1) .    25,000       (11)    25,000       0        0% 
Krauthamer, Gary(1) ..........    50,000       (12)    50,000       0        0% 
Kudelko, Robert (2) ..........    15,000       (11)    15,000       0        0% 
Lorenzen, Sandra(1) ..........       750       (11)       750       0        0% 
Luttrell, Scott D.(1) ........   100,000       (13)   100,000       0        0% 
Maloney, Doris, F.(1)........     10,000        (1)    10,000       0        0% 
Matherley, Ann(1) ............    50,000       (12)    50,000       0        0% 
Mathison, Steve & Carrie(1)...    63,000       (12)    63,000       0        0% 
McBee, Michael (3) ...........     5,000       (11)     5,000       0        0% 
McFadden, Robert (1) .........     8,000       (11)     8,000       0        0% 
Morgan, William(1) ...........   450,000       2.0%   450,000       0        0% 
Murphy, Martha(1) ............     1,000       (11)     1,000       0        0% 
Nelsen, Keith J. (1) .........    26,500       (11)    26,500       0        0% 
Novak, Michael R. (1) ........    10,000       (11)    10,000       0        0% 
O'Malley, James Joseph (1) ...    20,000       (11)    20,000       0        0% 
O'Malley, James(1) ...........     5,000       (11)     5,000       0        0% 
O'Malley, Matthew Joseph (1)      20,000       (11)    20,000       0        0% 
O'Malley, Robert E.(1)             4,000       (11)     4,000       0        0% 
O'Malley, Ryan(1) ...........     20,000       (11)    20,000       0        0% 
O'Malley, Thomas  Robert           5,000       (11)     5,000       0        0% 
Lisa Marie (1)                                                            
Parago, Jewel(1) ............      750      (11)          750       0        0% 
Patteri,  Carla J.,  Trustee,   15,000      (11)       15,000       0        0% 
U.T.A., 3-3-98(2)                                                         
Pennington, Jackqueline(1) ..   20,000      (11)       20,000       0        0% 
Pennington, Les(1) ..........   25,000      (11)       25,000       0        0% 
Plavnick, Kim(1) ............      850      (11)          850       0        0% 
Price, Steve(1) .............    10,000       (11)     10,000       0        0% 
Rappa, Phil(4) ..............    15,000       (11)     15,000       0        0% 
Rigis, John (1) .............   100,000       (13)    100,000       0        0% 
Rivera, John(3) .............   200,000       (13)    200,000       0        0% 
Rosenstein, Robert(8) .......    50,000       (12)     50,000       0        0% 
Rosenthal, Monroe and Andrea     50,000       (12)     50,000       0        0% 
Family Trust(1)                                                           
Rowe, Kevin S. (2) ..........    15,000       (11)     15,000       0        0% 
Sabag, Rafael (1) ...........    75,000       (13)     75,000       0        0% 
Scanlon, Bill(1) ............    21,250       (11)     21,250       0        0% 
Shaar Fund, Ltd, The (6) ....   312,500       1.4%    312,500       0        0% 
Shaar Fund, Ltd., The (7) ...    93,750       (13)     93,750       0        0% 
Shelton, Estate of Richard ..     6,000       (11)      6,000       0        0% 
L. (1)                                                                    
Sider, Revocable Living          15,000       (11)     15,000       0        0% 
Trust of Todd &  Katherine(2)                                             
Silverman, Richard N. (1) ...    10,000       (11)     10,000        0       0% 
Slaughter, Mary(4) ..........    11,130       (11)     11,130        0       0% 
Sloan, Peter M. (1) .........     5,000       (11)      5,000        0       0% 
Soudan, Mary (1) ............    40,000       (12)     40,000        0       0% 
Soudan, Peter (1) ...........    25,000       (11)     25,000        0       0% 
Spackman, Troy(1) ...........    10,000       (11)     10,000        0       0% 
Stahl, Brent G. (1) .........     9,375       (11)      9,375        0       0% 
Stern, Mark S. & Ellen as ...    30,000       (12)     30,000        0       0% 
Tenants by the Entirety(2)                                                
Stern, Mark  S. and              15,000       (11)     15,000         0      0% 
Irrevocble  Children's                                                    
Trust for (1/3 Elliot                                                     
Benjamin, 1/3 Lennie                                                      
Beth, 1/3 Zachary Adam)(2)                                                
Suton, Larry(1) .............    50,000       (12)     50,000         0      0% 
Terry, Arthur(1) ............   150,000       (14)    150,000         0      0% 
Terry, James L. (1) .........    10,000       (11)     10,000         0      0% 
Terry, Maude D. (1) .........    10,000       (11)     10,000         0      0% 
Todd, Virgil & Theresa, .....    30,000       (12)     30,000         0      0% 
Joint Tenant with Right                                                   
of Survivorship(2)                                                        
Trinske, Mark(3) ............    10,000       (11)     10,000         0      0% 
Ungar, Merrick (1) ..........    48,750       (12)     48,750         0      0% 
Ungar, Scott (1) ............    48,750       (12)     48,750         0      0% 
Wainrib, Andrew(1) ..........     5,000       (11)      5,000         0      0% 
Widelitz Family Trust .......   100,000       (13)    100,000         0      0% 
4/15/94(1)                                                                
Witkov, Bruce A. (1) ........     2,000       (11)      2,000         0      0% 
Wolfe, Jason E. (1) .........     2,500       (11)      2,500         0      0% 
Wong, Jody (1) ..............    10,000       (11)     10,000         0      0% 
Wong, Wa-She Grandmother's ..    50,000       (12)     50,000         0      0% 
Trust(1)                                                                  
Wong, Wa-She(1) .............    31,250       (12)     31,250         0      0% 
Wood, Stephen R. and Diane ..    30,000       (12)     30,000         0      0% 
M. (2)                                                                    
Worden, Darlin(1) ...........    15,000       (11)     15,000         0      0% 
Worldbridge Financial Ltd(1)    250,000        1.1%   250,000         0      0% 
AquaFuel-Dominicana .........   500,000        2.2%   500,000         0      0% 

Total ....................... 6,114,761      27.07%  5,957,761  157,000   .007% 

(1)  Share issued pursuant to an Accredited  Investor  Offering made in reliance
     on Section 4(2) or 3(b) of the Act according to Regulation D, Rule 506. See
"Recent Sales of Unregistered Securities."                            
(2)  Shares issued as a part of the acquisition of InterSource Health Care, Inc.
(3)  Shares issued as compensation  for various  marketing and sales  consulting
services, contract coordination and technical internet support.       
(4)  Mr.  Dudley is  engaged  by the  Company  as  technical  assistant  for the
     Electromagnetic  Tire  Recycling  Process and Mr.  DeCara is engaged by the
     Company as corporate  Sales Manager.  Ms.  Slaughter and Ms.  Goldstein are
     both  employees  of the  Company  and  received  their  shares  in  lieu of
     compensation.  Mr.  Rappa serves as  President  of the  Company's  Brounley
division.                                                             
(5)  Issued pursuant to the sale of convertible  subordinate Notes  representing
     the  first  $750,000  received.  Upon  effectiveness  of this  registration
     statement,  the  Company  shall  receive  an  additional  $750,000  and has
     undertaken  to  register an  additional  421,348  shares and 75,000  shares
     underlying  warrants  in  connection   therewith.   See  "Recent  Sales  of
Unregistered Securities."                                             
(6)  Represents  Common Shares  underlying the Company's Series A 7% Convertible
Preferred Shares issued to The Shaar Fund, Ltd.                       
(7)  Represents 93,750 shares underlying Warrants issued to The Shaar Fund, Ltd.
     in  connection  with the  sale of the  Company's  Series  A 7%  Convertible
     Preferred stock. The 93,750 Warrants,  if fully exercised,  would result in
the Company receiving an additional $225,000.                         
(8)  Represents 50,000 shares underlying Warrants issued to Robert Rosenstein as
     part of a finder's fee in connection with the sale of the Company's  Series
A 7% Convertible Preferred stock.                                     
(9)  Shares issued for services.                                                
(10) Shares issued pursuant to the AquaFuel-Dominicana Joint-Venture.           
(11) Represents less than 0.125% of the Company's issued and outstanding shares 
(12) Represents less than 0.25% of the Company's issued and outstanding shares  
(13) Represents less than 0.5% of the Company's issued and outstanding shares   
(14) Represents less than 1% of the Company's issued and outstanding shares     
(15) Represents less than 2% of the Company's issued and outstanding shares     

PLAN OF DISTRIBUTION                                                            

Selling Security Holders                                                        

     The Selling  Security Holders are offering shares of Common Stock for their
own account and not for the account of the Company. The Company will not receive
any proceeds from the sale of the shares of Common Stock by the Selling Security
Holders.                                                                        

     Each Selling  Security  Holder will,  prior to any sales,  agree (a) not to
effect  any  offers or sales of the  Common  Stock in any  manner  other than as
specified  in this  Prospectus,  (b) to inform the Company of any sale of Common
Stock at least one  business  day prior to such sale and (c) not to  purchase or
induce  others to purchase  Common Stock in violation of  Regulation M under the
Exchange Act.                                                                   

     The  shares  of Common  Stock  may be sold from time to time to  purchasers
directly by any of the Selling  Security  Holders acting as principals for their
own accounts in one or more  transactions in the  over-the-counter  market or in
negotiated  transactions  at market prices  prevailing at the time of sale or at
prices otherwise  negotiated.  Alternatively,  the shares of Common Stock may be
offered  from time to time  through  agents,  brokers,  dealers or  underwriters
designated from time to time, and such agents, brokers,  dealers or underwriters
may receive  compensation  in the form of commissions  or  concessions  from the
Selling Security Holders or the purchasers of the Common Stock.                 

     Under the Exchange Act, and the regulations thereunder,  any person engaged
in a distribution  of the shares of Common Stock of the Company  offered by this
Prospectus  may not  simultaneously  engage in  market  making  activities  with
respect to the Common Stock of the Company during the  applicable  "cooling off"
periods prior to the commencement of such distribution. In addition, and without
limiting  the  foregoing,  each  Selling  Security  Holder  will be  subject  to
applicable  provisions  of the  Exchange  Act  and  the  rules  and  regulations
thereunder,  including,  without limitation,  Regulation M, which provisions may
limit the timing of purchases and sales of Common Stock by the Selling  Security
Holder.  There are possible limitations upon trading activities and restrictions
upon broker-dealers  effecting transactions in certain securities which may also
materially  affect the value of, and an  investor's  ability to dispose  of, the
Company's securities.                                                           

     The Company will use its best  efforts to file,  during any period in which
offers or sales are being made,  one or more  post-effective  amendments  to the
Registration  Statement,  of which this  Prospectus  is a part,  to describe any
material  information  with respect to the plan of  distribution  not previously
disclosed in this Prospectus or any material change to such  information in this
Prospectus.                                                                     

LEGAL PROCEEDINGS                                                               

   The Company is not subject to any legal proceedings. The Company is unaware
of any governmental  authority that is contemplating  any procedure to which the
Company is a participant.                                                       

     The Company was recently served with notice relating to an alleged conflict
between the various  patents  underlying  TTL's AquaFuel  technology and patents
held in the name of Wilbur Dammann and David Wallman. Counsel to the Company has
since opined that the allegations are without legal merit.  However,  due to the
importance  of  AquaFuel  to  the  Company's  business  purpose,  the  following
discussion is provided.                                                         

     On November 25, 1998, the Company was served with an Infringement Notice by
Counsel representing Messrs. Wilbur A. Dammann and W. David Wallman as inventors
relating to U. S.  patents  5,159,900  Method and Means of  Generating  Gas from
Water  for  Use  As A  Fuel  issued  November  3,  1992  and  5,417,817  Biomass
Gasification  Process and Apparatus issued May 23, 1995  (collectively  "Dammann
and Wallman Patents).                                                           

     The November 25, 1998 Infringement Notice alleged the  commercialization of
technology  based on US Patents  5,435,274 and  5,692,459  and other  associated
patents and trademarks  (collectively the "AquaFuel  Patents") would infringe on
the  Dammann  and  Wallman  Patents.   By  inference,   the  November  25,  1998
Infringement Notice further alleges that parts of the AquaFuel Patents are based
on a practice  which is in the  public  domain as such  practice  is based on US
Patent  603,058 issued April 26, 1898 in the names of Hillary  Eldridge,  Daniel
Johnson Clark and Sylvain Blum (the "Eldridge Patent").                         

     The  Infringement  Notice  further  alleged  the Company had failed to cite
these matters in its Internet home page and in official filings submitted to the
Securities and Exchange Commission.                                             

     At the time the Infringement Notice was received,  the Company was actively
engaged in license  negotiations  relating to the  Dammonn and Wallman  Patents.
Messrs.  Dammonn and Wallman had  neglected  to inform  their  counsel of active
license negotiations prior to serving the Infringement Notice. Upon notification
of on-going  negotiations,  on December 9, 1998, counsel to Messrs.  Dammonn and
Wallman withdrew their charge of infringement.                                  

     The  Company  subsequently  proposed a license  agreement  relating  to the
Dammonn and Wallman  Patents which was rejected in a January 8, 1999,  two-page,
seventeen point writing (the "Rejection Letter").                               

     Throughout the Rejection Letter,  Dammonn and Wallman state that TTL should
terminate its world-wide  exclusive agreements relating to AquaFuel and that the
Company should execute a  non-exclusive,  relatively  short-term  agreement with
Dammonn and Wallman.  Further, the Dammonn and Wallman rejection letter directed
TTL  to  pay  anywhere  from  $750,000  to   $2,000,000   for  the   short-term,
non-exclusive license agreement.                                                

     Upon receipt of these materials,  the Company engaged its patent counsel to
conduct  an  in-depth  review  of the  three  patents  underlying  the  AquaFuel
technology which are in the name of William Richardson, Jr., the two Dammann and
Wallman  Patents and the  Eldridge  Patent.  Further,  the  Company  conducted a
thorough review of all materials posted on the Company's  Internet home page and
in all documents filed with the Securities and Exchange Commission.             

     At the conclusion of this  investigation,  on January 26, 1999, the Company
responded to Dammann and Wallman stating the following:                         

1.   The Dammann and  Wallman  claims to patent  priority  were  "without  legal
merit.";                                                              

2.     The Dammann and Wallman statements to members of the financial  community
   were based on false assumptions and were potentially damaging to TTL;

3.     That any claims of misrepresenting  information in the Company's official
security filings should be immediately brought forth;             

4.     That in legal fact,  the Dammann and Wallman  patents are  subordinate to
       the AquaFuel Patents and that any  commercialization  of their technology
would result in a cease and desist order from TTL;                

5.     The Company's WAFT agreement (the Company's AquaFuel license agreement is
       with WAFT  Partners)  requires TTL pay  quarterly  advance  royalty fees.
       After receipt of the Rejection Letter,  TTL paid all advance royalty fees
       through 1999. TTL further  notified WAFT Partners of the Company's intent
       to  continue  the  agreement  for the next  three-year  period  beginning
January 1, 1999.                                                  

     Summary  of TTL's  patent  counsel  Opinion  relating  to a  review  of the
AquaFuel, Dammann and Wallman and Eldridge Patents:                             

     "It is my opinion that neither of the Dammann  patents is of concern to the
present  technical  efforts  of TTL." As it relates  to the  assertion  that the
AquaFuel  patents  cannot be  practiced  without  infringing  on the Dammann and
Wallman  Patents,  TTL's counsel  indicated  this "made no sense." The assertion
that the  AquaFuel  Patents  cannot be enforced,  TTL's  counsel  states  "These
comments  are  without  legal  merit." As it relates to the  assertion  that the
AquaFuel  patent  owner  failed to cite the  Eldridge  or  Dammonn  and  Wallman
Patents,  TTL's counsel  reports "the public records in the file wrappers of the
first two  Richardson  (AquaFuel)  Patents  show that Dammonn 1 was cited by the
Examiner against Richardson 1 and 2 and were found to be patentable thereover." 

     The Company has engaged  additional  patent  counsel  whom is  preparing an
affidavit  of  testimony  relating to these  matters.  The  following  pictorial
reflects the time-frames  involved and provides certain pertinent notes relating
to the AquaFuel and Dammann and Wallman Patents:                                

1.     According  to  WAFT  Partnership  patent  counsel,   Richardson's  patent
       priority  over  Dammann  and Wallman  was  established  by virtue of 1989
disclosure of invention to Florida for funding.                   

 (PICTURE OMITTED)

2.     Dammann executes a Statutory  Disclaimer relating to claims 1, 2 and 3 of
       original Dammann Patent 1. According to WAFT Partnership  patent counsel,
       "Hence, Dammann having admitted on the record that he never was the first
inventor of his first claimed embodiment."                        

3.     In correspondence  setting forth reasons for allowing certain claims made
       in AquaFuel Patent 2, the Patent Office Examiner  states:  "The following
       is an examiner's  statement of reasons for  allowance:  The 35 USC 102(b)
       rejection of claims 1, 6, 8, 11-14, 22 and 23 has been withdrawn because,
       as a result of the evidence of the  disclaimer  of claims 1-3 by Dammann,
       that patent no longer  claims the rejected  invention  and  therefore the
      Rule 131 Declaration is considered sufficient to overcome the rejection.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.                   

     The  following  Directors  and  Executive  Officers  have  served  in their
respective  capacities  since July 28, 1997 (date of  inception).  The Directors
were  re-elected  for the current  term at a Meeting of  Shareholders  conducted
January 5, 1998.  None of the  Directors  hold  similar  positions  in any other
reporting company. The Company intends to conduct its next election of Directors
at its February 19, 1999 Annual Meeting of Shareholders.                        

     Chairman of the Board of Directors,  President and Chief Executive Officer:
Leon H. Toups (60). Mr. Toups' past professional  experiences include, from 1980
to present,  that of  President  and  Chairman of the Board of Directors of DMV,
Inc., Clearwater, Florida. Prior thereto, from 1973 to 1980, Mr. Toups served as
President and Chief Operating  Officer,  as a Member,  of the Board of Directors
and as a Member of the Executive Committee of Chromalloy  American  Corporation,
St. Louis,  Missouri,  and as President of Chromalloy Natural Resources Company,
Houma,  Louisiana.  Chromalloy  American was an international  conglomerate with
sales of approximately  $2.0 billion which employed 45,000 people world-wide and
traded its capital  stock on the New York Stock  Exchange.  Mr.  Toups holds the
following  degrees:  M.S.  Aerospace  Engineering,  University of Florida;  M.S.
Mechanical Engineering, Georgia Tech; B.S. Mechanical Engineering, Georgia Tech.
From 1968 to 1969, Mr. Toups attended M.I.T. on a NASA Hugh Dryden Fellowship.  

     Director,  Corporate  Secretary and Executive Vice  President:  Mark Clancy
(43).  Mr.  Clancy's past business  experiences  include:  from 1993 to present:
Compliance Officer, DMV, Inc., Largo, Florida; 1996 to present: President, Total
Kids, Incorporated,  Tampa, Florida. Prior thereto, Mr. Clancy served as General
Sales Manager of WRCC FM Radio, Cape Coral,  Florida, and as Sales Consultant to
WIZD  FM  Radio,  West  Palm  Beach,  Florida.  Mr.  Clancy  holds  an  AA  from
Hillsborough  Community  College,  Tampa,  Florida  and  currently  attends  the
University of South Florida.                                                    

     Director,  Vice-President,  Finance,  Chief Financial  Officer:  Michael P.
Toups (33).  Mr.  Toups' past  professional  experiences  include,  from 1996 to
present:  a Director and  Vice-President,  Finance for InterSource  Health Care,
Inc., Clearwater, Florida; 1992 through the present: Vice-President, Finance and
Operations,  DMV, Inc., Clearwater,  Florida. Mr. Toups holds an MBA, University
of Notre Dame with  concentrations  in finance and  marketing and a BA degree in
Business Administration from Texas Christian University.                        

     The  Company's  Chief  Financial  Officer,  Vice  President,   Finance  and
Director,  Michael Toups, is the son of the Company's President, Chief Executive
Officer and Chairman of the Board of Directors, Leon H. Toups.                  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.                 

     At December 31, 1998, the Company has 22,217,299 shares of its Common Stock
issued and  outstanding.  The following table sets forth, as of January 1, 1999,
the beneficial  ownership of the Company's  Common Stock (i) by the only persons
who are known by the Company to own  beneficially  more than 5% of the Company's
Common Stock;  (ii) by each director of the Company;  and (iii) by all directors
and officers as a group.                                                        

Beneficial ownership of the Company's Common Stock:                             

(1)                   (2) 
Name and              Amount and
Address of             Nature of
               Beneficial              Beneficial            (3)
Title of Class           Owner                    Owner        Percent of Class 

Common              Leon H. Toups                 4,006,680            18%      
418 Harbor View Lane                    
Largo, Florida 33770                    

Common              Mark Clancy                    2,383,340           10.7%    
417 Barrett Court                       
Tampa, Florida 33617                    

Common              Michael Toups                  2,383,340           10.7%    
400 Palm Drive                          
Largo, Florida 33770                    

Common              Officers and Directors         8,773,360            42%     
(three persons)                         

Common               Jerry Kammerer              1,660,000(4)           7.4%    
1421 Water View Drive                 
Largo, Florida 33771                  

(1)  Mr. L. Toups serves as the Company's President, Chief Executive Officer and
     Chairman of the Board of Directors.  Mr. Clancy serves as a Director and as
     the Corporate  Secretary and Executive Vice President.  Mr. M. Toups serves
     as a  Director  and as the  Company's  Chief  Financial  Officer  and  Vice
President, Finance.                                                   
(2)  None of the named  persons  or Officer  and  Directors  are  holders of any
options, warrants, right conversion privileges or similar items.      
(3)  There are no  provisions  which allow for a change in control of the issuer
     beyond the annual  election  of  Directors.  The  Company is unaware of any
voting trusts or similar agreements among its Shareholders.           
(4)  Mr. Jerry Kammerer is a former  Director of the Company.  Mr.  Kammerer was
     terminated as an Officer and Director of the Company on August 20, 1998. As
     of January  19,  1999,  of the  1,750,000  shares  originally  owned by Mr.
Kammerer, 180,000 were eligible for resale pursuant Rule 144.         

DESCRIPTION OF SECURITIES                                                       

     The Company is authorized to issue up to 50,000,000 shares of Common Stock,
par value $.001 per share,  and 10,000,000  shares of Preferred Stock, par value
$1.00 per  share.  As of the date  hereof, 750 of the  Preferred  Shares  were  
outstanding and there were 22,217,299 Common Shares outstanding.                

     At the conclusion of this Offering of the  22,217,299  Common Shares issued
and outstanding,  10,325,482 Common Shares are unregistered securities,  and, in
the future,  said unregistered shares may only be sold upon compliance with Rule
144,  adopted  under the  Securities  Act of 1933.  In  Securities  and Exchange
Commission (SEC) Release No. 33-7390, Revision of Holding Period Requirements in
Rules 144 and 145, the SEC amended the holding  period  contained in Rule 144 to
permit the  resale of limited  amounts of  restricted  securities  by  qualified
persons after a one-year,  rather than a two-year,  holding  period.  Also,  the
amendments   permit   unlimited   resales  of  restricted   securities  held  by
non-affiliates  of the Company after a holding period of two years,  rather than
three years. There are no promoters,  underwriters or persons or firms acting in
any similar capacity associated with the Company.                               

     Holders of Common  Shares are  entitled to one vote per Common Share on all
matters to be voted on by Shareholders. The Common Shares do not have cumulative
voting  rights.  Holders of a majority of the Common  Shares are also members of
the Board of Directors.  A majority  vote is  sufficient  for most other actions
requiring the vote or concurrence of  Shareholders.  The Company's  Officers and
Directors as a group (three  persons)  own directly  approximately  39.3% of the
Issuer's capital stock.                                                         

     All Shares are entitled to share equally in dividends  when and if declared
by the  Board  of  Directors  out of funds  legally  available  therefor.  It is
anticipated  that the Company  will not pay cash  dividends on its Shares in the
foreseeable  future.  In the event of liquidation or dissolution of the Company,
whether  voluntary or  involuntary,  holders of the Shares are entitled to share
equally in all assets of the  Company  legally  available  for  distribution  to
Shareholders.  The holders of Shares have no  preemptive  or other  subscription
rights to acquire  authorized  but unissued  capital  stock of the Company,  and
there are no conversion  rights or redemption  or sinking fund  provisions  with
respect to such Shares. All of the outstanding Shares and those Shares issued in
accordance with this offering will be fully paid and non- assessable.           

INTEREST OF NAMED EXPERTS AND COUNSEL                                           

No such interest.                                                     

DESCRIPTION OF BUSINESS.                                                        

Background                                                                      

     Toups Technology Licensing,  Inc., was incorporated in the state of Florida
on July 28, 1997 ("Toups  Technology",  "TTL" or the  "Company").  The Company's
business  plan is to pursue the  commercialization  of  late-stage  technologies
through obtaining license  agreements and acquisitions.  The Company operates in
the energy, environmental and natural resource market segments.                 

     During 1998, the Company derived revenues from six divisions  including (1)
BORS Lift;  (2) Brounley  Engineering;  (3)  InterSource  Health  Care;  (4) TTL
Manufacturing; (5) AquaFuel, and; (7) Precision Micro-Welding.                  

     During  1998,  the Company  did not derive  revenues  from three  divisions
including (6) Electromagnetic  Tire Recycling Process; (8) Tunnel Bats, and; (9)
TTL Power Systems.                                                              

 (1)     The Balanced Oil Recovery  System Lift.  On January 15, 1998 as amended
         in June,  1998 the Company  executed  an  exclusive  worldwide  License
         Agreement  with inventor  Gerold Allen for the rights to  commercialize
         the BORS Lift technology. The BORS Lift is not covered under any patent
         or similar  device.  Mr. Allen now serves as the  Company's  Claremore,
Oklahoma-based BORS Chief Engineer.                           

                                                 (PICTURE OMITTED)

              The BORS  Technology - From January through  September,  1998, the
         Company  engaged in BORS Lift field  trials and  completed  a base-unit
         design.  The BORS  Lift is a  turnkey  device  that  more  economically
         produces oil from shallow,  low-volume "stripper" wells (10 barrels per
         day or less).  By lifting oil rather than  pumping,  the BORS Lift also
         eliminates  conventional rods, tubing, downhole pumps or pumping units,
         and related  maintenance costs.  Standing just 4 ft tall and 8 ft long,
         it is  capable  of  producing  from a gas  driven  well  with a maximum
fluid-balance level of 2,500 feet.                            

              Collectively,   the   Company-sponsored   field  tests  and  sales
         installations  to date demonstrate that the BORS(a) Lift device is able
         to increase  production by approximately 200% - 400%, decrease electric
         costs  from  $3.50  per  barrel to $0.035  per  barrel,  and is able to
         extract  oil  with  an   insignificant   quantity  of  water,   thereby
  eliminating any need for the process of separation and disposal.

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         BORS Manufacturing - The Company  manufactures the BORS device in-house
         except for the galvanizing process. The Company purchases the computers
         and  motors  for the BORS  device  from  national  suppliers.  Based on
         current  equipment and  facilities,  the Company is able to manufacture
         125 BORS units per month on a single-shift basis and can manufacture up
         to 500  BORS  units  per  month on a  three-shift  basis.  The  Company
         currently  maintains  storage  facilities  in  Claremore,  Oklahoma and
         Garden City,  Kansas,  which can inventory  BORS units pending sale and
delivery.                                                     

         BORS Research and  Development - There is not  additional  research and
         development  necessary to commercialize the BORS technology.  While the
         Company  continues  sales  of  the  initial  BORS  Lift  device,  it is
         developing two additional models (i) one of which is a deep-well design
         configured to extract oil at a depth of up to 7,500 feet, and; (ii) the
         second is known as a "bailer"  which is a pump  designed to extract the
       highest volume of liquid possible without regard to water separation.

         BORS  Leasing  Program - To enhance the  likelihood  of the BORS market
         introduction,  the Company has arranged for a lease-financing  program.
         The  program  allows  for  approval  within  24 to  72  hours  with  no
         application  fee.  Qualified  purchasers  can  take  possession  of and
         operate  the  equipment  for two  months  prior to making  the first of
         sixty,  $400  payments.  The  lease  financing  company  considers  the
         equipment  as well as the  production  of oil in  collateralizing  each
         sale.  Including the production of oil as a part of the buyer's payment
         assurances  significantly  increases  the  number of  prospective  well
owners which can qualify for this program.                    

         BORS Marketplace - The Company's BORS device is designed to extract oil
         primarily  from  gas-driven  wells with a fluid depth of 2,500 feet and
         rates of production under 10 barrels per day. Management estimates that
         nearly one quarter of domestically  produced oil comes from wells which
         on average  produce 10 or less barrels per day.  According to The Texas
         Monthly  Crude &  Condensate  Report,  per barrel  prices  paid  during
         September  1998 ranged from $11 to $13.50  compared  with 1985  prices,
         which ranged up to $21.00 per barrel.  Extracting oil using traditional
         pumps can exceed the value of the oil removed. The Company believes the
         increase in  production  and  decrease in utility  costs  competitively
         differentiates   the  BORS  device.  The  Company  does  not  have  any
         meaningful  data relating to the number of worldwide  oil wells,  which
         fit this criteria.  However,  the Company believes the potential market
         place is large enough to allow for the sale of 100 BORS units per month
on a continuous basis.                                        

(2)      Brounley  Engineering & Associates.  On September 30, 1998, the Company
         acquired Brounley  Associates,  Inc. in an exchange of common shares in
         which TTL issued  900,000  unregistered  common  shares in exchange for
         100% of the issued  and  outstanding  common  shares of  Brounley.  The
         Company agreed to register  125,000 of the 900,000 common shares issued
         in the acquisition of Brounley.  Brounley is a wholly owned  subsidiary
of Toups Technology.                                          

                                                 (PICTURE OMITTED)

         Brounley Technology - Brounley is engaged in the design and manufacture
         of RF (radio frequency) and related circuits, particularly in the field
         of solid  state power  generation.  Brounley's  integrated  and modular
         design  concepts  competitively  differentiate  their  product  line of
         high-powered RF generators in small packages.  In 1993,  Brounley added
         production  facilities to build a new line of generators for Lasers and
         for the Plasma Etching & Sputtering industry. In addition to Integrated
         RF  Generators,  Brounley  offers clients a full range of services from
original design to a final product.                           

                                                 (PICTURE OMITTED)

         Brounley  Product  Line -  Brounley  offers  a full  line  of RF  Power
         Generators for the laser and plasma  industries  which includes a power
         range from 50W to 10,000W.  In  addition,  Brounley  also offers  solid
         state tuners for the plasma industry.  Other Brounley  products include
         power supplies,  RF pre & power  amplifiers and a variety of designs to
support Military communications programs.                     

         Viperstrike RF Power  Generators.  Brounley  offers its own brand of RF
         power  generators  dubbed  Viperstrike.  The Company's  Viperstrike  RF
         Generators is available in size from the PB300 laser mounted model with
         300W output power up through the 8X2 with  10,000W  output  power.  The
         Viperstrike  line  of RF  power  generators  can  be  controlled  by an
         existing  system or with the  addition of a Brounley  digital or analog
         controller.  The user can  combine  or divide  the  output  power  from
         Viperstrike RF power  generators  using Brounley's line of RF combiners
and dividers.                                                 

         International  Organization for Standardization (ISO) 9000. Brounley is
         currently  engaged in a top to bottom quality program  designed to lead
         to an ISO 9000 Certification during the fourth quarter,  1999. ISO is a
         worldwide  federation  of  national  standards  bodies,  from  some  90
         countries.  It promotes the development of standardization  and related
         activities  to  facilitate  the  international  exchange  of goods  and
         services,  and  develop  intellectual,  scientific,  technological  and
         economic   cooperation.   The  ISO  consists  of  some  170   technical
         committees, 640 subcommittees,  1800 working groups and 10 ad hoc study
         groups.  These represent the viewpoints of  manufacturers,  vendors and
         users, engineering professions, testing laboratories,  public services,
         governments,  consumer groups and research organizations in each of the
90 member countries.                                          

              As  an  ISO  9000  certified  manufacturing  facility,  Brounley's
         product line achieves a heighten level of client receptivity  resulting
         from a verifiable design, testing and manufacturing techniques. The ISO
         9000 is recognized as the  guidelines  for selection and use of quality
         management and assurance standards for both supplier and customer.  ISO
         9000 elaborates on the general philosophy of quality systems standards,
         their characteristics, the existing types, where and when they are best
         used,  and describes  what  elements  quality  assurance  models should
         incorporate.   It  also  deals  with  demonstration  and  documentation
 requirements, pre-contract assessment and contract preparation.

         Brounley Research and Development - Brounley's  engineering  department
         is  working  to  further  reduce  the  overall  size  of the  Company's
         generators while preserving and increasing the power.  Brounley is also
         engaged  in a Plasma  generator  design  which  is  slated  for  market
         introduction during the fourth quarter, 1999 through the first quarter,
         2000. As a part of its overall development,  Brounley is evaluating all
         aspects  of  its  operations  so as to  become  an ISO  9000  certified
manufacturing facility by the fourth quarter, 1999.           

         Brounley  Marketplace  - Currently,  Brounley  sells into the laser and
         plasma markets for  industrial,  medical and military  applications  as
         well as  military  communications  and power  industries.  The  Company
         believes that once Brounley is ISO 9000 certified the market acceptance
of its products will be significantly enhanced.               

(3)      InterSource  Health Care.  On December 18, 1998,  the Company  acquired
         two-year  old  InterSource  Healthcare,  Inc.  in an exchange of common
         shares  agreement in which the Company  issued  1,203,241  unregistered
         common shares in exchange for 100% of the issued and outstanding common
         shares of  InterSource.  The Company agreed to register  225,000 of the
  1,203,241 common shares issued in the course of the acquisition.
InterSource is a wholly owned subsidiary of Toups Technology  

                                                 (PICTURE OMITTED)

         InterSource Business - InterSource seeks to match buyers and sellers of
         new and used  (refurbished)  medical equipment and consumables  through
         its internet site located at www.intersourcenet.com.  For the seller of
         new or refurbished  medical equipment and/or  consumables,  InterSource
         offers a secure  internet  site coupled with a  professionally  staffed
         in-house  sales  force.  For the  buyer  of  medical  equipment  and/or
         consumables,  InterSource offers a one-stop means to comparatively shop
through the convenience of the internet.                      

         InterSource  Marketing - InterSource  offers its equipment and products
         through a secure  internet  home page and through an  in-house,  direct
         sales program. The staff of InterSource's direct sales program includes
         a licensed medical doctor, a registered pharmacist,  a registered nurse
and the former principal of Alpha Laboratories Corporation.   

         An  InterSource  Transaction  -  Contact  is  made  with a  prospective
         customer  that became  aware of  available  equipment  and/or  products
         either through InterSource's  internet home-page or from direct selling
         efforts.  A detailed  investigation is done to assure the supply of the
         proper  product at the proper  cost to meet an  individual  need of the
         customer.  Once completed,  the customer  places an order.  InterSource
         then procures the needed  item(s),  receives and inspects the products,
         and ships direct to the customer.  Payment terms vary  dependant of the
         product(s) ordered,  however, 95% of the payments are made between time
         of order and time of  delivery.  The other 5% are net 30-day  terms for
         smaller  orders of  consumable  products  to credit  worthy  customers.
         InterSource  maintains  a minimal  inventory  of items;  most items are
         purchased  for direct  resale after an actual order is received  from a
         customer.  InterSource,  under the terms of a wholesale  broker license
         can only broker pharmaceuticals and cannot take possession of same. All
         pharmaceutical  sales are done on a letter of credit  basis  payable at
time of delivery.                                             

         InterSource Marketplace - The Company estimates the marketplace for its
         InterSource  division is the general medical  equipment  marketplace of
         approximately  $100 billion  annually.  InterSource  also operates in a
         limited way in the United States pharmaceutical  marketplace.  Both the
         new and used medical equipment and pharmaceutical industries are highly
         competitive.  The  Company is unaware  of other  entities  engaged in a
         business  purpose  similar to that of InterSource.  However,  given the
         size  and  scope  of the  medical  industry,  the  Company  expects  to
         encounter  competition  more than likely from  companies  with  greater
financial and marketing resources than TTL.                   

(4)      TTL Manufacturing  (formerly AMW Metal Fabricators  Corporation (AMW)).
         On April 29,  1998,  the Company  acquired AMW in an exchange of common
         shares  agreement  in which the  Company  issued  500,000  unregistered
         common shares in exchange for 100% of the issued and outstanding common
         shares of AMW. AMW is a wholly owned subsidiary of Toups Technology and
is been renamed as TTL Manufacturing.                         

         Manufacturing  capabilities  -  The  Company's  manufacturing  division
         incorporates  state of the art custom metal  fabrication and machining.
         The  Company's  metal  fabrication  capabilities  allow TTL to build to
         print products for a wide range of industrial and business needs.  With
         its  in-house  equipment,  TTL can  fabricate  a wide range of material
         including stainless and carbon steel,  aluminum,  copper,  titanium and
         incanel.  TTL's machine stop is equipped to do  prototype,  customer or
         production  work. TTL has the latest in CNC technology with A Hass Hl-4
         30hp Lathe and a Haas VF-4 vertical  milling  center.  The equipment is
         efficient for production runs and the Company also has several vertical
         mills,  tooling  lathes and drill presses.  The following  displays the
         more significant  sheet metal and machining  equipment now available at
TTL's manufacturing plant in Largo, Florida.                  

                                           Sheet Metal
                                                 (PICTURE OMITTED)

Accurshear NC  controlled  backstop with an accuracy to within .002" with a 1/4"
capacity up to 10' sheets.                                                      

                                                 (PICTURE OMITTED)

   Accurpress a 3 asix CNC control, 175 ton with 3/8" capacity in 12' sheets

                                                 (PICTURE OMITTED)

     Trumatic 200 CNC Punch - Capable of punching and forming up to 3/16' carbon
steel. Includes 17 tooling stations                                             

                                                 (PICTURE OMITTED)

     M.G.  Industries  DNC 2.8. CNC  High-definition  Plasma  cutter with a 3/8"
capacity, a 6' X 12' cutting area and hypertherm 70 amp power source.           

 Machining

                                                 (PICTURE OMITTED)

     Haas VF-4  Vertical  Machining  Center  features a 20 station  tool holder;
2-speed  gear box; 250 feet-lbs of cutting  torque;  20 hp spindle;  dual 22 bit
processors, and; travels 50"X20"X25."                                           

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                                                 (PICTURE OMITTED)

     Haas HL-4 CNC Lathe featuring 30 hp spindle;  14.5" turning  diameter;  34"
turning  depth;  12  tooling  stations;  up  to 5"  bar  capacity  and  a  fully
programmable tailstock.                                                         

     Various other machining equipment such as 3 vertical mills with DRO; 2 tool
room  lathes  (1 with  DRO);  Geisholt  turret  lathe  with 6 tool  stations;  2
horizontal  band saws;  hyd-mech  band saw with NC auto feed (12" X 12"  cutting
area)                                                                           

                                                 (PICTURE OMITTED)

(5)      AquaFuel(TM).  The  Company is the  worldwide  exclusive  licensee  for
         AquaFuel(TM).  On the 3rd of  November,  1997,  the Company  executed a
         world-wide exclusive license agreement to design,  manufacture and sell
         or  otherwise  commercialize  technology  based on a series  of  United
         States patents,  patents pending and trademarks,  collectively known as
         "AquaFuel(TM)."  The  patents  include (i) US Patent  5,435,274  titled
         Electric Power  Generation  Without  Harmful  Emissions  dated July 25,
         1995; (ii) US Patent 5,692,459 titled Pollution-Free  Vehicle Operation
         dated December 2, 1997;  (iii) US Patent  5,792,325 titled Electric Arc
Material Processing System US Patent 5,826,548.               

                                                 (PICTURE OMITTED)

         AquaFuel(TM)  Technology - AquaFuel(TM) is a non-fossil combustible gas
         produced by an  electric  discharge  of carbon  arcs within  distilled,
         fresh, salt or other types of water, thus being essentially composed of
         Hydrogen,   Oxygen,   Carbon  and  their  compounds.   AquaFuel(TM)  is
         competitive with respect to Hydrogen for cost, easiness and rapidity of
         production  and energy  content.  AquaFuel(TM)  is  manufactured  using
         off-the-shelf  equipment  and requires no fossil fuel in any form.  The
         materials used in the AquaFuel(TM) manufacturing process include water,
carbon and an electric arc.                                   

         AquaFuel(a)  Research and  Development  - The Company has completed its
         first two scientific certification reports relating to AquaFuel(a). The
         certifications   embody  scientific   measurements,   observations  and
         narrative  compiled  from a worldwide  body of  scientists,  engineers,
         universities,  laboratories and governmental  agencies  relating to the
         characteristics  of  AquaFuel(a).  The conclusions of the research team
leader Dr. Rugero Maria Santilli state:                       

         1      AquaFuel(a) is cost competitive, has dramatically less pollutant
                in the  combustion  exhaust,  and can be more  easily and safely
                produced and stored anywhere desired than any other  combustible
                gas,  even  neglecting  its free  production  as a by product of
sewage recycling;                               

         2      In view of the  above  characteristics,  AquaFuel  is one of the
                best,  if not  the  best  fuel  available  at this  writing  for
                automotive and other uses on a world-wide basis, with particular
                reference to consumer,  but also for  municipal  industrial  and
military applications.                          

         3      The  AquaFuel  process  provides a  basically  novel  method for
                recycling liquid waste which produces  AquaFuel as a usable gas,
                water usable for irrigation and solids usable for fertilization;

         4      AquaFuel is an excellent gas for the production of  electricity,
                particularly  in the free form  obtained  from the  recycling of
liquid waste from cities and municipalities;    

         5      Systematic  scientific  experimentation  and theoretical studies
                have  identified  a number of  anomalies  in AquaFuel  which are
                applicable  to  all  other  gases,  thus  permitting  a new  gas
                technology with  implications and applications to the entire gas
                industry and consequentially vast, additional economic horizons.

         AquaFuel Commercialization - The Company is engaged in the construction
         of the first commercial-sized AquaFuel(TM) production unit. Delivery of
         the unit is scheduled for April, 1999. The device being constructed has
         been designed as a continuous run system in a hi-duty cycle mode.  This
         AquaFuel(TM)  commercial  apparatus makes use of  off-the-shelf  proven
         electric  arc  technology   with  a  pressurized   gas  production  and
         collection  system.  The  3-phase-AC  system  will  utilize  480V input
voltage with an electrical load of 135KVA.                    

              A  primary  consideration  in  making  AquaFuel(TM)   commercially
         available  is to develop  sophisticated  production  equipment  able to
         generate  AquaFuel(TM)  at prices  competitive  with fossil fuels.  The
         AquaFuel(TM)  production  apparatus  being  constructed is estimated to
         produce  in  excess  of  4,000  cubic  feet  of  fuel  per  hour.  More
         importantly,   the  electric  arc  technology  allows  for  a  dramatic
         reduction in the use of carbon which, together with water, comprise the
main ingredients in the production of AquaFuel(TM).           

         Significant  AquaFuel  Agreement  - Dominican  Republic-based  Electric
         Utility Joint Venture. On December 16, 1998, the Company entered into a
         joint venture with Dominican Republic-based Comapnia de Luz y Fuerza de
         las  Terrenas  to  construct  and operate an  AquaFuel(TM)  facility to
         provide  fuel  for  the  production  of  electricity.   Luz  y  Fuerza,
         headquartered in Santo Domingo,  Dominican Republic, is a consortium of
         entities  organized to privatize the delivery of electric power through
         the  Dominican  Republic.  It  is  the  country's  only  non-government
         electric utility,  operating several power generation  facilities.  The
         Luz y Fuerza transmission lines provide electricity to four major urban
areas.                                                        

              The TTL-Luz y Fuerza  joint-venture  estimates a 15-month schedule
         from  feasibility  study through fully  operational  output required to
         reach the AquaFuel  production rate necessary to fulfill the agreement.
         The first  significant  equipment is scheduled to arrive in April, 1999
         which will be able to generate  AquaFuel  at the minimum  rate of 4,000
         cubic-feet    per   hour   (see   above    discussion    relating    to
Commercialization).                                           

(6)      Electro-magnetic  Tire Recycling Process ("ETR Process") The Company is
         the worldwide  exclusive licensee for the ETR technology.  On April 20,
         1998, the Company acquired the worldwide  exclusive  license rights for
         the life of ETR patents pending.  The Company has aided the inventor in
filing for applicable patents.                                

                                                 (PICTURE OMITTED)

         The ETR  Technology - The ETR Process was developed to recover the oil,
         steel and carbon black that were utilized in the  manufacture of tires.
         The process is  self-contained,  using scrap tires as the  feed-source,
         fed in  through  the ETR  equipment  as a means to reduce  the tires to
         their basic elements.  As a percent of weight,  the by-products of each
         tire are 10% steel; 25% fuel gas; 25% petro-chemicals,  and; 40% carbon
         black.  The ETR  technology  reclaims  these  products  which  are then
offered for sale.                                             

              The ETR technology  differentiates  from competition because there
         are no emissions and,  therefore,  no residue from combustion.  The ETR
         technology is further  differentiated  from  competition in its modular
         design,  which allows for a tire "plant" to be a single unit up through
a full-scale, multi-unit plant.                               

         ETR Research and Development - The final commercial  development of the
         ETR equipment will take a two-pronged  path through (i) the fabrication
         of the actual ETR module and;  (ii) a detailed  analysis  of  materials
         resulting  from the ETR  equipment  including  carbon  black,  oils and
         petro-chemicals.  The  following  discussion  relates to the  Company's
         testing program for end product  viability.  The ETR equipment  reverts
         tires back to their  original  elements.  The purpose of the  Company's
         testing  program is to  determine  the  quality  and  character  of the
         materials   produced  by  the  equipment  such  that  a  market  demand
determination can be made.                                    

         As  it  relates  to  the  gas,  the  Company  is  currently   test  BTU
         Composition,  Btu content & physical properties of reformed "catalytic"
         or refinery type gases. This testing series describes the heating value
         of the gases, their physical properties and the composition of gases on
         a percentage  basis.  The  importance  of this test lies in the heating
         value (Btu  content)  of the gas which must be known to  determine  its
         value as a fuel and the types of  equipment  suitable  for its use. The
         physical properties,  molecular weight,  density,  specific gravity are
         considered  important,  base-line  information.  The  Company  is  also
         conducting  tests to determine  concentrations  of benzene and volatile
         sulfur compounds.  The Company's ETR process produces over eight to ten
gases which will be similarly tested.                         

         The  Company's  testing  relating  to the oil  products  produced  from
         include physical  characteristics such as specific gravity,  flashpoint
         and  carbon  residue.  The  importance  of these  tests  can be seen in
         comparing  these with  produces  such as regular and low sulfur  diesel
         fuels,  special petroleum  spirits,  kerosene and grades 1 and 2 burner
         fuels.  Other  tests  underway  relating  to the oil  products  include
         gross/net heat of combustion, possible sulfur content, cetane index and
trace metals.                                                 

         The carbon black is the final series of products  produced from the ETR
         equipment   and   is   currently   being   tested   for   the   typical
         physico-chemical  properties  of carbon  produces  including  particle,
         size, weight,  structure,  iodine adsorption number, tint strength, DBP
         oil absorption,  heat loss, ash content,  pour density and stress.  The
         tire project has purchased  blenders,  sieves and a shaker to determine
         the characteristics size and weight of the carbon products. Samples are
         separated  two  ways.  The  first  is  a  "not  force"  separation.  It
         identifies  the  percentage of each size mesh the carbon  classifies to
         with no  crushing  effort.  The  second  type of  sizing  utilizes  the
         blenders, a roller, sieves and a shaker to process the carbon as finely
         as  possible.  This small  scale  operation  mimics  commercial  carbon
         processing  for  particle  size  reduction.  The sizing will  determine
proportions and consistency of the carbon black product.      

         Commercial Scale-Up.  The Company is now engaged in the construction of
         a 100-tire per hour module.  The remainder of the components  necessary
         for each ETR  plant are  standard,  off-the-shelf  equipment  such as a
         shredder, gas and oil collection systems and storage tanks. TTL intends
         to commercialize its ETR technology  through joint ventures,  strategic
alliances, and the direct sale of products and services.      

(7)      Precision Micro-Welding.  TTL's Precision Micro-Welding division is the
         result of equipment  acquired by the Company  such as an Electron  Beam
         Welder  valued  at  $1,200,000  and the  operational  expertise  of AMW
         Manufacturing.  TTL's Precision  Micro-Welding  equipment and expertise
         supports  the  tool  and  die,  plastic  injection  molding  and  other
         industries with welding  requiring  filler wire sizes from .005 to .020
inch in diameter.                                             

              The  Company's  Precision  Micro-Welding  Division  offers a total
         range of welding capabilities including inert gas or CO2, plasma, laser
         and electron  beam  welding  processes.  Welding  provides the greatest
         junction strength.  In a proper weld the joint will be as strong as the
parent material--sometimes stronger.                          

              In welding,  two metal  sections are  normally  joined by bringing
         their surfaces into contact under high temperature,  high pressure,  or
         both,  depending  on the  application.  Although  most  welds  are made
         between similar metals, different compatible metals may also be welded.

                                                 (PICTURE OMITTED)

              Electron  Beam Welding  provides  solutions to many  sophisticated
         welding  problems  by  joining  components  with very  precise,  finely
         controlled,  accelerated  stream of  electrons.  With the Electron Beam
         process, the metallurgical  characteristic and overall integrity of the
most precision components are kept intact.                    

              A big  advantage  to the  Electron  Beam  process is the low total
         energy input to the work piece.  Conventional welding methods depend on
         thermal  conductivity  or on surface melting in order for the fusion to
         penetrate.  The electron beam welder also offers these major advantages
over alternative welding methods:                             

         o    Welding highly reflective  material (such as cooper) Electrons are
              a much more  efficient  form of energy than  photons of light (use
with lasers)                                        
         o    Versatility - From thin .001" to 2" deep  penetration  welds,  EBW
              can  satisfy  the entire  range  with  extraordinary  control  and
repeatabley                                         
          o    inaccessible  deep areas - Long focal  distances allow welding in
tight deep areas                                  
          o    Refractive  materials.  Electron  Beam  welding is conducted in a
               very high vacuum  creating a fusion  zone of vacuum melt  quality
    that can yield over 95% strength of the base material.

Laser  Welding.  Light emerges from a laser in a narrow beam that can be focused
down to less  than  0.001  inch in  diameter.  Such  concentrated  beams  are so
powerful  that they are used to drill tiny  holes in  diamonds,  taking  minutes
where old  methods  took days.  Ultra thin wires are also made by pulling  metal
through these holes. Laser light can then be used to weld these tiny wires.     

                                                 (PICTURE OMITTED)

     2 Micro Tig Welding Stations. For Tig welding, the Company's welders use 75
power  microscopes  to  produce  high  quality  precision  welds on all types of
materials.                                                                      

                                                 (PICTURE OMITTED)

              Arc welding uses the intense heat of an  electrical  arc generated
         when a high  current  flows  between  the base metal and an  electrode.
         Temperatures of up to  7,000(degree)F  (3,870(degree)C)  are applied to
         melt the local base and filler  materials.  Shielded  metal-arc welding
         uses  electrodes made of a coated metal filler wire. The electrical arc
         breaks down the coating to provide a  protective  atmosphere  that both
stabilizes the arc and acts as a flux.                        

Other precision welding support equipment at TTL includes:    

Weld Logic Pulsearc .10 to 100 amp range;           

Miller Aerowave CC, AC-DC 3-400 amp AC wave control;

              2 Secheroa Plasma Fix 50 E welders with Merrick Amptrack Micro 1-B
computer and positioner                                                         

2 Raytheon Yag Laser Welders                        

Jec Laser engraver                                  

Vacuum welding chamber                              

(8)      Tunnel  Bat(TM)  On July 1,  1998,  the  Company  entered  a  worldwide
         exclusive  license  agreement  with  inventor Dave  Richardson  for the
         commercialization of the Tunnel Bat technology.  The Company intends to
         apply  for  Tunnel  Bat  patent(s)  on behalf  of Mr.  Richardson.  The
         exclusive  ownership  of all  such  patents  shall  be  100%  with  Mr.
         Richardson   and  none  with  TTL.   The  Company   will   continue  to
         commercialize  the Tunnel  Bat  technology  by virtue of its  exclusive
worldwide license.                                            

                                                 (PICTURE OMITTED)

         Tunnel Bat  technology.  The Tunnel Bat technology  refers to a vehicle
         specifically   designed  to  mobilize  the  removal  of  silt,  debris,
         vegetation,  soil,  rock, and other types of blockage from inside a box
         culvert.  Box culverts  relate to a sewer or drain running under a road
         or  embankment.  Invented by Dave  Richardson  in 1994,  the Tunnel Bat
         vehicle  represents  a solution  to the  growing  problem  of  removing
blockage from box culverts.                                   

                                                 (PICTURE OMITTED)

              Prior to the  invention  of the  Tunnel  Bat,  box  culverts  were
         manually  cleaned by crawling  into the box culvert  with a small wagon
         and shovel, filling the wagon with blockage, crawling back out to empty
         the wagon and then  repeating  the  process  until the box  culvert was
         cleaned. In addition to being a slow and difficult manual process, many
         box culverts are found to have snakes and other creatures  living among
 the blockage material, making it possibly unsafe for personnel.

                                                 (PICTURE OMITTED)

              The Tunnel Bat  equipment is able to turn a slow,  unpleasant  job
         into a  reliable,  thorough  professional  approach  to  desilting  box
         culverts.  The equipment is fully  mobilized,  allowing for the maximum
         removal of blockage while providing a safe working  environment.  Toups
         Technology  is  unaware  of any other  product  on the  market  that is
         designed to address the thousands of box culverts throughout the United
States.                                                       

         Tunnel Bat  development.  The Company is now engineering  final vehicle
         production  model designs.  During this time, the Licensor is operating
         two  Tunnel  Bat  prototype  vehicles  in the  course of  cleaning  box
         culverts  under  contract  with  the  State  of  Florida   through  the
         Department  of  Transportation.  The Company  estimates  the Tunnel Bat
         production model will be completed on or about June, 1999.  Thereafter,
         the Company  intends to offer the vehicle  through its  in-house  sales
    department primarily to contractors and government municipalities.

(9)    TTL Power Systems.  During the third quarter, 1998, the Company entered a
       non-exclusive product representation  agreement with Southwest Machine, a
       Missouri   corporation   ("manufacturer").   Under   the   terms  of  the
       non-exclusive  agreement,  the Company is to provide marketing,  finance,
       sales and  coordination  and the  manufacturer is provide its products at
       favorable prices. In the course of executing a proposed TTL Power Systems
       sale,  the Company would  contact and negotiate  through the closing with
       prospective customer and then forward the order to the manufacturer.  The
    manufacturer then produces and delivers the equipment to the end-user.

                                                 (PICTURE OMITTED)

       Power System features.  The electric  generators which the Company offers
       by  virtue  of its rep  agreement  features  a  system  that  can  either
       synchronizes with the local utility or as act as a stand-alone  source of
       power.  The units can produce 120, 240, 480 or other  specified  voltage.
       The  generators  are  designed  to operate  on almost any fuel  including
       Natural Gas, raw wellhead gas, propane,  diesel and each generator can be
       converted from running one fuel to another with a simple  conversion kit.
       One 80 kilowatt generator will supply enough power for about five typical
       households  and the units  can be  linked  together  for  flexible  power
       requirements and uninterrupted  service during  maintenance of individual
units.                                                            

       Power System product line. By virtue of its rep agreement, the Company is
       able to offer Hercules Engine  Generator Set complete with oil field skid
       and enclosure with paralleling  switchgear in sizes which include a 130KW
       turbo and an 80KW  non-turbo.  In addition,  the Company is able to offer
       the Engine Master diesel Engine Generator Set complete with oil field ski
       and  enclosure  with  paralleling  switchgear in sizes which include 25KW
       turbo and a 30KW nonturbo.  While the 25KW turbo can run either on either
       a multi-fuel  or gas while the 30KW is designed to operate on diesel fuel
only.                                                             

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     The  Company's   Marketplace.   In   determining   the  Company's   overall
marketplace, TTL has categorized its nine divisions as follows:                 

     In the case of the BORS Lift device,  the Company operates in the oil field
equipment segment of the manufacturing sector;                                  

     In  the  case  of  Brounley  Engineering,   the  Company  operates  in  the
electronics segment of the manufacturing                                        
sector;                                                                         

     In  the  case  of  InterSource  HealthCare,  the  Company  operates  in the
healthcare equipment segment of the healthcare sector;                          

     In the  case  of TTL  Manufacturing,  the  Company  operates  in the  metal
fabrication segment of the manufacturing sector;                                

     In the case of  AquaFuel,  the  Company  operates in the  alternative  fuel
segment of the energy sector;                                                   

     Further  in the  case of  AquaFuel,  the  Company  operates  in the sale of
equipment segment of the environmental sector;                                  

     In the  case  of  Precision  Micro-Welding,  the  Company  operates  in the
specialty-welding segment of the                                                
manufacturing sector;                                                           

     In the case of Tunnel Bat, the Company operates in the manufacture and sale
of equipment segment of the manufacturing sector;                               

     In the case of Power Systems, the Company operates in the sale of equipment
segment of the energy sector.                                                   

     Accordingly,  the major market  sectors  within which the Company  competes
include  Manufacturing,  Healthcare,  Energy and the Environment.  The Company's
various products and services are predominately at the market entry stage and as
yet have not achieved any  meaningful  market share.  Due to the novel nature of
the BORS  Lift,  AquaFuel,  ETR and Tunnel Bat  technologies,  coupled  with the
absence  of  significant  sales  to date,  the  Company  is  unable  to  provide
meaningful competitive information.                                             

     The only  significant  competitive  factor of which  management is aware at
this time  includes the  per-barrel  price of oil,  which is currently at an all
time low.  While the Company  believes this factor  encourages  the sales of its
BORS Lift device,  the current price of oil may preclude certain  producers from
having sufficient  capital to purchase the Company's BORS Lift or, if purchased,
may have  difficulty  maintaining  payments.  The  Company  intends to  exercise
prudent business  judgements in granting any credit for the purchase of its BORS
Lift device.                                                                    

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Manufacturing  - The  Manufacturing  sector includes  companies  involved in all
manner of manufacturing operations,  from heavy machinery to hardware as well as
companies  involved in the wholesale  distribution of these products.  Among the
companies covered are agricultural, construction and material handling machinery
makers;  machine tool, metal fabrication and flow control  equipment  companies;
electrical  equipment  makers,  packaging  makers and rubber,  plastic and glass
products companies.                                                             

Healthcare . In 1997, the US annual expenditures on health products is estimated
at $111 billion with US expenditures on drugs and other medical nondurables came
to about $95 billion while  spending for medical  equipment  such as eyeglasses,
hearing  aids,  artificial  limbs  and  wheelchairs  cam to about  $16  billion.
Worldwide drug sales are rising at the rate of 8% -10% a year and medical device
sales at 7% a year. In the international marketplace,  US firms account for more
than 40% of the $120 billion market for medical devices and more than 30% of the
$265  billion  pharmaceutical  market.  Medical  products,  the most diverse and
fragmented  segment of the health care market,  include  some  130,000  items --
everything  from flimsy exam gowns and gauze to heart  valves and  sophisticated
diagnostic  equipment.  The threat of AIDS and other infectious diseases has led
to the increased use of protective equipment and disposable products,  while the
aging population has fueled growth in orthopedic an cardiovascular markets.     

Energy.  The US energy  industry is estimated at $473 billion.  About 85% of the
energy we consume comes from three major  sources:  oil, which is #1 in terms of
energy  consumption;  natural gas, #2; and coal,  #3. The electric  company uses
much of  these  fuels,  and with  good  reason:  close  to 100% of US homes  and
businesses are wired for electricity.  The oil industry,  composed of integrated
oil  companies  and oil  field  equipment  and  services  companies,  as well as
pipelines,  refineries, and resellers,  produces the crude oil that is converted
to gasoline, heating fuel, jet fuels and more.                                  

Environment . The Environmental  Equipment and Services industry is estimated at
$150  billion  annual   revenues  with  annual  growth   estimated  at  5%.  The
predominantly  small environmental firms purify air and water, cart away wastes,
and clean up toxic  dumping  grounds,  often  according  to plans  conceived  by
engineering  consulting  firms.  In  genera,   environmental   technologies  are
classified  four  ways:  monitoring  and  assessment  to detect  pollutants  and
indicate the  environment's  condition;  control of hazardous  substances before
they enter the environment; "remediation' to detoxify hazardous substances after
they enter the environment;  and restoration of already polluted  ecosystems.  A
1990  EPA  report  estimated  that in the  year  2000,  the  annual  cost of EPA
regulations,  including the costs of compliance and going through the regulatory
process, would be approximately 2.8% of the gross national product.             

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.                      

Results of Operations for the Year Ended December 31, 1998            

     The following  discussion and analysis  should be read in conjunction  with
the financial  statements  and related  notes,  as well as the discussion in the
Form 10-KSB,  which  provide  additional  information  concerning  the Company's
financial activities and condition.                                             

Overview:                                                                       

     Toups Technology  Licensing,  Incorporated ("TTL" or "The Company) business
purpose is commercializing  late-stage technologies,  which are acquired through
license agreements and acquisitions. The Company's technologies and acquisitions
to date are in the energy, environmental, natural resource and healthcare market
segments.  At the end of 1998, the Company was comprised of nine divisions,  six
of which earned revenues during 1998.                                           

Results of Operations                                                           

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

     Sales for 1998 were  $3,132,001,  an  increase  of  $1,935,832  or 62% from
$1,196,169  in 1997.  The  increase in revenues was  attributable  to the market
launch and acceptance of the Company's BORS Lift units during the Fourth Quarter
of 1998,  as well as sales growth in the TTL  Manufacturing  division,  formerly
Advanced   Micro-Welding,   Inc.   ("AMW"),   and  Brounley   Associates,   Inc.
("Brounley"),  a  wholly-owned  subsidiary  of TTL.  AMW and  Brounley  were two
acquisitions  accounted  for as a pooling of  interest  by TTL during  April and
October 1998, respectively. Since TTL did not commence operations until November
1997,  figures for the year ended  December 31,  1997,  reflect less than a full
year's  transactions  (subsidiaries  accounted  for by the  pooling of  interest
method  reflect the full year's  transactions  for the year ended  December  31,
1997).  The  Company's  third   acquisition,   InterSource   Health  Care,  Inc.
("InterSource"),  was accounted for by the purchase  method of accounting  for a
business combination.  Accordingly,  the accompanying  statements do not reflect
revenues or expenses  related to the  acquisition  prior to the closing  date of
November 30, 1998.                                                              

     Gross profit for 1998 was $1,147,071 or 37% of revenues,  which was up from
$373,799  or 31% of  revenues  for  1997.  The  increase  in gross  profit  as a
percentage  of revenues in 1998 was the result the strong  profit  margin of the
in-house manufactured BORS Lift.                                                

     The  Company's  selling,  general  and  administrative  (SG&A)  expenses of
$3,276,932  were  comprised  of  development  expenses,   salaries,   consulting
services,  and other operating costs in 1998, up from $315,893 during 1997. As a
percentage of revenues, SG&A increased to 105% in 1998 up from 26% in 1997. SG&A
expenses  increased  in 1998 to  support  further  technology  development,  new
product introductions and future business expansion. In 1998, $728,351 or 33% of
SG&A expenses were non-cash  expenses paid for through  capital stock issued for
services to further the Company's technologies.                                 

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     The Company incurred increased  personnel expenses and development costs to
build its infrastructure,  assembling a team of engineers,  scientists and other
professionals,  and prepare its  technologies  for market  applications.  During
1998,  the  Company  completed  its  independent  testing  for  AquaFuel  market
applications  and  scalability  results  including  its  first   production-unit
contract for the Dominican  Republic.  In addition,  the Company completed field
tests of BORS Lifts and began  full-scale  production  placing  100 units in the
field,  developed  applications  for  its  tire  recycling  process  technology,
completed  design for and began  production of Tunnel-Bat  units,  completed the
acquisition of AMW,  Brounley and  InterSource  and furthered  discussions  with
potential acquisition candidates,  as well as candidates for technology licenses
that fit with the Company's business purpose.                                   

     As a result of these  activities,  the Company had a 1998 operating loss of
$2,129,861, a decrease from an operating profit of $57,906 for 1997.            

     Net interest expense for 1998 was $14,373,  up from $664 in 1997.  Interest
expense related to borrowings of wholly-owned subsidiaries prior to acquisition.

Liquidity and Capital Resources                                                 

     Net cash used by operating  activities of $2,422,529  related  primarily to
the  Company's  operating  loss and the  increase  in  accounts  receivable  and
inventories  from BORS lifts sales in the fourth  quarter of 1998.  The Company,
however,  had a net  working  capital  surplus  of  $1,545,580  at year end,  an
increase of $1,331,762  from December 31, 1997. The increase in working  capital
was principally the result of an increase in accounts receivable  resulting from
Fourth Quarter BORS Lift sales and financing  activities through the issuance of
$3.8 million in common stock through private equity  offerings.  At December 31,
1998 the Company had $5,312,840 in assets and $3,360,798 in stockholders' equity
up from $562,054 and $256,484 respectively at December 31, 1997.                

     As of December  31, 1998,  the Company had $49,574  drawn on a $50,000 bank
line  of  credit  for  InterSource  and  $388,237  in  capital  leases  for  TTL
Manufacturing. The Company had no other bank financing or other debt obligations
outstanding other than trade payables,  accrued expenses, and other expenses due
during the normal course of business.                                           

     Through the  acquisitions of AMW,  Brounley and InterSource the Company has
significant production  capabilities available without the requirement for large
plant and equipment capital expenditures.  The InterSource  acquisition added in
excess of $2 million in fair market value of equipment purchased and refurbished
by  InterSource  under its  facility  lease.  The  equipment  remained  from the
facility's former tenant, a large defense  contractor,  and included  computers,
milling  equipment,  lathes,  shelving  and  storage  units,  precision  welding
equipment and other  production  machinery.  InterSource held this equipment for
resale  but  TTL  has  chosen  to  maximize  the  equipment   through   internal
utilization.  This equipment  combined with AMW's,  Brounley's and InterSource's
technical  resources  will  allow  TTL to  fully  utilize  its  development  and
production capabilities 1999.                                                   

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     The Company  has also  completed  agreements  for two  financing  offerings
subsequent to year end for a total of $2,250,000.  The financings are structured
as $1,500,000  subordinated  convertible Note and $750,000 convertible preferred
stock.  The proceeds of the sale of these  offerings  are  available for capital
expenditures  related to  technology  development  costs,  future  acquisitions,
working capital, and general corporate purposes.                                

     The Company believes its existing cash,  together with projected cash flows
from operations and the availability of future equity and/or offerings,  will be
sufficient to meet the Company's cash requirements in 1999.                     

Forward Looking Statements                                                      

     This  Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations contains certain  "forward-looking  statements" as defined
in the Private  Securities  Litigation  Reform Act of 1995.  Such statements are
based on management's  estimates,  assumptions,  and projections.  Major factors
that could cause results to differ  materially from those expected by management
include,  but are not  limited  to: the timing  and nature of  independent  test
results;  the nature of  changes in laws and  regulations  that  govern  various
aspects of the Company's business;  retention and productivity of key employees;
the  availability  of acquisition  candidates and  proprietary  technologies  at
purchase  prices the Company  believes to be a fair market;  the  direction  and
success of competitors; management retention; and unanticipated market changes. 

Year 2000 Compliance                                                            

     The Company has completed a  prelimanary  assessment  concerning  Year 2000
issues and has determined that its  technologies,  manufacturing  factilites and
internal  operatins  will not be  impacted  or  affected.  The  Company  made no
material  expenditures  in 1998 with regard to Year 2000 issues and  anticipates
that  expenditures  in 1999  will have no  material  effect  to its  results  of
operations  and capital  resources.  In addition,  the Company's  stock transfer
agent,  Continental  Stock Transfer % Trust  Company,  has been certified as Y2K
compliant                                                                       

DESCRIPTION OF PROPERTY                                                         

     The   Company's    headquarters   and   manufacturing   facility   occupies
approximately  50,000  (fifty-thousand)  square-feet within the 96-acre Pinellas
Science  Technology and Research  Center ("STAR  Center")  located at 7887 Bryan
Diary Road, Largo, Florida.                                                     

     Formerly used by Lockheed Martin Specialty  Components,  Inc. as a provider
for the Department of Energy ("DOE"),  the STAR Center has been converted into a
technology incubator for engineering firms and specialty manufacturers. The STAR
Center is a 739,873 square-foot complex,  comprised of 17 separate buildings;  a
150,000 square-foot,  16-foot high bay manufacturing area, and approximately 100
separate areas, including laboratories, production space and offices.           

     The Company also maintains a 10,000 square-foot  facility wherein is housed
its   AquaFuel(a)   division.   The  Company  also  maintains  an   engineering,
installation  and field  service  office in  Claremore,  Oklahoma and a national
sales office in Garden City, Kansas relating to its BORS device.                

     The Company  does not invest in real estate or real estate  mortgages,  nor
does the Company invest in the  securities of or interests in persons  primarily
engaged in real estate activities.                                              

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                  

     Mr. Michael Toups, who serves as the Company's Chief Financial  Officer and
as a Director,  is the son of the Company's President and Chairman of the Board,
Leon H. Toups.                                                                  

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                        

     Since activation of operations in November,  1997, the Company has provided
for its venture funding  requirements  through sales of its securities at prices
ranging from $0.62 to $1.25 per share.  As a result of these sales,  the Company
issued  securities  to various  persons and firms and all such  securities  were
acquired  directly  from the Company in  transactions  not  involving any public
offering. All securities were sold in reliance on Section 4(2) of the Securities
Act of 1933. All purchasers  executed a Subscription  Agreement  indicating they
have such knowledge and experience in financial and business matters that either
alone or with a purchasers representative,  are capable of evaluating the merits
and risks of the investment.                                                    

     The  Company  has not relied on an  underwriter  or  similar  person in the
course of selling its securities or the subsequent trading thereof.  The Company
has made use of its  securities  counsel,  independent  auditor and  independent
transfer agent as needed. As a part of its Private Placement  Memorandum used by
the  Company  for the  initial  sale of its  securities  during  late 1997,  TTL
undertook  certain  specific steps  necessary to effect a public trading market.
The  following  relates to the tasks  completed,  which relate to the  Company's
undertakings assured in the initial sales of its securities.                    

1.     Immediately  upon completion of the Company's  initial Private  Placement
       pursuant  to Rule  504 of  Regulation  D,  the  Company  submitted  three
simultaneous applications:                                        

       (i)    Form 10SB12G  which is submitted  to the  Securities  and Exchange
              Commission.  A  registration  of securities on this form obligates
              the Company to provide existing and prospective  shareholders with
              certain  information.  A part of these  requirements  obligate the
              Company to provide existing and prospective shareholders quarterly
              financial   statements   prepared  by  management  and  an  annual
              financial audit prepared by independent auditors. The SEC declared
the Company's Form 10SB12G effective June, 1998.    

       (ii)   An  application  was made  with  Standard  and  Poors  Corporation
              Records and as of April, 1998, the Company has been listed on page
              8153 under the heading  Company  Descriptions in Standard & Poor's
Cooperation Records.                                

       (iii)  A  Form  15c2-11  was  filed  with  the  National  Association  of
              Securities  Dealers  through the Company's  initial  Market Maker.
              During  June,  1998,  the  Company's  securities  were cleared for
              trading through the NASD OTC Marketplace.  Quotations on the OTCBB
              reflect inter-dealer prices, without retail mark-up,  mark-down or
  commission, and may not represent actual transactions.

2.     During October, 1998, the Company filed a securities registration on Form
       SB-2 with the Securities and Exchange  Commission relating to shares sold
       exclusively  to  accredited  investors in reliance on  Regulation D, Rule
506.                                                              

     Since June 16, 1998, the date when the Company's shares began trading,  the
Company's per share price has ranged from $1.375 to $3.00 and has  predominately
traded at an average of $2.00 per share.  Throughout this period from June, 1998
through  the date of this  filing,  the  Company's  has  traded  an  average  of
approximately 60,000 shares daily.                                              

     As of  December  30,  1998,  Company had in excess of 700  Shareholders  of
Record.                                                                         

     In order to allow for its  current  year  capital  needs,  during the first
quarter 1999, the Company  completed the sale of $1,500,000 of its  Subordinated
Convertible Notes to The Augustine Fund (the "Augustine  Notes") and the sale of
$750,000 of its Series A 7% Convertible  Preferred  Stock to The Shaar Fund (the
"Shaar  Preferred").  Both  placements  were  conducted  to provide  for capital
expenses estimated to occur throughout 1999.                                    

EXECUTIVE COMPENSATION                                                          

     The following table depicts all-plan and non-plan  compensation awarded to,
earned by or paid to the named  executive  officer of the Company for the period
indicated:                                                                      

                            Annual         Long Term
                           Compensation     Compensation
(a)                   (b)      (c)       (d)       (e)          
                                          Restricted
                                                     Stock       Total
Name and Principal                   Salary     Bonus    award(s)  Compensation 
Position                    Year      ($)        ($)       ($)         ($)      
Leon H. Toups               1998    $63,666       $0       $650      $64,316    
President                                                                       
Chief Executive Officer                                                         

Mark Clancy                 1998    $62,997       $0       $650      $63,647    
Executive Vice President                                                        
Corporate Secretary                                                             

Michael P. Toups            1998    $61,958        $0       $650     $62,608    
Vice President, Finance                                                         
Chief Financial Officer                                                         

Jerry Kammerer              1998(f) $48,000        $0         $0      $48,000   

(a)  All named  executive  Officers have served in their  respective  capacities
     since  formation  of the Company  during July 1997 except Mr.  Kammerer who
served through August, 1998.                                          
(b)  The  Company was  incorporated  during  July 1997.  The  Company  activated
     operations  on  November  1,  1997  and all  three  current  officers  were
     compensated  at the rate of $3,000 per month for the months of November and
December, 1997.                                                       
(c)  Any increase in Officer  compensation  would be  predicated  on  prevailing
     industry standards and the existing financial situation of the Company. The
     Board of Directors  may  authorize an increase in the  compensation  of the
Company's executive officers without a vote of Shareholders.          
(d)  The Company did not make any bonus cash payments to its executive  officers
     since  inception  except a Christmas  bonus equal to one weeks salary which
     was also given to all of the Company's employees. However, the Company may,
in the future, develop programs which may include bonus payments.     
(e)  During the course of 1998, the Company issued 650,000  unregistered  common
     shares to each of its Officers.  The Company's three Officers also received
     TTL unregistered  shares as a part of the acquisition of InterSource Health
Care.                                                                 
(f)  Mr.  Kammerer  served as a Director and as the  Company's  Vice  President,
Business Development from January through August, 1998.               

     The Company does not compensate its Directors for their participation.  The
Company  does not provide for  agreements  with any of its  executive  officers.
However, the Company may, in the future, need to compete for the services of its
executive officers,  at which time, the Board of Directors may adopt and require
its executive officers to execute employment agreements.                        

FINANCIAL STATEMENTS                                                            

TOUPS TECHNOLOGY LICENSING, INC.
AND SUBSIDIARIES

 CONSOLIDATED BALANCE SHEETS
December 31, 1998 and 1997

                                                          1997
                                                     1998   (Note 2)
                                                      ----    --------

ASSETS

Current assets:                                                                 
Cash                                                $772,080    $104,580  
Accounts receivalbe - trade (net of allowance                             
of $74,237 and $5,000, respectively)             1,768,999      88,384
Inventory                                            542,555     237,682  
Prepaid royalties                                     89,000      11,000  
Other current assets                                   2,776         800  
                                               -----------    --------

  Total current assets                           3,175,510     442,446
                                               -----------     -------

Property, plant and equipment:                                                  
Property, plant and equipment                      2,170,072     174,488  
Less:  Accumulated depreciation and amortization     152,159      65,775  
                                                ----------    --------

  Net property, plant and equipment              2,017,913     107,713
                                                ----------    --------

Other assets:                                                                   
Security deposits                                     31,932       5,000  
Related party receivables                             87,485           0  
Other assets                                               -       5,895  
                                                  --------      ------

  Total other assets                               119,417      10,895
                                                 ---------      --------
   Total assets                                  $5,312,840     $562,054
                                                 ==========     ========

See Auditor's Report and accompanying financial statements and Notes thereto

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TOUPS TECHNOLOGY LICENSING, INC.
AND SUBSIDIARIES

 CONSOLIDATED BALANCE SHEETS
December 31, 1998 and 1997

                                                                      1997
                                                               1998   (Note 2)
                                                              ----   -------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities                                                             
  Accounts payable and accrued expenses                   $1,391,826  $109,748
Royalties payable                                           42,843        
  Income taxes payable                                        40,562         -
  Deposits                                                    39,000    73,540
  Current portion of notes payable - stockholder                   -    15,325
  Current poriton of capital lease obligations                66,125    24,324
  Line of credit                                              49,574         -
  Other current liabilities                                        -     5,691
                                                            ------   ---------

    Total current liabilities                              1,629,930   228,628
                                                         -----------   -------

Long-term debt:                                                                 
  Capital lease obligation, net of current portion           322,112    49,452
  Notes payable - stockholder, less current portion                -    27,490
                                                            --------   -------

    Total long-term debt                                     322,112    76,942
                                                           ---------  --------

    Total liabilities                                      1,952,042   305,570
                                                          ----------   -------

Stockholders' equity:                                                           
  Capital stock                                               22,217    10,030
  Additional paid-in capital                               5,484,950   197,237
  Retained earnings (deficit)                             (2,146,369)   49,217
                                                          -----------   ------

    Total stockholders' equity                             3,360,798   256,484
                                                          ----------   -------

    Total liabilities and stockholders' equity            $5,312,840  $562,054
                                                         ===========  ========

See Auditor's Report and accompanying financial statements and Notes thereto

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TOUPS TECHNOLOGY LICENSING, INC.
AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF OPERATIONS
  For the years ended December 31, 1998 and 1997

                                                              1997
                                                  1998        (Note 2)
                                                  ----        --------

Revenue                                              $3,132,001      $1,196,169 

Cost of goods sold                                    1,984,930         822,370 
                                                    -----------     ----------

Gross profit                                           1,147,071        373,799 

General and administrative expenses                    3,276,932        315,893 
                                                      ----------     ---------

Total operating earnings (deficit)                    (2,129,861)        57,906 

Other income (expense):                                                         
Interest income                                            6,861            543 
Interest expense                                         (21,234)       (1,207) 
Other income                                                   -           155  
Other expense                                                  -          (325) 
                                                      -----------     --------

Total other income (expenses)                             (14,373)        (834) 
                                                       ----------    ---------

Earnings (deficit) before income taxes                  (2,144,234)      57,072 

Income taxes                                                43,760        7,971 
                                                        ----------   ---------

Net income (loss)                                      $(2,187,994)    $ 49,101 
                                                      ===========     ========

Weighted average number of                                                      
shares outstanding                                      12,167,182    9,781,751 

Net income (loss) per share                             $    (0.18)   $   0.005 
                                                      ============    ========

See Auditor's Report and accompanying financial statements and Notes thereto

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TOUPS TECHNOLOGY LICENSING, INC.
AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended Decmeber 31, 1998 and 1997

                                                                  1997
                                                         1998     (Note 2)
                                                         ----     --------

Cash flows from operating activities:                                           
  Net income (loss)                                    $(2,187,994)  $  49,101
Adjustments to reconcile net income (loss) to                             
net cash provided (used by operating activities:                      
      (Gain) loss on sale of assets                               -      (155)
      Depreciation and amortization expense                  81,634     21,840
      Bad debt expense                                       76,312      5,000
      Capital stock issued for services                     728,351      8,470
      (Increase) decrease in accounts receivable         (1,656,051)  (11,933)
      (Increase) decrease in inventory                     (291,042)  (54,403)
     (Increase) decrease in other current assets            (1,976)        -
     (Increase) decrease in security deposits              26,932)   (5,000)
      (Increase) decrease prepaid royalties                 (78,000)  (11,000)
      (Increase) decrease in other assets                     5,895    (5,195)
      (Increase) decrease in accounts payable               565,382     56,334
      (Increase) decrease in royalties payable               42,843          -
      (Increase) decrease accrued expenses                  350,218         74
      (Increase) decrease in income taxes payable            40,562          -
      (Increase) decrease in other current liabilities      (71,731)         -
                                                           ---------   -------

      Net cash provided (used) by operating activities    (2,422,529)   53,133

Cash flows from investing activities:                                           
  Acquisition of cash from investing                           3,715         -
  Acquisiton of property, plant and equipment               (507,047) (15,690)
  Proceeds from sale of equipment                                  -       750
 Loans to related party                                     (18,428)       -
 Loans to subsidiary prior to acquisition                  (164,297)       -
                                                           ----------   ------

      Net cash used by investing activities                 (686,057) (14,940)

See Auditor's Report and accompanying financial statements and Notes thereto

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TOUPS TECHNOLOGY LICENSING, INC.
AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended Decmeber 31, 1998 and 1997

                                                                    1997
                                                            1998      (Note 2)
                                                            ----      --------

Cash flows from financing activities:                                           
  Distributions to stockholders                           (7,592)     (41,527)
 Proceeds from the sale of capital stock              3,850,278      100,000
  Principal repayments on notes payable - stockholder    (11,215)      (4,685)
 Proceeds from line of credit                             4,600            -
 Repayments on line of credit                            (4,600)           -
  Principal repayments on capital lease obligations      (55,385)      (4,197)
  Purchase of treasury stock                                   -      (29,000)
                                                         ---------     -------

      Net cash provided by financing activities         3,776,086       20,591
                                                        ----------    --------

Net increase in cash                                       667,500        8,784 

Cash, beginning of year                                    104,580       45,796 
                                                         ---------     -------

Cash, end of year                                         $772,080     $104,580 
                                                         =========    ========

Supplemental Cash Flow Disclosures:                                             
Cash paid for interest                                      $21,234    $  3,110 
Cash paid for income taxes                                 $ 11,967    $  4,481 

See Auditor's Report and accompanying financial statements and Notes thereto

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TOUPS TECHNOLOGY LICENSING, INC.
AND SUBSIDIARIES

CONSOLIATED STATEMENTS OF STOCKHOLDERS' EQUITY
 For the year ended December 31, 1998 and 1997

                        Common    Additional    Retained
             Number      Stock      Paid-In     Earnings
                     Of Shares   (At Par)   Capital      (Deficit)   Total

Balance                                                                         
December 31, 1996                                                               
(Note 2)                1,400,000    $1,400     $97,397      $41,643   $140,440 
Issuance of common                                                              
stock upon                                                                
  inception            8,250,000     8,250           0            0      8,250
Stock Issued for:                                                               
  Services               100,000       100           -            -        100
  Cash                   160,000       160      99,840            -    100,000
  Rent                   120,000       120           -            -        120
Net income  (loss) for                                                          
the year ended                                                            
  December 31, 1997            -         -           -       49,101     49,101
Distributions       to                                                          
  shareholders                 -         -           -      (41,527)  (41,527)
                        --------    ------     -------      --------   -------
Balance,  December 31,                                                          
  1997 (Note 2)       10,030,000    10,030     197,237       49,217    256,484
Stock issued for:                                                               
  Services             5,602,697     5,603     722,748            -    728,351
  Cash                 5,381,361     5,361   3,844,897            -  3,850,278
  Acquisitions         1,203,241     1,203     688,468            -    689,671
Cancellation  of  note                                                          
  payable-stockholder          -         -      31,600            -     31,600
Net income  (loss) for                                                          
the   year    ended                                                       
  December 31, 1998            -         -           -  (2,187,994)(2,187,994)
Distributions       to                                                          
  shareholders                 -         -           -      (7,592)    (7,592)
                         -------    ------      ------   ---------- ----------
Balance,  Decemeber 31,                                                         
  1998                22,217,299   $22,217  $5,484,950 $(2,146,369) $3,360,798
                      ==========   =======  ========== ============ ==========

See Auditor's Report and accompanying financial statements and Notes thereto

ITEM 2 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.            

TOUPS TECHNOLOGY LICENSING, INCORPORATED

 MANAGEMENT'S DISCUSSION AND ANALYSIS OFINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS

            Results of Operations for the Year Ended December 31, 1998

     The following  discussion and analysis  should be read in conjunction  with
the financial  statements  and related  notes,  as well as the discussion in the
Form 10-KSB,  which  provide  additional  information  concerning  the Company's
financial activities and condition.                                             

Overview:                                                                       

     Toups Technology  Licensing,  Incorporated ("TTL" or "The Company) business
purpose is commercializing  late-stage technologies,  which are acquired through
license agreements and acquisitions. The Company's technologies and acquisitions
to date are in the energy, environmental, natural resource and healthcare market
segments.  At the end of 1998, the Company was comprised of nine divisions,  six
of which earned revenues during 1998.                                           

Results of Operations                                                           

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

     Sales for 1998 were  $3,132,001,  an  increase  of  $1,935,832  or 62% from
$1,196,169  in 1997.  The  increase in revenues was  attributable  to the market
launch and acceptance of the Company's BORS Lift units during the Fourth Quarter
of 1998,  as well as sales growth in the TTL  Manufacturing  division,  formerly
Advanced   Micro-Welding,   Inc.   ("AMW"),   and  Brounley   Associates,   Inc.
("Brounley"),  a  wholly-owned  subsidiary  of TTL.  AMW and  Brounley  were two
acquisitions  accounted  for as a pooling of  interest  by TTL during  April and
October 1998, respectively. Since TTL did not commence operations until November
1997,  figures for the year ended  December 31,  1997,  reflect less than a full
year's  transactions  (subsidiaries  accounted  for by the  pooling of  interest
method  reflect the full year's  transactions  for the year ended  December  31,
1997).  The  Company's  third   acquisition,   InterSource   Health  Care,  Inc.
("InterSource"),  was accounted for by the purchase  method of accounting  for a
business combination.  Accordingly,  the accompanying  statements do not reflect
revenues or expenses  related to the  acquisition  prior to the closing  date of
November 30, 1998.                                                              

     Gross profit for 1998 was $1,147,071 or 37% of revenues,  which was up from
$373,799  or 31% of  revenues  for  1997.  The  increase  in gross  profit  as a
percentage  of revenues in 1998 was the result the strong  profit  margin of the
in-house manufactured BORS Lift.                                                

     The  Company's  selling,  general  and  administrative  (SG&A)  expenses of
$3,276,932  were  comprised  of  development  expenses,   salaries,   consulting
services,  and other operating costs in 1998, up from $315,893 during 1997. As a
percentage of revenues, SG&A increased to 105% in 1998 up from 26% in 1997. SG&A
expenses  increased  in 1998 to  support  further  technology  development,  new
product introductions and future business expansion. In 1998, $728,351 or 33% of
SG&A expenses were non-cash  expenses paid for through  capital stock issued for
services to further the Company's technologies.                                 

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     The Company incurred increased  personnel expenses and development costs to
build its infrastructure,  assembling a team of engineers,  scientists and other
professionals,  and prepare its  technologies  for market  applications.  During
1998,  the  Company  completed  its  independent  testing  for  AquaFuel  market
applications  and  scalability  results  including  its  first   production-unit
contract for the Dominican  Republic.  In addition,  the Company completed field
tests of BORS Lifts and began  full-scale  production  placing  100 units in the
field,  developed  applications  for  its  tire  recycling  process  technology,
completed  design for and began  production of Tunnel-Bat  units,  completed the
acquisition of AMW,  Brounley and  InterSource  and furthered  discussions  with
potential acquisition candidates,  as well as candidates for technology licenses
that fit with the Company's business purpose.                                   

     As a result of these  activities,  the Company had a 1998 operating loss of
$2,129,861, a decrease from an operating profit of $57,906 for 1997.            

     Net interest expense for 1998 was $14,373,  up from $664 in 1997.  Interest
expense related to borrowings of wholly-owned subsidiaries prior to acquisition.

Liquidity and Capital Resources                                                 

     Net cash used by operating  activities of $2,422,529  related  primarily to
the  Company's  operating  loss and the  increase  in  accounts  receivable  and
inventories  from BORS lifts sales in the fourth  quarter of 1998.  The Company,
however,  had a net  working  capital  surplus  of  $1,545,580  at year end,  an
increase of $1,331,762  from December 31, 1997. The increase in working  capital
was principally the result of an increase in accounts receivable  resulting from
Fourth Quarter BORS Lift sales and financing  activities through the issuance of
$3.8 million in common stock through private equity  offerings.  At December 31,
1998 the Company had $5,312,840 in assets and $3,360,798 in stockholders' equity
up from $562,054 and $256,484 respectively at December 31, 1997.                

     As of December  31, 1998,  the Company had $49,574  drawn on a $50,000 bank
line  of  credit  for  InterSource  and  $388,237  in  capital  leases  for  TTL
Manufacturing. The Company had no other bank financing or other debt obligations
outstanding other than trade payables,  accrued expenses, and other expenses due
during the normal course of business.                                           

     Through the  acquisitions of AMW,  Brounley and InterSource the Company has
significant production  capabilities available without the requirement for large
plant and equipment capital expenditures.  The InterSource  acquisition added in
excess of $2 million in fair market value of equipment purchased and refurbished
by  InterSource  under its  facility  lease.  The  equipment  remained  from the
facility's former tenant, a large defense  contractor,  and included  computers,
milling  equipment,  lathes,  shelving  and  storage  units,  precision  welding
equipment and other  production  machinery.  InterSource held this equipment for
resale  but  TTL  has  chosen  to  maximize  the  equipment   through   internal
utilization.  This equipment  combined with AMW's,  Brounley's and InterSource's
technical  resources  will  allow  TTL to  fully  utilize  its  development  and
production capabilities 1999.                                                   

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     The Company  has also  completed  agreements  for two  financing  offerings
subsequent to year end for a total of $2,250,000.  The financings are structured
as $1,500,000  subordinated  convertible Note and $750,000 convertible preferred
stock.  The proceeds of the sale of these  offerings  are  available for capital
expenditures  related to  technology  development  costs,  future  acquisitions,
working capital, and general corporate purposes.                                

     The Company believes its existing cash,  together with projected cash flows
from operations and the availability of future equity and/or offerings,  will be
sufficient to meet the Company's cash requirements in 1999.                     

Forward Looking Statements                                                      

     This  Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations contains certain  "forward-looking  statements" as defined
in the Private  Securities  Litigation  Reform Act of 1995.  Such statements are
based on management's  estimates,  assumptions,  and projections.  Major factors
that could cause results to differ  materially from those expected by management
include,  but are not  limited  to: the timing  and nature of  independent  test
results;  the nature of  changes in laws and  regulations  that  govern  various
aspects of the Company's business;  retention and productivity of key employees;
the  availability  of acquisition  candidates and  proprietary  technologies  at
purchase  prices the Company  believes to be a fair market;  the  direction  and
success of competitors; management retention; and unanticipated market changes. 

Year 2000 Compliance                                                            

     The Company has completed a  prelimanary  assessment  concerning  Year 2000
issues and has determined that its  technologies,  manufacturing  factilites and
internal  operatins  will not be  impacted  or  affected.  The  Company  made no
material  expenditures  in 1998 with regard to Year 2000 issues and  anticipates
that  expenditures  in 1999  will have no  material  effect  to its  results  of
operations  and capital  resources.  In addition,  the Company's  stock transfer
agent,  Continental  Stock Transfer % Trust  Company,  has been certified as Y2K
compliant                                                                       

Part F/S

lNDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders                                             
Toups Technology Licensing, lncorporated                                        
(A Development Stage Company)                                                   
Largo, Florida                                                                  

     We have  audied  the  accompanying  consolidated  balance  sheets  of Toups
Technolgy Licensing,  Incorporated and subsidiaries (the Company) as of December
31,  1998 and  1997,  and the  related  consolidated  statemsnf  of  operations,
stockholders'  equity and cash flows for 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 audt also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as weII as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.          

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly, in all material respects, the consolidated financial position of
Toups  Technology  Licensing,  Incorporated  and subsidiaries as of December 31,
1998 and 1997, and the results of their  operations and their cash flows for the
years then ended in conformity with generally accepted accounting principals.   

February 2, 1999                                                                

Harper, Van Scoik & Company, L. L. P.                                           
A WORLDWlDE ORGANIZATION OF ACCOUNTlNG FlRMS AND BUSlNESS ADVlSORS              

TOUPS TECHNOLOGY LICENSING, INC.
AND SUBSIDIARIES

 CONSOLIDATED BALANCE SHEETS
December 31, 1998 and 1997

                                                          1997
                                                     1998   (Note 2)
                                                      ----    --------

ASSETS

Current assets:                                                                 
Cash                                                $772,080    $104,580  
Accounts receivalbe - trade (net of allowance                             
of $74,237 and $5,000, respectively)             1,768,999      88,384
Inventory                                            542,555     237,682  
Prepaid royalties                                     89,000      11,000  
Other current assets                                   2,776         800  
                                               -----------    --------

  Total current assets                           3,175,510     442,446
                                               -----------     -------

Property, plant and equipment:                                                  
Property, plant and equipment                      2,170,072     174,488  
Less:  Accumulated depreciation and amortization     152,159      65,775  
                                                ----------    --------

  Net property, plant and equipment              2,017,913     107,713
                                                ----------    --------

Other assets:                                                                   
Security deposits                                     31,932       5,000  
Related party receivables                             87,485           0  
Other assets                                               -       5,895  
                                                  --------      ------

  Total other assets                               119,417      10,895
                                                 ---------      --------
   Total assets                                  $5,312,840     $562,054
                                                 ==========     ========

See Auditor's Report and accompanying financial statements and Notes thereto

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TOUPS TECHNOLOGY LICENSING, INC.
AND SUBSIDIARIES

 CONSOLIDATED BALANCE SHEETS
December 31, 1998 and 1997

                                                                      1997
                                                               1998   (Note 2)
                                                              ----   -------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities                                                             
  Accounts payable and accrued expenses                   $1,391,826  $109,748
Royalties payable                                           42,843        
  Income taxes payable                                        40,562         -
  Deposits                                                    39,000    73,540
  Current portion of notes payable - stockholder                   -    15,325
  Current poriton of capital lease obligations                66,125    24,324
  Line of credit                                              49,574         -
  Other current liabilities                                        -     5,691
                                                            ------   ---------

    Total current liabilities                              1,629,930   228,628
                                                         -----------   -------

Long-term debt:                                                                 
  Capital lease obligation, net of current portion           322,112    49,452
  Notes payable - stockholder, less current portion                -    27,490
                                                            --------   -------

    Total long-term debt                                     322,112    76,942
                                                           ---------  --------

    Total liabilities                                      1,952,042   305,570
                                                          ----------   -------

Stockholders' equity:                                                           
  Capital stock                                               22,217    10,030
  Additional paid-in capital                               5,484,950   197,237
  Retained earnings (deficit)                             (2,146,369)   49,217
                                                          -----------   ------

    Total stockholders' equity                             3,360,798   256,484
                                                          ----------   -------

    Total liabilities and stockholders' equity            $5,312,840  $562,054
                                                         ===========  ========

See Auditor's Report and accompanying financial statements and Notes thereto

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TOUPS TECHNOLOGY LICENSING, INC.
AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF OPERATIONS
  For the years ended December 31, 1998 and 1997

                                                              1997
                                                  1998        (Note 2)
                                                  ----        --------

Revenue                                              $3,132,001      $1,196,169 

Cost of goods sold                                    1,984,930         822,370 
                                                    -----------     ----------

Gross profit                                           1,147,071        373,799 

General and administrative expenses                    3,276,932        315,893 
                                                      ----------     ---------

Total operating earnings (deficit)                    (2,129,861)        57,906 

Other income (expense):                                                         
Interest income                                            6,861            543 
Interest expense                                         (21,234)       (1,207) 
Other income                                                   -           155  
Other expense                                                  -          (325) 
                                                      -----------     --------

Total other income (expenses)                             (14,373)        (834) 
                                                       ----------    ---------

Earnings (deficit) before income taxes                  (2,144,234)      57,072 

Income taxes                                                43,760        7,971 
                                                        ----------   ---------

Net income (loss)                                      $(2,187,994)    $ 49,101 
                                                      ===========     ========

Weighted average number of                                                      
shares outstanding                                      12,167,182    9,781,751 

Net income (loss) per share                             $    (0.18)   $   0.005 
                                                      ============    ========

See Auditor's Report and accompanying financial statements and Notes thereto

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TOUPS TECHNOLOGY LICENSING, INC.
AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended Decmeber 31, 1998 and 1997

                                                                  1997
                                                         1998     (Note 2)
                                                         ----     --------

Cash flows from operating activities:                                           
  Net income (loss)                                    $(2,187,994)  $  49,101
Adjustments to reconcile net income (loss) to                             
net cash provided (used by operating activities:                      
      (Gain) loss on sale of assets                               -      (155)
      Depreciation and amortization expense                  81,634     21,840
      Bad debt expense                                       76,312      5,000
      Capital stock issued for services                     728,351      8,470
      (Increase) decrease in accounts receivable         (1,656,051)  (11,933)
      (Increase) decrease in inventory                     (291,042)  (54,403)
     (Increase) decrease in other current assets            (1,976)        -
     (Increase) decrease in security deposits              26,932)   (5,000)
      (Increase) decrease prepaid royalties                 (78,000)  (11,000)
      (Increase) decrease in other assets                     5,895    (5,195)
      (Increase) decrease in accounts payable               565,382     56,334
      (Increase) decrease in royalties payable               42,843          -
      (Increase) decrease accrued expenses                  350,218         74
      (Increase) decrease in income taxes payable            40,562          -
      (Increase) decrease in other current liabilities      (71,731)         -
                                                           ---------   -------

      Net cash provided (used) by operating activities    (2,422,529)   53,133

Cash flows from investing activities:                                           
  Acquisition of cash from investing                           3,715         -
  Acquisiton of property, plant and equipment               (507,047) (15,690)
  Proceeds from sale of equipment                                  -       750
 Loans to related party                                     (18,428)       -
 Loans to subsidiary prior to acquisition                  (164,297)       -
                                                           ----------   ------

      Net cash used by investing activities                 (686,057) (14,940)

See Auditor's Report and accompanying financial statements and Notes thereto

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TOUPS TECHNOLOGY LICENSING, INC.
AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended Decmeber 31, 1998 and 1997

                                                                    1997
                                                            1998      (Note 2)
                                                            ----      --------

Cash flows from financing activities:                                           
  Distributions to stockholders                           (7,592)     (41,527)
 Proceeds from the sale of capital stock              3,850,278      100,000
  Principal repayments on notes payable - stockholder    (11,215)      (4,685)
 Proceeds from line of credit                             4,600            -
 Repayments on line of credit                            (4,600)           -
  Principal repayments on capital lease obligations      (55,385)      (4,197)
  Purchase of treasury stock                                   -      (29,000)
                                                         ---------     -------

      Net cash provided by financing activities         3,776,086       20,591
                                                        ----------    --------

Net increase in cash                                       667,500        8,784 

Cash, beginning of year                                    104,580       45,796 
                                                         ---------     -------

Cash, end of year                                         $772,080     $104,580 
                                                         =========    ========

Supplemental Cash Flow Disclosures:                                             
Cash paid for interest                                      $21,234    $  3,110 
Cash paid for income taxes                                 $ 11,967    $  4,481 

See Auditor's Report and accompanying financial statements and Notes thereto

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TOUPS TECHNOLOGY LICENSING, INC.
AND SUBSIDIARIES

CONSOLIATED STATEMENTS OF STOCKHOLDERS' EQUITY
 For the year ended December 31, 1998 and 1997

                        Common    Additional    Retained
             Number      Stock      Paid-In     Earnings
                     Of Shares   (At Par)   Capital      (Deficit)   Total

Balance                                                                         
December 31, 1996                                                               
(Note 2)                1,400,000    $1,400     $97,397      $41,643   $140,440 
Issuance of common                                                              
stock upon                                                                
  inception            8,250,000     8,250           0            0      8,250
Stock Issued for:                                                               
  Services               100,000       100           -            -        100
  Cash                   160,000       160      99,840            -    100,000
  Rent                   120,000       120           -            -        120
Net income  (loss) for                                                          
the year ended                                                            
  December 31, 1997            -         -           -       49,101     49,101
Distributions       to                                                          
  shareholders                 -         -           -      (41,527)  (41,527)
                        --------    ------     -------      --------   -------
Balance,  December 31,                                                          
  1997 (Note 2)       10,030,000    10,030     197,237       49,217    256,484
Stock issued for:                                                               
  Services             5,602,697     5,603     722,748            -    728,351
  Cash                 5,381,361     5,361   3,844,897            -  3,850,278
  Acquisitions         1,203,241     1,203     688,468            -    689,671
Cancellation  of  note                                                          
  payable-stockholder          -         -      31,600            -     31,600
Net income  (loss) for                                                          
the   year    ended                                                       
  December 31, 1998            -         -           -  (2,187,994)(2,187,994)
Distributions       to                                                          
  shareholders                 -         -           -      (7,592)    (7,592)
                         -------    ------      ------   ---------- ----------
Balance,  Decemeber 31,                                                         
  1998                22,217,299   $22,217  $5,484,950 $(2,146,369) $3,360,798
                      ==========   =======  ========== ============ ==========

See Auditor's Report and accompanying financial statements and Notes thereto

TOUPS TECHNOLOGY LICENSING, INCORPORATED
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1997

1.  Summary of Significant Accounting Policies                                  

           Company  - Toups  Technology  Licensing,  Incorporated  (Company),  a
      Florida  Corporation,  was  formed on July 28,  1997,  and  activated  its
      startup  operations on November 1, 1997 to facilitate market  applications
      through the licensing of late-stage  technologies primarily in the energy,
      environmental,  natural  resources and  healthcare  market  segments.  The
      Company  selects  proprietary  products or devices within market  segments
      which  management  perceives  are not  subject to rapid  change and can be
      delivered  to the  marketplace  within a three to six  month  period.  The
      consolidated  financial statements include the accounts of the Company and
      the  following  wholly  owned  subsidiaries.   All  material  intercompany
transactions have been eliminated.                                  

Subsidiary's  Name  Business  Activity            

Advanced  Micro  Welding,  Inc.(AMW)  Advanced  Micro  Welding,  Inc., a Florida
Corporation,  was formed on February 3, 1992. The Company's  primary  operations
consist of custom metal fabrication and micro welding.                          

Brounley  Associates,  Inc.  (Brounley)  Brounley  Associates,  Inc.,  a Florida
Corporation,  was formed on  February  23,  1994.  The Company is engaged in the
design, manufacture and sale of radio frequency (RF) generators.                

InterSource  Healthcare,  Inc.  (InterSource)  InterSource  Healthcare,  Inc., a
Florida  Corporation,  was formed on  November 9, 1996.  The  Company  sells and
refurbishes   medical   equipment,   provides   services  for  medical  facility
development, and sells pharmaceutical products.                                 

     Basis of Accounting - The accompanying  consolidated  financial  statements
are prepared using the accrual basis of accounting where revenues are recognized
when earned and expenses are recognized when incurred.  This basis of accounting
conforms to general accepted accounting principles.                             

1.  Summary of Significant Accounting Policies (Continued)                      

           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.                                                    

           Inventories - Inventories are stated at the lower of cost (determined
      on a first-in,  first-our basis) or market.  Work-in-process  and finished
goods include material, labor and overhead.                         

           Comparability  of  Statements  - Since  Toups  Technology  Licensing,
      Incorporated did not commence  operations until November 1997, amounts for
      the  year  ended  December  31,  1997,  reflect  less  than a full  year's
      transactions  (subsidiaries  accounted  for using the  pooling-of-interest
      method  reflect  the full  year  ending  December  31,  1997)  and are not
directly comparable with 1998 figures.                              

           Advertising - Advertising costs are charged to operations in the year
    incurred and totaled $66,756 and $1,522 for 1998 and 1997, respectively.

           Property,  Plant and Equipment - All property, plant and equipment is
      recorded at cost. Depreciation,  which includes the amortization of assets
      recorded under capital  leases,  is computed on the  straight-line  method
      over the  estimated  useful  lives of the assets.  Repair and  maintenance
      costs which do not  increase  the useful life of the assets are charged to
operations as incurred.                                             

           Allowance  for  Doubtful  Accounts  -  The  Company   establishes  an
      allowance for uncollectible  trade accounts receivable based on historical
      collection  experience and management's  evaluation of  collectibility  of
      outstanding accounts  receivable.  The allowance for doubtful accounts was
$74,237 and $5,000 as of December 31, 1998 and 1997, respectively.  

           Income Taxes - Deferred income taxes are reported using the liability
      method.  Deferred  tax  assets are  recognized  for  deductible  temporary
      differences  and  deferred  tax  liabilities  are  recognized  for taxable
      temporary  differences.  Temporary differences are differences between the
      reported  amounts of assets and liabilities and their tax bases.  Deferred
      tax assets are reduced by a valuation  allowance  when,  in the opinion of
      management,  it is more  likely  than not that some  portion or all of the
      deferred  tax  assets  will  not be  realized.  Deferred  tax  assets  and
      liabilities  are adjusted for the effects of changes in tax laws and rates
on the date of enactment.                                           

           Earnings  (Loss)  per Share -  Earnings  per share  are  computed  by
      dividing net income (loss) by the weighted-average number of shares issued
      and outstanding  during the reporting  period.  Shares issued or purchased
      during the period affect the amount of shares outstanding and are weighted
by the fraction of the period they are outstanding.                 

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2.  Acquisition of Businesses                                                   

Advanced Micro Welding, Inc.                

           On April 1,  1998,  the  Company  acquired  all the  common  stock of
      Advanced Micro  Welding,  Inc. (AMW) in exchange for 500,000 shares of the
      Company's  restricted  common  stock.  AMW is engaged in micro welding and
      custom metal  fabricating.  The  transaction  has been  accounted for as a
      pooling  of  interest  and,   accordingly,   the  consolidated   financial
      statements  for 1998 and 1997 have been  restated to include all  accounts
      and operations of AMW as if the  acquisition had occurred at the beginning
of the year presented.                                              

           Unaudited net sales and net income of the separate  companies for the
period prior to the acquisition were:                               

                                 March 31,
                                                 1998           1997

Net sales:                                                                
 Toups Technology Licensing, Incorporated(1)     $       -0-         $ -0-
  AMW                                               109,154        344,149
                                                  ---------      ---------
                     Total                        $ 109,154       $344,149

Net income (loss):                                                      
   Toups Technology Licensing, Incorporated        $(215,096)      $(40,413)
               AMW                                    7,246         55,785
                                                     --------        ---------
                      Total                        $(207,850)        $15,372

(1)Toups  Technology  Licensing,  Incorporated  was a development  stage company
during all of 1997.                                                   

Brounley Associates, Inc.                                 

           On October 1, 1998,  the  Company  acquired  all the common  stock of
      Brounley Associates, Inc. (Brounley) in exchange for 900,000 shares of the
      Company's  restricted  common  stock.  Brounley  is  engaged in the design
      manufacture and sale of radio frequency  generators  throughout the United
      States and abroad.  The transaction has been accounted for as a pooling of
      interest and, accordingly,  the consolidated financial statements for 1998
      and 1997 have been  restated to include all  accounts  and  operations  of
      Brounley as if the  acquisition  had occurred at the beginning of the year
presented.                                                          

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TOUPS TECHNOLOGY LICENSING, INCORPORATED
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1997

Acquisitions of Businesses (Continued)                                          

           Unaudited net sales and net income of the separate  companies for the
period prior to the acquisition were:                               

                                 September 30,
                                              1998            1997

Net sales:                                                        
Toups Technology Licensing Incorporated                         
   and subsidiary                             $790,667     $ 344,149
  Brounley                                     910,292       852,020
                                                 --------     ----------
                   Total                      $1,700,959    $1,196,169

Net income (loss):                                              
Toups Technology Licensing, Incorporated                      
    and subsidiary                            (1,358,377)     15,372
   Brounley                                      158,427      33,729
                                                 -----------     ---------
                    Total                       $(1,199,950)     $49,101

InterSource Healthcare, Inc.                              

           On November  30,  1998,  the Company  purchased  100% of the stock of
      InterSource Healthcare,  Inc. (InterSource) by issuing 1,203,241 shares of
      restricted  and  unrestricted  common  stock .  InterSource  acquires  and
      refurbishes  used  medical  equipment  for  resale,  sells  pharmaceutical
      products  and  provides  services for medical  facility  development.  The
      Company's 1998 consolidated  results include the operations of InterSource
from the date of acquisition.                                       

           The  acquisition  was  accounted  for  using the  purchase  method of
      accounting.  Accordingly,  the  purchase  price was  allocated  to the net
assets acquired based upon their estimated fair market values.      

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TOUPS TECHNOLOGY LICENSING, INCORPORATED
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1997

Acquisitions of Businesses (Continued)                                          

           The following  unaudited pro forma summary  combines the consolidated
      results of the Company and  InterSource as if the acquisition had occurred
      at the beginning of 1998 and 1997 after giving effect to certain pro forma
      adjustments,  including, among other things, additional depreciation based
      on the fair value of equipment  acquired and the estimated  related income
tax effect.                                                         
                                            1998              1997

In thousands, (unaudited)                         
             Net sales                      $4,134,161      $1,970,559
              Net income (loss)             $(2,213,556)       $(23,547)

           This pro forma financial  information is presented for  informational
      purposes  only and may not be  indicative  of the results of operations as
      they  would have been if the  Company  and  InterSource  had been a single
      entity  during  1998 and 1997,  nor is it  necessarily  indicative  of the
results of operations which may occur in the future.                

Joint Venture                                                                   

           Effective  December 15, 1998,  the Company  entered into an agreement
      with  Compania  DeLuz Y Fuerza De Las  Terrenas,  C. por A.  (Utility),  a
      Dominican  Republic  utility  company,  to form the  joint  venture  "Aqua
      Fuel(a)-Dominicana, SA". The ownership of Aqua Fuel-Dominicana will be 49%
to Toups Technology Licensing, Inc. (TTL) and 51% to the utility.   

           The purpose of Aqua Fuel-Dominicana is the construction and operation
      of an Aqua Fuel(a)  production  facility which,  at a minimum,  is able to
   generate 1.653 gigawatts of electric power during a twenty year period.

           The  agreement  outlines a  three-step  approach to  accomplish  Aqua
      Fuel-Dominica's  purpose,  1) a  feasibility  study  of  an  Aqua  Fuel(a)
      generator  with a  capability  of at least  4,000  CF/hr to run a 1,000 KW
      generator  successfully  and continuously for a period of two weeks and is
      scheduled  to  conclude  no later than  sixty days after the Aqua  Fuel(a)
      generator is installed in the Dominican Republic; 2) immediately after the
      completion of the Feasibility Study, the development of the blueprints and
      design for  construction  of the Aqua Fuel(a)  production  facility  shall
      commence and will be completed  no later than 60 days  thereafter;  and 3)
      the  construction of the plant shall commence  immediately upon receipt of
      the drawings and materials being  available in the Dominican  Republic and
is scheduled for completion within six months.                      

           TTL's  capital  contribution  to  Aqua  Fuel-Dominicana  will  be the
      delivery of the Aqua Fuel(a)  technology  and the equipment as required by
      the agreement,  the Utility is required to fund all other capital needs of
      the joint venture. Additionally, the Utility is to find investors who will
      invest at least  $500,000 in TTL, TTL is to issue 500,000 of its shares to
      the Utility and 2,000,000 shares to the president of Aqua  Fuel-Dominicana
for services during 1999.                                           
4.  Concentration of Credit Risk                                                

           The Company  maintains  cash  deposits with a bank that include funds
      greater than the federally insured limit of $100,000. The cash balances in
      excess of the insured  amounts were $650,765 at December 31, 1998 and $-0-
      at December  31, 1997.  Management  believes the Company is not exposed to
any significant credit risk related to cash.                        

           The Company  grants credit to its customers  during the normal course
      of business and performs  ongoing  credit  evaluations  of its  customers'
      financial condition. The Company maintains allowances for potential credit
      losses. The Company had sales to five customers that totaled approximately
      83% of total sales for the year ended  December  31,  1998.  Additionally,
      three  customers  comprise  approximately  96% of the  December  31,  1998
      accounts  receivable - trade. The owners of the entities that comprise the
three customers are minority shareholders of the Company.           

5.  Inventories                                                                 

           Inventories  as of  December  31,  1998  and  1997  consisted  of the
following:                                                                      

                1998              1997

Raw materials       $455,357           $99,278    
Work-in-process       46,004           131,554    
Finished goods        41,294             6,850    
                 -------            --------
      Total      $542,655           $237,682

6.  Licensing Agreement Commitments                                             

           The  Company  has  entered  into  licensing   agreements  with  three
      licensors.   Amounts  relating  to  these   agreements   recorded  in  the
accompanying consolidated statements are as follows:                
              Year ending December 31,
              1998              1997

Prepaid royalties    $89,000        $11,000       
            =========       ========

Royalties payable  $42,843          $   -0-       
            =======          =======

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6.  Licensing Agreement Commitments (Continued)                                 

           Royalty  expense  for the year ended  December  31, 1998 and 1997 was
      $94,843 and $-0-,  respectively.  In exchange  for the rights  under these
agreements, the Company has committed to pay the following:         

Year ending                                       
1999          $        96,000           
2000                   96,000           
      ----------------
Total    $       192,000    
    ================

           In addition  to the above,  if the  Company  exercised  its option to
renew the licenses it will have future minimum royalties as follows:

Year ending                                       
         2001                             $        200,000
         2002                             $        250,000
         2003                             $        300,000
         2004, and every year thereafter  $        400,000

7.  Property, Plant and Equipment                                               

           Property,  plant and  equipment,  at cost,  and  related  accumulated
      depreciation  and  amortization  as of  December  31,  1998  and  1997 are
summarized as follows:                                              

                                                  1998              1997

           Leasehold improvements              $  96,999          $  -0-
           Office furniture and equipment        119,467           7,594
           Machinery and equipment             1,505,517          88,921
           Equipment under capital leases        448,089          77,973
                                               --------          -------
                                               2,170,072         174,488
Less: Accumulated depreciation                    
                 and amortization                152,159          65,775
                                               --------          -------
                     Total                      $2,017,913        $108,713

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8.  Related Party Transactions                                                  

     The  Company  has  the   following   receivables   from   officers   and/or
stockholders:                                                                   

                            1998              1997
Interest-free demand note - unsecured:                                          
      Shareholders            $85,263            $   -0-
      Officers                  2,222                -0-
                              -------             ------
              Total            $87,485              $  -0-
                               =======            ========
    8% note payable            $    -0-         $   42,815
      Less: Current portion         -0-             15,325

             Long-term portion $   -0-            $ 27,490
                                 ================  ===============

           For the year  ending  December  31,  1998,  the  Company had sales of
      approximately   $1.7  million  to  entities  owned  by  certain   minority
shareholders of the Company.                                        

           The Company paid approximately $22,632 for employee leasing, $102,308
      for  rent,  and  $21,000  for  consulting  fees to  Intersource  prior  to
acquisition.                                                        

9.  Capital Leases                                                            

           The following is an analysis of the equipment under capital leases by
major classes:                                                                  

                                        1998              1997

        Machinery and equipment           $448,089        $ 77,973
        Less: Accumulated depreciation      53,003           2,250
                                          --------        --------
                 Total                   $395,086         $ 75,723
                                       ===========       =========

     Amortization of leased  equipment is included in  depreciation  expense and
totaled  $50,753  and $2,250 for the year  ending  December  31,  1998 and 1997,
respectively.                                                                   

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9.  Capital Leases (Continued)                                                  

     The following is a schedule by years of future minimum lease payments as of
December 31, 1998 and 1997.                                                     

      1998            1997

1998                         $      -           $ 20,503                        
1999                          111,359             20,503                        
2000                          118,403             20,503                        
2001                          115,817             20,503                        
2002                          101,541             10,773                        
2003                           61,549                  -                        

Total minimum lease payments  508,669             92,785                        
Less: Amount                                                                    
representing interest        120,432              19,009                      

Present value of net                                                          
imum lease payments       $ 388,237            $73,776                    
   ===========           =======

           The present value of net minimum lease  payments are reflected in the
balance sheet as:                                                               

                                                     1997         1998

Current portion of capital lease obligations materials   $66,125      $24,324   
Capital lease obligations, net of current portion        322,112       49,452   
                                                    ---------       --------
                                                     $ 388,237      $ 73,776
                                                   ==========        =======

10.  Note Payable - Stockholder                                                 

           The balance reflected on the December 31, 1997 consolidated financial
      statements relates to a note payable with an original principal balance of
      $47,500 and interest rate of 8% to a stockholder  dating back to 1994 when
      Brounley  was formed.  No  payments  were made on this note prior to 1997.
      During 1998,  the note balance of $31,600 was  reclassified  as additional
paid-in capital.                                                    

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TOUPS TECHNOLOGY LICENSING, INCORPORATED
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1997

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11.  Line of Credit                                                             

           InterSource  maintains a $50,000  bank line of credit  with  interest
     payable monthly at bank prime (current 8.75%) plus 2%. At December 31, 1998
     and 1997, the amounts due were $49,574 and $-0-, respectively.  The line of
     credit matures  November 30, 1999. The line is secured by inventory and the
personal guarantee of certain stockholders.                           

12.  Capital Stock                                                              

Common                                                    

           In 1998,  the  Company  amended  its  Articles  of  Incorporation  to
     authorize  50  million  shares of common  stock  with a par value of $0.001
     (one,  one-thousandth  dollar) per share. As of December 31, 1998 and 1997,
     there  were  22,217,299  and  8,630,000   shares  issued  and  outstanding,
     respectively.  Of the 22,217,299  shares issued and outstanding at December
     31, 1998,  6,034,056  shares are  unrestricted  and  16,183,243  shares are
     restricted  as to  the  sale  to  other  parties  pursuant  to  the  resale
     provisions of Sec. Rule 144. Of the 8,630,000 shares issued and outstanding
     at December 31, 1997,  170,000 shares are unrestricted and 8,460,000 shares
     are  restricted  as to the sale to other  parties  pursuant  to the  resale
provisions of SEC Rule 144.                                           

Preferred                                                 

           The  Company  is also  authorized  to  issue  10  million  shares  of
     preferred stock having a par value of $1 per share. There were no preferred
shares issued or outstanding at either December 31, 1998 or 1997.     

13.  Operating Leases                                                           

           The  Company  has  leases  for  buildings  which  are  classified  as
     operating leases.  Total rent expense for all operating leases for 1998 and
1997 was $117,154 and $-0-, respectively.                             

           Future  minimum lease  payments  under the  noncancellable  operating
    leases with initial or remaining terms of one year or more are as follows:

1999         $  291,410                     
2000            263,718                     
2001            276,904                     
2002            265,414                     
___________         
$ 1,097,446         

14.  Income Taxes                                                               

           The Company has  cumulative  net  operating  losses of  approximately
     $2,300,000 and $40,413 at December 31, 1998 and 1997,  respectively,  which
     are expected to provide future tax benefits of  approximately  $782,000 and
     $8,085,  respectively,  for both  Federal and State  purposes.  A valuation
     allowance  for  the  entire  benefit  has  been  recognized  as it  is  not
     reasonable to estimate  when or if the benefit will be realized.  These tax
     benefits expire  beginning in 2012. The income tax expense  recorded in the
     accompanying  financial  statements  represents  income  taxes  payable for
     operations of the companies  acquired for activities  prior to the dates of
merger.                                                               

15.  Noncash Disclosures                                                        

           The following  transactions  were excluded from the statement of cash
flows because they were not cash transactions.                        

     . At inception the Company issued 8,250,000 shares to its organizers. These
shares of stock were recorded at a total of $8,250.                             

     . In addition to the  commitments  described  in the  "licensing  agreement
commitment" note. In 1997, the Company issued 165,000 shares of restricted stock
to the licensors of the Company's three technologies. These shares were recorded
at a total of $165.                                                             

     . In 1997,  the  Company  issued  125,000  shares  of  restricted  stock to
consultants and employees. These shares were recorded at $125.                  

     . In 1997, the Company  issued  120,000 shares of restricted  stock for the
use of operating facilities for one year. These shares of stock were recorded at
$120.                                                                           

     . In 1998,  the Company  acquired  assets of $369,846  under  capital lease
agreements.                                                                     

     . In 1998,  a  shareholder  note  payable for $31,600 was  reclassified  as
additional paid-in capital.                                                     

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15.  Noncash Disclosures (Continued)                                            

 .    In 1998, the Company issued  1,203,241  shares of restricted stock for the
acquisition of InterSouce Healthcare, Inc.                            

           Assets acquired          $1,301,521
          Liabilities acquired        $611,850

 .   In 1998, the Company issued 5,602,697 shares of restricted common stock for
services. These shares were recorded at a total of $728,351.          

 .    In 1998,  the Company  issued  900,000  shares of restricted stock for the
acquisition of Brounley Associates, Inc.                              

            Assets acquired             $358,887
           Liabilities acquired          $99,670

 .    In 1998,  the Company  issued  500,000  shares of restricted stock for the
acquisition of Advanced Micro Welding, Inc.                           

            Assets acquired             $301,834
           Liabilities acquired         $214,544

16.  Contingencies                                                              

           The Company is periodically involved in legal actions and claims that
     arise in the normal  course of  operations.  Management  believes  that the
     ultimate  resolution  of any such actions will not have a material  adverse
effect on the Company's financial position.                           

           The year  2000 is  expected  to  create  computer  problems  for many
     organizations  because some computers and their programs only recognize the
     last two digits in the year.  For example,  the year 1998 is  recognized as
     98. When the year 2000 arrives some  computers may not process  information
     accurately  or may shut down.  Management  is in the process of  evaluating
     their  systems to  correct  any  problems  which may be created by the year
     2000. The Company plans to have all their vital internal systems  compliant
     before the year 2000  arrives.  However,  it is not possible to insure that
outside entities will be 2000 compliant.                              

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17.  Commitments                                                                

           The  Company  has  entered  into  an  agreement  to  have   equipment
     manufactured for a cost of $500,000.  At December 31, 1998, the first phase
     of the  equipment  is complete  and $72,100 has been  recorded in property,
plant and equipment.                                                  

18.  Subsequent Events                                                          

     In January 1999,  the Company  entered into a lease  agreement that will be
accounted for as a capital  lease.  The  equipment  has a cost of $341,200.  The
lease calls for an initial payment of $34,120 followed by sixty monthly payments
of $6,323.                                                                      

     In January 1999,  the Company  issued  25,000  shares of restricted  common
stock at a price of $1.00 per share.                                            

     On February 17,  1999,  the Company  sold  $750,000 of Series  1999-A Eight
Percent  (8%)  convertible  notes due  January  1,  2002.  Under the  securities
purchase  agreement,  the investor will purchase another $750,000 in convertible
notes within 30 days after the Company files a Registration Statement or at such
time as the parties mutually agree.                                             

     The notes can be  converted  to common stock of the company at a conversion
price  (the  "Conversion  Price")  for each share of common  stock  equal to the
lesser of (x) one hundred percent (100%) of the lowest of the closing bid prices
for the Common Stock for the five (5) trading  days  immediately  preceding  the
Closing Date (defined as the date of this Note);  or (y) eighty percent (80%) of
the lowest of the  closing  bid  prices  for the  Common  Stock for the five (5)
trading  days  immediately  preceding  the  Conversion  Date as  reported on the
National Association of Securities Dealers OTC Bulletin Board Market.           

     Additionally,  the investor was issued a warrant to purchase  75,000 shares
of the Company's stock at $2.3375 per share through February 17, 2002.          

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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 
AND FINANCIAL DISCLOSURE

The Company has never had any disagreement with its accountants.      

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS.                                      

     Article III of the Company's  by-laws  provide for the  indemnification  of
directors,  in that Directors of the Company shall not be personally  liable for
monetary  damages to the Company or any other  person for any  statement,  vote,
decision  or failure to act,  regarding  corporate  management  or policy,  by a
director,  unless  the  director  breached  or failed to  perform  his duties as
director.                                                                       

     Article VI of the  Company's  by-laws  provide for the  indemnification  of
officers, directors, employee and agents of the Company. Such indemnification is
available to any person who was or is a party to any  proceeding  (other than an
action  by, or in the right of, the  Company),  by reason of the fact that he or
she is or was a director, officer, employee or agent of the Company or is or was
serving at the request of the Company.                                          

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted  to  directors,  officers  and  controlling
persons of the small  business  issuer  pursuant to the foregoing  provisions or
otherwise, the small business issuer has been advised that in the opinion of the
Securities  and  Exchange  Commission  such  indemnification  is against  public
policy, as expressed in the Act and is, therefore, unenforceable.               

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION                                     

                   Registration fees             $           3,231
                   Transfer agents' fees         $           1,500
                                                             -----
                   Total                         $           4,731
                                                             =====

RECENT SALES OF UNREGISTERED SECURITIES                                         

   The Company issued "unregistered" securities to various persons and firms
as specified  below and all such  securities  were  acquired  directly  from the
Company in transactions not involving any public  offering.  All such securities
may only be resold upon compliance with Rule 144, adopted under the Act of 1933.
All securities  were sold in reliance upon Section 4(2) of the Securities Act of
1933. All purchasers were either  "accredited" or sophisticated.  All purchasers
executed  a  Subscription  Agreement  indicating  they have such  knowledge  and
experience  in  financial  and  business  matters  that,  either alone or with a
purchasers  representative,  they are capable of evaluating the merits and risks
of the investment. All purchasers were provided with access to information about
the Company.                                                                    

     Further,   throughout  these   transactions   specified  in  the  following
discussions,  the Company  relied on Section 4(2) of the Act of 1933, as amended
and all purchasers  executed a Subscription  Agreement  indicating (i) they meet
the definition of "Accredited  Investor" as that term is specified in Regulation
D, Rule 502, and; (ii) they have such  knowledge and experience in financial and
business  matters  that either alone or with a  purchasers  representative,  are
capable of evaluating the merits and risks of the investment.                   

     During November 1998 through March, 1999, the Company completed an offering
of its  unregistered  common shares in the manner and on reliance of the various
Sections  of the  Act of  1933  cited  above  to 43  accredited  investors.  The
unregistered  common shares were offered and sold at the rate of $1.00 per share
for an aggregate of  $1,747,500  in proceeds to the Company The Company  further
agreed to  conduct a  registration  of the  shares  sold in the above  described
private offering and all persons participating therein are included as a part of
the registration to which this Prospectus is intended. The Company's offering is
now closed.                                                                     

     During November, the Company issued 1,203,241 unregistered common shares in
exchange for 100% of the issued and  outstanding  capital  stock of  InterSource
Health Care,  Inc. The Company  agreed to  registered  225,000 of the  1,203,241
unregistered shares issued in connection with the acquisition of InterSource.   

     During November through December,  the Company issued 838,000  unregistered
common shares to either engage consultants or had fees come due from consultants
that had  previously  been engaged to include  Michael McBee 5,000 shares;  Mark
Trinske  10,000  shares;  Steven Ungar 250,834  shares;  Mike  O'Malley  248,333
shares; Richh Limited Partnership 263,333 shares;  Michael Finley 50,000 shares;
Eugene Malove 10,000 shares, and; Daniel B. Crossman 500 shares.                

     During November and December, 1998, the Company issued 150,500 unregistered
shares to employees including David DeCara 90,000; John Rogers 10,000;  Michelle
Goldstein 20,000;  Ronald Moore 15,000;  Rebecca Bonner 3,500; Rick Gabel 6,000,
and; Cheryl McDermitt 6,000.                                                    

     The Augustine Notes. On February 17, 1999, the Company executed a series of
agreements with Augustine Capital Group  ("Augustine")  relating to the purchase
by Augustine of $1,500,000 of TTL's Series 1999-A Eight Percent (8%)  Covertible
Notes (the  "Notes")  and the  issuance  of  Warrants  and  registration  rights
relating thereto. On that same date,  Augustine delivered $750,000 to TTL and is
obligated to deliver a second $750,000 30 days following the registration of the
shares underlying the Notes. There were no brokers,  promoters,  underwriters or
similar persons  associated with this transaction.  Closing fees of $10,000 were
paid (i) to Augustine  counsel and (ii) third party counsel whom acted as Escrow
Agent.  A more  detailed  summary  of  the  Series  1999-A  Eight  Percent  (8%)
Convertible Note due January 1, 2002 and the warrants and  registrations  rights
provided in connection therewith immediately follows                            

     The Shaar  Preferred.  On March 30, 1999, the Company  executed a series of
agreements  and amended its articles of  incorporation  in order to complete the
placement  of $750,000 of its Series A 7%  Preferred  Stock with The Shaar Fund.
Under the terms of the Series A Preferred  Stock, the holder may convert at 105%
of the closing price (the "Closing  Price" was fixed at $2.10 on March 30, 1999)
anytime up to 90 days after  issuance;  85% of the closing price anytime between
91 days and 119 days following closing; 80% of the closing price anytime between
120 and 149 days following closing, or; 75% anytime after 150 days following the
closing date. The Company also issued 93,750  warrants  exercisable at $2.40 per
share in  connection  with the  sale of  Preferred  Stock  and  granted  certain
registration rights. The Company paid a finders fee of 8% or $60,000 plus 50,000
Warrants  allowing for the purchase of the  Company's  securities at 120% of the
closing bid price at time of exercise. A more detailed summary of the Series A -
7%  Convertible  Preferred  Stock  and the  warrants  and  registrations  rights
provided in connection therewith immediately follows this section.              

Series 1999-A Eight Percent (8%) Convertible Note due January 1, 2002           

     The  Company  shall repay to  Augustine  the  principal  sum of $750,000 on
January 1, 2002 (Maturity Date) and interest on the principal sum outstanding at
the rate of 8% per  annum  due  quarterly  in  arrears  on March  31,  June 30 ,
September 30 and December 31 of each year during the term of the Note. The first
such  interest  payment is due June 30, 1999.  The Notes may be  exchangable  in
amounts of $50,000  or  greater.  Conversions  of the Note must be  effected  in
increments of at least $10,000 of principal amount.                             

     Augustine  may convert  the face amount of the Note at any time  commencing
the earlier of (i) the date the  Registration  Statement  relating to the shares
underlying  the Note becomes  effective,  or; (ii) the date which is ninety (90)
days after February 17, 1999 (date of Note).  Accordingly,  the Conversion  date
would be approximately May 17, 1999.                                            

     The per share price at which  Augustine  may convert the Note is the lesser
of:  (i) 100% of the  lowest  closing  bid price per share  during the five days
preceeding  the Closing Date (this price per share has been fixed at $1.78125 (1
& 25/32) per share.  Accordingly,  should  Augustine  select  method (i) for the
conversion  rate of their  principal  amount,  they would be entitled to 421,053
Toups Technology common shares); or (ii) 80% of the lowest closing bid price per
share during the five days preceeding the conversion date.                      

     The Company  may,  at its option,  redeem the Note at any time in an amount
equal to 125% of the face  amount  of the  portion  of the Note  remaining  plus
interest at the time of such redemption.                                        

     In keeping  with the intent of the  parties,  the  Company  shall  register
421,053 common shares relating to the first closing and 421,053 common shares in
anticipation  of the second  closing.  At this  time,  the  estimated  number of
registered  common  shares  necessary  for the full  conversion of the principal
amount of the notes is 842,106 common shares.                                   

Warrants in connection with the Augustine Notes                                 

     As a part of  sale  the  Augustine  Notes,  the  Company  provided  125,000
Warrants  wherein each such Warrant  entitles the holder thereof to purchase the
Company's  common  stock at the rate of 110% of the  closing  bid  price for the
Common  Stock  on the  date of such  Closing  (the  closing  bid  price  for the
Company's  common  shares on  February  17,  1999 was  $2.00.  Accordingly,  the
exercise price for the Warrants relating to the first Closing is $2.20 per share
making the full exercise price of the 125,000  Warrants  delivered in connection
with the first Closing $275,000).                                               

Registration Rights  in connection with the Augustine Notes                     

     As a  part  of  its  Augustine  agreements,  the  Company  granted  certain
registration  rights  which,  in  effect,  require  TTL  to  amend  its  current
pre-effective SB-2 Registration  Statement to include the total estimated number
of shares available for conversion of the Notes and exercise of the Warrants.   

Series A 7% Convertible Preferred Stock                                         

On March 30, 1999,  the Company  executed a series of agreements and amended its
articles of  incorporation in order to complete the placement of $750,000 of its
Series A 7% Preferred Stock with The Shaar Fund. Under the terms of the Series A
Preferred  Stock, the holder may convert at 105% of the closing price anytime up
to 90 days after issuance;  85% of the closing price anytime between 91 days and
119 days following closing; 80% of the closing price anytime between 120 and 149
days  following  closing,  or; 75% anytime after 150 days  following the closing
date.                                                                           

     The Company also issued 93,750  warrants  exercisable at $2.40 per share in
connection  with the sale of Preferred  Stock and granted  certain  registration
rights.  The Company  paid a finders fee of 8% or $60,000  plus 50,000  Warrants
allowing for the purchase of the Company's securities at 120% of the closing bid
price at time of exercise.                                                      

Warrants issued in connection with the Series A 7% Convertible Preferred Stock  

     As a part of the sale of its Series A 7% Convertible  Preferred  Stock, the
Company also issued  93,750  Warrants  providing the holder the right to acquire
the  Company's  common stock at a price equal to 120% of the market price on the
closing date.  The Warrants may be exercised  anytime up through March 30, 2004.
The exercise price of the warrants  issued in connection with the sale of Series
A 7% Convertible  Preferred  Shares is $2.40 per share. As a further part of the
sale of the  Series  A 7%  Convertible  Preferred  Shares,  the  Company  50,000
warrants as a part of a finders fee. The finder's  warrants are identical in all
respects  to the  warrants  issued to the holder of the Series A 7%  Convertible
Preferred Shares.                                                               

     Registration  rights  in  connection  with  the  Series  A  7%  Convertible
Preferred Stock                                                                 

As a part of its Shaar Fund agreements, the Company granted certain registration
rights which,  in effect,  require TTL to amend its current  pre-effective  SB-2
Registration Statement to include the total estimated number of shares available
for  conversion  of the Preferred  Stock and exercise of the Warrants  including
those Warrants issued to the finder.                                            

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EXHIBITS                                                                        

Table of Exhibits                                                  Page No.     

The following  Exhibits are  incorporated  by reference  from  previously  filed
material:                                                                       

EX-3.(i)          Articles of Incorporation                                     

EX-3.(ii)         By-laws                                                       

EX-5.(i)        Opinion re: legality                                            

EX-5.(ii)       Opinion re: legality                                            

EX-10.(i)       BPV License Agreement (BP Valves)                               

EX-10.(ii)      WAFT License Agreement (AquaFuel)                               

EX-10.(iii)     BORS Lift Manufacturing License Agreement                       

EX-10.(iv)      AMW Acquisition Agreement                                       

EX-10((v)       Amended BORS Lift License Agreement                             

EX-10(vi)       Magnetion(a) License Agreement                                  

EX-10(vii)      Tunnel Bat License Agreement                                    

EX-10(viii)     Exchange of Share Agreement, re:  Brounley Engineering          

EX-10(ix)       Exchange of Share Agreement, re:  InterSource Health Care, Inc. 

EX-10(x)        Joint Venture Agreement by and between Toups Technology and Luz 
y Fuerza Utility                                

EX-20           AquaFuel Certification Report                                   

The following exhibit is included herein and made a part hereof.                

EX-23           Auditor's Consent                                               

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UNDERTAKINGS                                                                    

The undersigned registrant hereby undertakes that it will:                      

(1)    File,  during  any  period  in which it  offers  or sells  securities,  a
post-effective amendment to this registration statement to:       

     (i)  Include any prospectus  required by Section 10(a)(3) of the Securities
Act;                                                        

     (ii) Reflect in the prospectus any facts or events which,  individually  or
          together,  represent a fundamental  change in the  information  in the
          registration  statement;   and  notwithstanding  the  foregoing,   any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus filed with the Commission  pursuant to Rule 424(b),  if, in
          the aggregate,  the changes in the volume and price  represent no more
          than a 20% change in the maximum aggregate offering price set forth in
          the   "Calculation  of  Registration   Fee"  table  in  the  effective
registration statement.                                     

     (iii)Include any additional or changed material  information on the plan of
distribution.                                               

(2)    For   determining   liability   under  the  Securities  Act,  treat  each
       post-effective   amendment  as  a  new  registration   statement  of  the
       securities offered, and the offering of the securities at that time to be
the initial bona fide offering.                                   

(3)    File a  post-effective  amendment to remove from  registration any of the
securities that remain unsold at the end of the offering.         

(4)    Insofar as indemnification  for liabilities  arising under the Securities
       Act of 1933 (the  "Act") may be  permitted  to  directors,  officers  and
       controlling persons of the Company pursuant to the foregoing  provisions,
       or  otherwise,  the company has been  advised  that in the opinion of the
       Securities and Exchange Commission such indemnification is against public
       policy as expressed in the Act and is, therefore,  unenforceable.  In the
       event that a claim for  indemnification  against such liabilities  (other
       than the payment by the  undersigned  of  expenses  incurred or paid by a
       director,  officer  or  controlling  person  of  the  undersigned  in the
       successful defense of any action, suit or proceeding) is asserted by such
       director, officer or controlling person in connection with the securities
       being  registered,  the  undersigned  will,  unless in the opinion of its
       counsel the matter has been settled by controlling precedent, submit to a
       court   of   appropriate   jurisdiction   the   question   whether   such
       indemnification  by it is  against  public  policy  as  expressed  in the
       Securities  Act and will be  governed by the final  adjudication  of such
issue.                                                            

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SIGNATURES                                                                      

Toups Technology Licensing, Inc.
 (Registrant).
______________________
Leon H. Toups,
President and Chief Executive Officer 
By (Signature and Title)

     In accordance  with the  requirements  of the Securities Act of 1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates stated.                                             

 S/S LEON H. TOUPS
 (Signature)

 President and Chief Executive Officer
 (Title)

(Date):  April 28, 1999                                                         

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SB-2/A’ Filing		Date		First		Last			Other Filings
		3/30/04		34
		2/17/02		33
		1/1/02		33		34
		3/26/00		5
		3/22/00		5					8-K/A
		11/30/99		31
		9/18/99		5
		6/30/99		34					10QSB,  NT 10-Q
		5/17/99		34					NT 10-Q
Filed on:		5/3/99
		4/28/99		1		37
		4/5/99		5
		3/30/99		34
		2/19/99		5
		2/17/99		33		34
		2/2/99		18
		1/26/99		5
		1/19/99		5					PRE 14A
		1/11/99		1		5			PRE 14A
		1/8/99		5
		1/1/99		5
		12/31/98		3		33			10KSB,  10KSB/A,  5,  8-K/A,  DEF 14A
		12/30/98		11					8-K
		12/18/98		6
		12/16/98		5		7
		12/15/98		26
		12/9/98		5
		11/30/98		9		25
		11/25/98		5
		10/1/98		24
		9/30/98		6					10QSB,  8-K
		8/20/98		5
		7/1/98		7
		6/16/98		5		11			10QSB
		4/29/98		6
		4/20/98		7
		4/1/98		24
		1/15/98		5
		1/5/98		5
		12/31/97		3		31
		12/2/97		7
		11/1/97		11		23
		7/28/97		3		23
		12/31/96		16		23
		11/9/96		23
		7/25/95		7
		5/23/95		5
		2/23/94		23
		11/3/92		5
		2/3/92		23
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