EC POWER INC, SB-2, 2000-11-01

EC POWER INC
SB-2, 2000-11-01

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<PAGE>
As filed with the Securities and Exchange Commission on November 1, 2000.
Registration No. 333-_____
===========================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT
UNDER
SECURITIES ACT OF 1933

EC POWER, INC.
-------------------------------------------------------
(Exact name of Registrant as specified on its Charter)

Delaware 3621 91-1962385
------------------------------- ------------- ------------------
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classi- Identification
fication Code Number)
Number)

236 West 27th Street, 3rd Floor, New York, New York 10001
(212) 399-6688
------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)

Michel L. Morin
EC Power, Inc.
236 West 27th Street, 3rd Floor
New York, New York 10001
(212) 399-6688
------------------------------------
(Name, address, including zip code, and telephone number of
agent for service of process)

Copies to:
David H. Drennen, Esq.
Neuman & Drennen, LLC
5445 DTC Parkway, PH-4
Englewood, Colorado 80111
(303) 221-4700
Fax: (303) 488-3454

Approximate date of commencement of proposed sale to public:
As soon as practicable after the effective date of the Registration Statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ X ]

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(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

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

<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Calculation of Registration Fee

Proposed Proposed
Title of Each Amount Maximum Maximum Amount of
Class of Securities To be Offering Price Aggregate Registration
To be Registered Registered Per Share Offering Price(1) Fee
---------------------------- ------------- --------------------------
<S> <C> <C> <C> <C>

Common Stock,
$.001 par
value to be sold
by the Company 2,000,000 $2.00 $ 4,000,000 $1,056.00

Common Stock,
$.001 par
value to be sold
by the Selling
Shareholders 10,175,537 $2.00 $20,351,074 $5,372.68
---------- ----- ---------- ---------

TOTAL: 12,175,537 $2.00 $24,351,074 $6,428,68
========= ===== ========== =========

</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

<PAGE>
<PAGE>
EC POWER, INC.

Cross-Reference Index

Item No. and Heading Location
In Form SB-2 in Prospectus
Registration Statement -------------
----------------------

1. Forepart of the Registration Forepart of Registration Statement
Statement and Outside Front and Outside Front Cover Page of
Cover Page of Prospectus Prospectus

2. Inside Front and Outside Back Inside Front and Outside Back Cover
Cover Pages of Prospectus Pages of Prospectus

3. Summary and Risk Factors Prospectus Summary; Risk Factors

4. Use of Proceeds Use of Proceeds; Risk Factors

5. Determination of Offering Price Front Cover Page

6. Dilution Dilution; Risk Factors

7. Selling Securityholders Selling Shareholders and Plan of
Distribution

8. Plan of Distribution The Offering

9. Legal Proceedings Business - Legal Proceedings

10. Directors, Executive Officers, Management
Promoters and Controlling Persons

11. Security Ownership of Certain Principal Stockholders
Beneficial Owners and Management

12. Description of Securities Description of Securities

13. Interest of Named Experts and Legal Matters; Experts
Counsel

14. Disclosure of SEC Position on Management - Directors
Indemnification for Securities Liability; Indenmification
Act Liabilities

<PAGE>
<PAGE>
15. Organization Within Last Five The Company; Our Background
Years

16. Description of Business Prospectus Summary; Risk Factors;
Business

17. Management's Discussion and Management's Discussion and Analysis
Analysis or Plan of Operation of Financial Condition and Results of
Operations; Financial Statements;
Business

18. Description of Property Business

19. Certain Relationships and Related Certain Transactions
Transactions

20. Market for Common Equity and Certain Market Information
Related Stockholder Matters

21. Executive Compensation Management - Executive Compensation

22. Financial Statements Financial Statements

23. Changes in and Disagreements with *
Accountants on Accounting and
Financial Disclosure

* Omitted from Prospectus because Item is inapplicable or answer is in the
negative

<PAGE>
<PAGE>
The information in this prospectus is not complete and may be changed. The
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer of sale is not permitted.

SUBJECT TO COMPLETION, DATED _____________, 2000

Prospectus

EC POWER INC.

2,000,000 Shares of Common Stock

The Company-

* EC Power Inc.
236 West 27th Street
New York, New York 10001

* We are a leading designer and developer of electricity generation
systems utilizing proton exchange membrane (PEM) fuel cells and of
advanced battery systems to store electricity.

* To date, there has been no public market for our common stock, and
despite the anticipated listing of our common stock on the over-the-
counter market, we can give no assurance that an active market will
develop in the future.

The Offering-

* We are offering up to 2,000,000 shares of common stock at an
offering price of $___ per share.

* We plan to offer the shares of common stock through our officers and
directors. We do not plan to use underwriters or pay any
commissions.

At the same time that this offering will begin, an additional ______
shares of common stock will be offered for sale by certain selling
shareholders.

Investing in our common stock involves a high
degree of risk. You should read the "Risk
Factors" beginning on Page__.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities or determined if this
prospectus is truthful or complete. It is illegal for any person to tell you
otherwise.

The date of this prospectus is __________, 2000

<PAGE>
<PAGE>
Prospectus Summary

This summary highlights important information about our business and about the
offerings. Because it is a summary, it does not contain all the information
you should consider before investing in our common stock. Please read the
entire prospectus.

About Our Company

Please note that throughout this prospectus the words "we", "our" or "us"
refers to EC Power Inc. and its wholly owned French subsidiary, Sorapec S.A.,
and not to any of the selling shareholders.

We conduct our operations primarily through our French subsidiary,
Sorapec S.A., which was founded in 1974. We are a Delaware corporation.

We are engaged in the development and manufacture of Proton Exchange
Membrane (PEM) fuel cells and bi-polar Nickel-Zinc batteries using proprietary
technology. During the past 25 years we have undertaken over 300 research
contracts with corporate accounts such as Renault, Peugeot, Autosil, EDF (the
French state-owned utility), CEA (Commissariat d'Energie Atomique- the French
Atomic Energy Authority), DGA (the French Armament Agency) and others. During
the past ten years, we have intensified our R&D work in PEM fuel cells and we
currently have 3 ongoing contracts supported by the French government. We are
also presently working with Peugeot Motocycles (France), PML Flightlink (UK),
Citelec (Belgium), and the University of Brussels to develop an electric
scooter to be powered by our new Nickel-Zinc battery. To date, our existing
shareholders in the aggregate have invested $2.5 million in cash and in-kind
contributions since 1998 and we estimate that over $20 million have been
invested in our technology since inception.

Our principal executive offices are currently located in New York, New
York, at 236 West 27th Street. Our telephone number at that address is (212)
399-6688 and our facsimile number is (212) 399-6693. In addition to our
corporate office, we maintain an office and a manufacturing facility in
Fontenay-sous-Bois, France, a suburb of Paris. Our telephone number in
France is 01- 48-77-49-59 and our facsimile number is 01-48-77-05-31.

<PAGE>
<PAGE> About The Offering

We are offering for sale up to 2,000,000 shares of our common stock at a
price of $.___ per share. We are offering the shares through our officers and
directors and will not be using the services of an underwriter. We will not
be paying any commissions on any sales of common stock in our offering.

Common stock offered 2,000,000 shares

Common stock to be outstanding
after this offering 12,175,537 shares (1)

Use of proceeds To establish a pilot plant; to repay
indebtedness, for working capital purposes;
and for general corporate purposes.

Term of offering The offering will begin on the date of this
prospectus and will end 90 days from the
date of this prospectus, unless all
2,000,000 shares of common stock are sold
sooner.

(1) Based on 8,061,351 shares outstanding on June 30, 2000, and an additional
2,114,186 shares issued subsequent to that date. Assumes all 2,000,000 shares
offered are sold. Does not include (a) 2,589,815 shares issuable upon
conversion of preferred stock; (b) 2,058,903 shares issuable upon exercise of
warrants having an average exercise price of $.25 per share; or (c) 555,180
shares issuable upon exercise of options having an average exercise price of
$.24 per share.

<PAGE>
<PAGE>
Summary Financial Data (not checked)

The following financial information summarizes the more complete historical
financial information enclosed in this prospectus. You should read the
information below along with all other financial information and analysis in
this prospectus. Please do not assume that the results below indicate results
we will achieve in the future.

June 30 December 31
------- -----------
2000 1999 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Statements of Operations Data:

Sales revenue $187,965 $257,194 $454,888 $539,036
Gross profit 73,613 117,082 258,414 417,073
Loss from operations 484,413 330,605 (862,564) (927,019)
Net (loss) (449,650) (332,915) (860,139) (1,013,327)
Basic and diluted loss per
share $ (.06) $ (.08) $ (.20) $ (.29)
Basic and diluted weighted
average common shares 6,635,849 3,513,319 4,306,760 3,513,310

</TABLE>

June 30, 2000
--------------
Balance Sheet Data: Actual As Adjusted (1) December 31, 1999
------ ---------------- --------------------
<S> <C> <C> <C>
Cash and cash equivalents $ 15,990 $ $ 56,039
Working capital (deficit) (474,137) (552,553)
Property and equipment,
net 62,978 62,978 80,387
Total assets 788,471 888,383
Current liabilities 982,026 1,137,814
Stockholders' equity
(deficit) $(204,082) $ $ (249,431)

(1) Adjusted to reflect net proceeds of $____ from our assumed sale in this
offering of 2,000,000 shares at the offering price of $___ per Share.

<PAGE>
<PAGE>
Risk Factors

An investment in our common stock is speculative and involves a high degree of
risk. Please carefully consider the following risk factors, as well as the
possibility of the loss of your entire investment in our securities, before
deciding to invest in our common stock.

Risks Relating to our Business

General Risks

Our independent auditors have raised substantial doubt about our ability to
continue as a going concern.

We are currently transitioning from a research and development company
that has been primarily dependent on government and industry contracts to a
company focusing on commercial products. For the past several years we have
operated under protection of the French bankruptcy laws, and we have not
achieved profitability since our fiscal year ended December 31, 1996. We
expect to continue to incur net losses until we can produce sufficient
revenues to cover our costs. As of June 30, 2000, we had an accumulated
deficit of $2,596,014 and a working capital deficit of $474,137. We expect to
continue to incur net losses at least through fiscal year 2002 and these
losses may be substantial. To implement our business strategy, we will have
to incur a high level of fixed operating expenses and we will continue to
incur considerable research and development expenses and capital expenditures.
Accordingly, if we are unable to generate substantial revenues and positive
cash flows we will not achieve profitability. Even if we do achieve
profitability, we may not be able to sustain or increase our profitability on
a quarterly or annual basis.

Our ability to generate future revenues will depend on a number of
factors, many of which are beyond our control. These factors include the rate
of market acceptance of our products, regulatory developments, and general
economic trends. Due to these factors, we cannot anticipate with any degree
of certainty what our revenues, if any, will be in future periods. You have
limited historical financial data and operating results with which to evaluate
our business and our prospects. As a result, you should consider our
prospects in light of the early stage of our business in a new and rapidly
evolving market.

Our independent auditors have included in their audit report an
explanatory paragraph that states that our continuing losses from operations
raises substantial doubt about our ability to continue as a going concern.
See "Management's Discussion and Analysis of Financial Condition and Results
of Operations" for a further explanation of our financial problems.

We will be dependent on the proceeds of this offering. We will also need
additional capital.

We are dependent on and intend to use virtually all of the net proceeds
of the offering for working capital and to complete a pilot plant to
manufacture fuel cell stacks. We estimate that we will need approximately
$600,000 to provide our working capital and business development needs for the
next twelve months; and an additional $1,000,000 $1,200,000 to build the pilot
plant and upgrade our laboratory facilities. However, there is no minimum
amount that must be raised in this offering to enable us to retain investors'
subscriptions. The proceeds received from this offering may not be sufficient
to enable us to proceed with our business plan. We also owe in excess of
$849,582 in short term debt to various persons, including vendors, our
officers and directors, and other related parties. It is possible that the
first use of the proceeds of this offering will be needed to pay some of those
creditors, since we have no other assured source of funds. We do not have any
commitments for any other funds outside this offering, and there can be no
assurance that additional funds will be available on acceptable terms, if at
all. We do not have any agreements with those creditors, including our
officers and directors, concerning payment of those liabilities, and if we are
unable to continue in business, we would be required to pay those obligations
before any payment could be made to any shareholder, including investors in
this offering. Investors should be aware that there is a substantial risk
that they could lose the full amount of their investment in this Company.

We may be unable to raise additional capital to complete our product
development and commercialization plans.

Our product development and commercialization schedule could be delayed
if we are unable to fund our research and development activities or the
development of our manufacturing capabilities. If at least $1,900,000 is
received from this offering, we expect that the net proceeds and all other
existing sources of capital will be sufficient to fund our activities for the
next twelve months. Future capital requirements are dependent upon many
factors, including, but not limited to, the amount used to fund demonstration
projects and field trials, the level of government funding provided to us, the
rate at which we expand production volume capabilities, and our investment in
research and development. In addition to the proceeds from this offering and
expected government funding, we believe it is likely that we will need
additional funding to expand our manufacturing capabilities to the level where
volume efficiencies can be achieved consistent with our plans to fully
commercialize our products. Some of our potential strategic business partners
have indicated interest in investing in us. However, additional financing may
not be available and, if available, it may not be available on terms favorable
to our stockholders or us. If additional funds are raised through the
issuance of equity securities, the percentage ownership of our then current
stockholders will be reduced. If adequate funds are not available to satisfy
either short or long-term capital requirements, we may be required to limit
operations in a manner inconsistent with our commercialization plans.

We have had no product sales. We may not be able to manufacture or
commercialize our products in a cost-effective manner.

To date, we have derived revenues principally from research and
development contracts. We have not made any sales of fuel cells or batteries
except for sales of Membrane-Electrode Assemblies and battery prototypes in
limited numbers. We may not be able to produce or commercialize any of our
products in a cost-effective manner, and, if produced, we may not be able to
successfully market these products.

Our product and technology development efforts are subject to
unanticipated and significant delays, expenses and technical or other
problems. Our success will depend upon our products and technologies meeting
acceptable cost and performance criteria, and upon their timely introduction
into the marketplace. None of our proposed products and technologies may ever
be successfully developed, and even if developed, they may not actually
perform as designed. Failure to develop or significant delays in the
development of our products and technology would have a material adverse
effect on our ability to sell our products and generate sufficient cash to
achieve profitability.

If we are able to create a market for our products, we will need to
expand our manufacturing facilities. Locating and establishing new
manufacturing facilities will place significant demands on our managerial,
technical, financial and other resources. We will be required to make
significant investments in our engineering and logistics systems, financial
and management information systems and to retain, motivate and effectively
manage our employees. There can be no assurance that our management skills
and systems currently in place will enable us to implement our strategy or
enable us to attract and retain skilled management and production personnel.
Our failure to manage our growth effectively or to implement our strategy
would have a material adverse effect on our ability to produce products and
meet our contractual obligations.

We do not have the manufacturing experience to handle large commercial
requirements. We may not be able to develop manufacturing technologies and
processes and expand our plant facilities to the point where they are capable
of satisfying large commercial orders. Development and expansion of these
technologies and processes require extensive lead times and the commitment of
significant financial, engineering and human resources. We may not
successfully develop the required manufacturing technologies and processes.

Even if we are successful in achieving our planned increases in
production capacity, we cannot be sure that we will do so in time to meet our
product commercialization schedule or to satisfy the requirements of our
customers. We cannot be sure that we will be able to develop efficient, low-
cost manufacturing capabilities and processes that will enable us to meet our
cost goals and profitability projections. Our failure to develop
manufacturing capabilities and processes, or meet our cost goals, could have a
material adverse effect on our business, prospects, results of operations, and
financial condition.

Our future success will depend on our ability to attract and retain qualified
management and technical personnel.

Our future success is substantially dependent on the continued services
and the performance of our executive officers and other key management,
engineering, scientific, and operating personnel. The loss of the services of
any executive officer or other key management, engineering, scientific, and
operating personnel could materially adversely affect our business. Our
ability to achieve our development and commercialization plans will also
depend on our ability to attract and retain additional qualified management
and technical personnel. Recruiting personnel for the industries in which we
compete is highly competitive. We do not know whether we will be able to
attract or retain additional qualified personnel. Our inability to attract
and retain additional qualified personnel, or the departure of key employees,
could materially adversely affect our development and commercialization plans
and, therefore, our business, prospects, results of operations, and financial
condition.

We rely on our joint venture partners.

We intend to enter into joint venture arrangements in the future to
commercialize our battery and fuel cell technologies. We anticipate that
future joint ventures may be with foreign partners or entities and as a result
such ventures may be subject to the political climate and economies of the
foreign countries where such partners reside. We can provide no assurance
that our joint venture partners will provide us with the support anticipated
by us, or that any of the joint ventures will be successful in developing
batteries or fuel cells for use with their intended products, or that any of
the joint ventures will be successful in manufacturing and marketing their
batteries or fuel cells for such products once developed. Certain provisions
of the joint venture agreements for the benefit of the Company may be subject
to restrictions in foreign laws that limit our ability to enforce such
contractual provisions. Failure of these joint ventures to be successful
could have a material adverse effect on our business and prospects.

We may become subject to risks inherent in international operations including
currency exchange rate fluctuations and tariff regulations.

We conduct all of our operations primarily through our French subsidiary,
Sorapec S.A. Accordingly, we will be subject to the risks associated with
fluctuations in currency exchange rates. We do not intend to enter into any
hedging or other similar agreements or arrangements to protect us against any
of these currency risks. We also may be subject to tariff regulations and
requirements for export licenses, particularly with respect to the export of
certain technologies, unexpected changes in regulatory requirements, longer
accounts receivable requirements and collections, difficulties in managing
international operations, potentially adverse tax consequences, restrictions
on repatriation of earnings and the burdens of complying with a wide variety
of foreign laws.

Our principal stockholders, executive officers, and directors have substantial
control over our affairs and you will not be able to influence the outcome of
any of our important transactions.

After consummation of this offering, executive officers, and directors
will have the power to, in the aggregate, direct the vote of approximately 36%
of our voting securities. Therefore, these persons will have the power to
influence our business policies and affairs and determine the outcome of any
matter submitted to a vote of our stockholders, including mergers, sales of
substantially all of our assets, and changes in control.

Risk Related to Our Fuel Cell Business

A mass market for fuel cell systems may never develop or may take longer to
develop than we anticipate.

Fuel cell systems represent an emerging market, and we do not know
whether end-users will want to use them. If a mass market fails to develop or
develops more slowly than we anticipate, we may be unable to recover the
losses we will have incurred to develop our product and may be unable to
achieve profitability. The development of a mass market for our systems may
be impacted by many factors which are out of our control, including:

* the cost competitiveness of fuel cell systems;
* the future costs of hydrogen used by our systems;
* consumer reluctance to try a new product;
* consumer perceptions of our systems' safety;
* regulatory requirements; and
* the emergence of newer, more competitive technologies and products.

If a sufficient market fails to develop or develops more slowly than we
anticipate, we may be unable to recover the losses we will have incurred and
will continue to incur in the development of our products and may never
achieve profitability.

Our government research and development contracts are critical to the
implementation of our commercialization plans.

Our revenues have been principally derived from research and development
agreements with various French governmental agencies and corporations. These
agreements will continue to be critical to the continued development and
commercialization of our technology and our products. This risk is mitigated
by the fact that we have enjoyed long-standing relationships with these
government agencies and corporations such as the French automakers, and that
the French government is committed to support the development of fuel cells.

We are dependent on third party suppliers for the development and supply of
the balance-of-plant for our fuel cell products.

We do not know when or whether we will be able to formalize relationships
with suppliers of required components and subsystems for our fuel cell
systems, or whether such relationships will be on terms that will allow us to
achieve our objectives. Our business, prospects, results of operations, or
financial condition could be harmed if we fail to secure relationships with
entities that will supply the required components for our systems.

Once we establish relationships with third party suppliers, we will rely
on them to provide components for our fuel cell systems. A supplier's failure
to develop and supply components in a timely manner, or to supply components
that meet our quality, quantity or cost requirements, or our inability to
obtain substitute sources of these components on a timely basis or on terms
acceptable to us, could harm our ability to manufacture our fuel cell systems.
In addition, to the extent the processes that our suppliers use to manufacture
components are proprietary, we may be unable to obtain comparable components
from alternative suppliers.

We may not be able to sell our fuel cell systems if they are not compatible
with the products of third-party manufacturers or our potential customers.

Our success will depend upon our ability to make our fuel cell products
compatible with the products of third-party manufacturers. In addition, our
mobile and portable fuel cell products will be successful only if our
potential customers redesign or modify their existing products to fully
incorporate our products and technologies. Our failure to make our products
and technologies compatible with the products of third-party manufacturers or
the failure of potential customers to redesign or make necessary modifications
to their existing products to accommodate our products would cause our
products to be significantly less attractive to customers.

We May Be Unable To Compete Successfully In A Highly Competitive Market.

The development and marketing of fuel cells and fuel cell systems is
extremely competitive. In many cases, we compete directly with alternative
energy and entrenched power-generation and power storage technologies. In
addition, a number of firms throughout the world have established PEM fuel
cell development programs although in Europe, particularly in the French
market, we believe our competition in the core technology of fuel cells is
limited. Globally, competitors range from development stage companies to
major domestic and international companies, many of which have

* substantially greater financial, technical, marketing and human
resource capabilities;
* established relationships with original equipment manufacturers;
* name-brand recognition; and
* established positions in the markets that we have targeted for
penetration.

These or other companies may succeed in developing and bringing to market
products or technologies that are more cost-effective than those being
developed by us, or that would render our products and technology obsolete or
non-competitive in the marketplace.

We may not be able to protect important intellectual property.

PEM fuel cell technology was first developed in the 1950s and we do not
believe we can achieve a significant proprietary position on the basic
technologies used in fuel cell systems. However, our ability to compete
effectively against other fuel cell companies will depend, in part, on our
ability to protect our proprietary technology, systems designs and
manufacturing processes. We do not know whether any of our pending patent
applications will issue or, in the case of patents issued or to be issued,
that the claims allowed are or will be sufficiently broad to protect our
technology or processes. Even if all our patent applications are issued and
are sufficiently broad, they may be challenged or invalidated. We could incur
substantial costs in prosecuting or defending patent infringement suits.
While we have attempted to safeguard and maintain our proprietary rights, we
do not know whether we have been or will be completely successful in doing so.

Further, our competitors may independently develop or patent technologies
or processes that are substantially equivalent or superior to ours. If we are
found to be infringing third party patents, we do not know whether we will be
able to obtain licenses to use such patents on acceptable terms, if at all.
Failure to obtain needed licenses could delay or prevent the development,
manufacture, or sale of our fuel cell systems.

We rely, in part, on contractual provisions to protect our trade secrets
and proprietary knowledge. These agreements may be breached, and we may not
have adequate remedies for any breach. Our trade secrets may also be known
without breach of such agreements or may be independently developed by
competitors. Our inability to maintain the proprietary nature of our
technology and processes could allow our competitors to limit or eliminate any
competitive advantages we may have, thereby harming our business prospects.
See "Business--Proprietary Rights".

Risks Related to Our Battery Business

Acceptance of our proposed battery system is uncertain.

Because vehicles powered by internal combustion engines cause pollution,
public pressure has begun to result in legislative and other mandates in
Europe and Asia, and enacted or pending legislation in the United States and
Asia, to promote or mandate the use of vehicles, including two-wheel vehicles
in Asia, with no tailpipe emissions ("zero emission vehicles") or reduced
tailpipe emissions ("low emission vehicles"). We believe that in order to
create a significant commercial market for electric vehicles in Europe and
Asia it will be necessary for such public pressure to continue. In addition,
we believe that in the United States government initiatives are important
factors in creating an electric vehicle market. There can be no assurance
that such public pressure will continue or that further legislation or other
governmental initiatives will be enacted, or that current legislation will not
be repealed, amended or have its implementation delayed, as has recently been
the case in California, or that a different form of zero emission or low
emission vehicle, or other solutions to the problem of containing emissions
created by internal combustion engines, will not be invented, developed and
produced, and achieve greater market acceptance than electric vehicles. The
lack of a significant market for electric vehicles could have a material
adverse effect on our ability to commercialize our technology. Even if a
significant market for electric vehicles develops, there can be no assurance
that our technology will be commercially competitive within such a market.

Our business is very competitive.

The primary and rechargeable battery industry is characterized by intense
competition with a large number of companies offering or seeking to develop
technology and products similar to ours. We will be subject to competition
from manufacturers of traditional rechargeable batteries, such as nickel
cadmium batteries, from manufacturers of rechargeable batteries with advanced
technologies, such as nickel metal hydride, lithium-ion liquid electrolyte and
lithium-metal solid-polymer batteries, as well as from companies engaged in
the development of batteries incorporating new technologies. We will also
compete with large and small manufacturers of alkaline, lithium, carbon-zinc,
seawater, high rate, and primary batteries. There can be no assurance that
the we will be successful in competing with these manufacturers, many of which
have substantially greater financial, technical, manufacturing, distribution,
marketing, sales and other resources. A number of companies with resources
substantially greater than ours are pursuing the development of a wide variety
of battery technologies, including Ni-Zn batteries, which are expected to
compete with our technology. If other companies successfully market their
batteries prior to our introduction of products, there may be a material
adverse effect on our business, financial condition, and results of
operations.

Our products may be subject to technological obsolescence.

The market for our products, as well as the products that may utilize our
batteries and technology, is characterized by changing technology and evolving
industry standards, often resulting in product obsolescence or short product
lifecycles. Although we believe that competition in the Nickel-Zinc battery
arena is very limited at this time, and we believe that our batteries will be
comprised of state-of-the-art technology, there can be no assurance that
competitors will not develop technologies or products that would render our
technology and products obsolete or less marketable.

Our success will dependent in part on the success of original equipment
manufacturers who use our products.

A substantial portion of our battery business will depend upon the
success of products sold by original equipment manufacturers ("OEMs") that may
use our batteries. For example, one factor determining the quantity of
purchase orders we may receive from a scooter manufacturer in the future is
the success of that company's electric scooter. Therefore, our success in
being able to sell or license our products will be substantially dependent
upon the acceptance and marketability of the OEMs' products in the
marketplace. We will be subject to many risks beyond our control that will
influence the success or failure of a particular product manufactured by an
OEM, including among others, competition faced by the OEM in its particular
industry; market acceptance of the OEM's product; the engineering, sales and
marketing and management capabilities of the OEM; technical challenges
unrelated to our technology or problems faced by the OEM in developing its
products; and the financial and other resources of the OEM.

Price increases for raw materials may adversely affect our profitability.

The principal raw materials for the production of our battery products
are nickel and zinc. Prices for both nickel and zinc are subject to market
forces beyond our control. Our future profitability may be materially
adversely affected by increased nickel and/or zinc prices to the extent we are
unable to pass on higher raw material costs to its customers. However, to
offset such costs, we may engage in forward purchases and hedging transactions
to effectively manage raw material costs and inventory relative to anticipated
production requirements for the succeeding six to twelve months.

We will be dependent on proprietary technologies.

We believe that our success will be dependent both on the legal
protection that our patents and other proprietary rights may or will afford
and on the knowledge, ability, experience, and technological expertise of our
employees. We claim proprietary rights in various unpatented technologies,
know how, trade secrets and trademarks relating to our products and
manufacturing processes. There can be no assurance as to the degree of
protection these various claims may or will afford, or that the our
competitors will not independently develop or patent technologies that are
substantially equivalent or superior to our technology. It is our policy to
protect our proprietary rights in our products and operations through
contractual obligations, including nondisclosure agreements with customers,
consultants, licensees, and strategic partners. There can be no assurance as
to the degree of protection these contractual measures may or will afford.
There can be no assurance (i) that patents will be issued from any pending
applications, or that the claims allowed under any patents will be
sufficiently broad to protect our technology, (ii) that any patents issued to
us will not be challenged, invalidated or circumvented, or (iii) as to the
degree or adequacy of protection any patents or patent applications may or
will afford. If we are found to be infringing third party patents, we cannot
assure that we will be able to obtain licenses with respect to such patents on
acceptable terms, if at all. Our failure to obtain necessary licenses could
result in delays in product shipment or the introduction of new products, and
costly attempts to design around such patents could foreclose the development,
manufacture, or sale of our products.

We must meet the demands of environmental and other regulatory compliance.

National, state and local regulations impose various environmental
controls on the manufacture, storage, use, and disposal of batteries and/or of
certain chemicals used in the manufacture of batteries. Although we believe
that our operations are in substantial compliance with current environmental
regulations and that there are no environmental conditions that will require
material expenditures for clean-up at its present or former facilities or at
facilities to which we have sent waste for disposal, there can be no assurance
that conditions relating to our historical operations which require
expenditures for clean-up will not be discovered in the future or that changes
in environmental laws and regulations will not impose costly compliance
requirements on us or otherwise subject us to future liabilities. There can be
no assurance that additional or modified regulations relating to the
manufacture, transportation, storage, use and disposal of materials used to
manufacture our batteries or restricting disposal of batteries will not be
imposed or as to the effect such regulations may have on our customers or us.

<PAGE>
<PAGE>
Forward-Looking Statements

In General

This prospectus contains statements that plan for or anticipate the
future. Forward-looking statements include statements about the future of the
battery and fuel cell industries, statements about our future business plans
and strategies, and most other statements that are not historical in nature.
In this prospectus, forward-looking statements are generally identified by the
words "anticipate," "plan," "believe," "expect," "estimate," and the like. We
have based these statements on our current expectations and projections about
future events. These forward-looking statements are not guarantees of future
performance and are subject to risks and uncertainties that could cause actual
results to differ materially from those projected in these statements. These
risks and uncertainties include those set forth under "Risk Factors." For
example, a few of the uncertainties that could affect the accuracy of forward-
looking statements, besides the specific factors identified above in the Risk
Factors section of this prospectus, include:

- the development and commercialization schedule for our fuel cell
technology and products;

- future funding under government research and development contracts;

- the expected cost competitiveness of our fuel cell technology and
products;

- our intellectual property;

- the timing and availability of our products;

- our business strategy; and

- general economic conditions in our target markets.

In light of the significant uncertainties inherent in the forward-looking
statements made in this prospectus, particularly in view of our early stage of
operations, the inclusion of this information should not be regarded as a
representation by us or any other person that our objectives and plans will be
achieved.

Except for our ongoing obligations to disclose material information under
the federal securities laws, we are not obligated to publicly update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties and assumptions,
the forward-looking events discussed or incorporated by reference in this
prospectus might not occur.

No "Safe Harbor"

The Private Securities Litigation Reform Act of 1995, which provides a
"safe harbor" for similar statements by existing public companies, does not
apply to our offerings.

<PAGE>
<PAGE>
Use Of Proceeds

Since we are conducting this offering as a direct public offering through
our officers and directors without a minimum investment requirement, we cannot
accurately predict the amount, if any, of net proceeds that we may receive
from the sale of our shares. If the maximum of 2,000,000 shares is sold at
the public offering price of $__ per share, we will receive gross proceeds of
$___. Assuming our estimated offering expenses to be $100,000, we would
estimate our net proceeds from the maximum offering to be approximately
$_____. Actual proceeds realized by us from the offering could be
substantially less than that amount.

Since we cannot accurately predict the amount of net proceeds that we will
receive from the offering, the following sets forth our anticipated uses of
the funds in a decreasing order of priority:

* The first $1,000,000 in proceeds will be used to complete the
pilot plant to manufacture fuel cell stacks.

* The next $200,000 in proceeds will be used to pay some of our
creditors, to the extent necessary to avoid disruption of our operations,
including remaining obligations to Sorapec's creditors under a plan of
reorganization.

* To the extent proceeds are available, we will use approximately
$600,000 in proceeds for general corporate purposes, including working
capital, funds for operations, and overhead expenses, both in France and in
the United States.

* To the extent proceeds are available, we will use approximately
$200,000 in proceeds for upgrading and improving our lab facilities.

There is no minimum funding requirement. All funds received from
the offering will be placed immediately into our general operating account and
used according to the priorities set forth above.

At June 30, 2000 we had approximately $575,841 of accounts payable and
accrued expenses due to vendors and others that have provided us with products
and services in the past. In addition, we owe persons who are executive
officers, directors, and principal shareholders, $183,735. While we will try
to use the proceeds of the offering, if and to the extent they are received,
to continue the development of our business products, it may become necessary
for us to divert some of those funds to the repayment of our creditors. We
may be required to repay some of our unrelated vendors out of offering
proceeds in order to avoid threat of litigation or discontinuation of their
service.

The amounts set forth above represent our best estimate for the use of
the net proceeds of this offering in light of current circumstances. However,
actual expenditures could vary considerably depending upon many factors,
including, without limitation, changes in economic conditions, unanticipated
complications, delays and expenses, or problems relating to the development of
additional products and/or market acceptance for our products and services.
Any reallocation of the net proceeds of the offering will be made at the
discretion of our Board of Directors but will be in furtherance of our
strategy to achieve growth and profitable operations through the development
of our products and commencement of our marketing efforts. Our working
capital requirements are a function of our future growth and expansion,
neither of which can be predicted with any reasonable degree of certainty. We
may need to seek funds through loans or other financing arrangements in the
future, and there can be no assurance that we will be able to make these
arrangements in the future should the need arise.

Pending our use of the net proceeds of the offering, the funds will be
invested temporarily in certificates of deposit, short-term government
securities, or similar investments. Any income from these short-term
investments will be used for working capital.

Dividend Policy

We have not declared or paid cash dividends on our common stock in the
preceding two fiscal years. We currently intend to retain all future
earnings, if any, to fund the operation of our business, and, therefore, do
not anticipate paying dividends in the foreseeable future. Our Board of
Directors will determine whether any cash dividends will be declared in the
future.

<PAGE>
<PAGE>
Capitalization

The following table sets forth our capitalization as of June 30, 2000 (i)
on an actual basis and (ii) as adjusted to give effect to the estimated net
proceeds from the sale of the shares of common stock we are offering as part
of our offering. The net proceeds reflect estimated offering costs of
approximately $100,000. This section should be read in conjunction with the
consolidated financial statements and related notes contained elsewhere in
this prospectus.

</TABLE>
<TABLE>
<CAPTION>
As of June 30, 2000
-------------------
As
Actual Adjusted(1)(2)
------ --------------
<S> <C> <C>
Stockholders' Equity:
Preferred Stock, $.001 par value,
50,000,000 shares authorized;
2,589,815 issued and outstanding
at June 30, 2000. $ 25,899 $
Common Stock, $.001 par value,
100,000,000 shares authorized;
8,061,352 shares issued and
outstanding at June 30, 2000 8,061
Capital in excess of par value 2,310,542
Accumulated deficit (2,596,014)
Stockholders deficit $ (204,082) $

</TABLE>

(1) Does not include warrants to purchase 1,671,196 shares of common stock at
an average exercise price of $.25 per share; or options to purchase
555,180 shares of common stock at an average exercise price of $.24 per
share.

<PAGE>
<PAGE>
Dilution

At June 30, 2000, we had a historical net tangible book value of
$(204,082) or ($.03) per share based upon 8,061,352 shares of common stock
outstanding. Net tangible book value per share is determined by dividing the
number of outstanding shares of common stock into our net book value, meaning
total assets less total liabilities, and then subtracting capitalized offering
costs. If we sell all 2,000,000 shares of common stock that we are offering,
of which there is no assurance, after deducting $100,000 of estimated offering
expenses, the adjusted net tangible book value as of June 30, 2000, would have
been $____ or $____ per share of common stock. This represents an immediate
increase in net tangible book value of $__ per share to current stockholders
and an immediate dilution of $___ per share, or ___%, to you as an investor in
our offering. To the extent fewer shares are sold in the offering, the
dilution to investors will be greater. The following table illustrates the
per share dilution, assuming all 2,000,000 shares are sold in our offering:

Assumed public offering price per share of
common stock $

Net book value per share of common stock
before offering ($.03)

Increase per share of common stock
attributable to new investors .___
------

Adjusted net book value per share of common
stock after offering .___
------

Dilution of net book value per share of
common stock to new investors $____
======
Dilution per share of common stock as a
percentage of offering price %
======

</TABLE>

These numbers do not include (a) 2,614,083 shares of common stock which
we may issue under presently outstanding options and warrants; (b) 2,589,815
shares of common stock that we may issue upon exercise of preferred stock that
is presently outstanding; or (c) 1,000,000 shares of common stock that may be
issued upon exercise of options which may be granted under our Equity
Incentive Plan.
<PAGE>
The following table sets forth, as of the date of this
offering, the number of shares of common stock purchased, assuming for this
purpose that the shares of preferred stock have been converted, the percentage
of total consideration paid, and the average price per share paid by (i) our
existing shareholders and (ii) investors purchasing shares of Common Stock in
this offering, before deducting estimated offering expenses we are responsible
for paying.

<TABLE>
<CAPTION>
Average
Shares Purchased Total Consideration Price
Number Percent Amount PercentPer Share
------ ------- ------ ----------------
<S> <C> <C> <C> <C> <C>
Existing
Shareholders 10,651,165 84.2% $2,344,502 % $ .22
New Investors 2,000,000 15.8% _________ % $_____

Total 12,651,165 100.0% $ 100.0% $ .__
========== ====== ========= ====== ======

</TABLE>

<PAGE>
<PAGE>
Certain Market Information

There currently exists no public trading market for our common stock. We
do not intend to develop a public trading market until our offering has
terminated. There can be no assurance that a public trading market will
develop at that time or be sustained in the future. Without an active public
trading market, you may not be able to liquidate your investment without
considerable delay, if at all. If a market does develop, the price for our
securities may be highly volatile and may bear no relationship to our actual
financial condition or results of operations. Factors we discuss in this
prospectus, including the many risks associated with an investment in us, may
have a significant impact on the market price of our common stock. Also,
because of the relatively low price of our common stock, many brokerage firms
may not effect transactions in the common stock.

In addition, it is likely that our common stock will be subject to rules
adopted by the Commission regulating broker dealer practices in connection
with transactions in "penny stocks." Those disclosure rules applicable to
penny stocks require a broker dealer, prior to a transaction in a penny stock
not otherwise exempt from the rules, to deliver a standardized list disclosure
document prepared by the Commission. That disclosure document advises an
investor that investment in penny stocks can be very risky and that the
investor's salesperson or broker is not an impartial advisor but rather paid
to sell the shares. The disclosure contains further warnings for the investor
to exercise caution in connection with an investment in penny stocks, to
independently investigate the security, as well as the salesperson with whom
the investor is working and to understand the risky nature of an investment in
this security. The broker dealer must also provide the customer with certain
other information and must make a special written determination that the penny
stock is a suitable investment for the purchaser and receive the purchaser's
written agreement to the transaction. Further, the rules require that,
following the proposed transaction, the broker provide the customer with
monthly account statements containing market information about the prices of
the securities.

<PAGE>
<PAGE>
Selected Financial Information

Set forth below is our selected financial data as of and for our fiscal
years ended December 31, 2000, and 1999 and as of and for the six-month
periods ended June 30, 2000, and 1999. This financial information is derived
from our consolidated financial statements and related notes included
elsewhere in this prospectus and is qualified by reference to these
consolidated financial statements and the related notes thereto.

June 30 December 31
------- -----------
2000 1999 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Statements of Operations Data:

Sales revenue $187,965 $257,194 $454,888 $539,036
Gross profit 73,613 117,082 258,414 417,073
Loss from operations 484,413 330,605 (862,564) (927,019)
Net (loss) (449,650) (332,915) (860,139) (1,013,327)
Basic and diluted loss per
share $ (.07) $ (.09) $ (.20) $ (.29)
Basic and diluted weighted
average common shares 6,635,849 3,513,319 4,306,760 3,513,319

</TABLE>

<PAGE>
<PAGE>
Management's Discussion And Analysis Of Financial Condition
And Results Of Operations

The following discussion should be read in conjunction with our financial
statements, the notes to those financial statements and other financial
information appearing elsewhere in this prospectus. In addition to historical
information, the following discussion and other parts of this prospectus
contain forward-looking statements that reflect our plans, estimates,
intentions, expectations, and beliefs. Our actual results could differ
materially from those discussed in the forward-looking statements. Factors
that could cause or contribute to such differences include, but are not
limited to, those set forth in the "Risk Factors" section and contained
elsewhere in this prospectus.

EC Power, Inc. was incorporated in Delaware on March 25, 1999. On March
29, 1999, we acquired all of the membership interests of EC Power LLC for an
exchange of stock. In April 1999 we merged with Neft Acquisitions, Inc., a
shell corporation having no assets or operations. We became the surviving
entity.

In late 1997, the shareholders of Sorapec S.A. agreed to issue and sell
to the founders of EC Power LLC 35,000 new shares representing a 90% interest
in Sorapec. For accounting purposes, that transaction has been treated as an
acquisition of EC Power Inc. by Sorapec and as a recapitalization of Sorapec.
The historical financial statements prior to January 1, 1998, are those of
Sorapec, giving effect to the acquisition as if the acquisition took place on
January 1, 1997. In March 2000, we purchased additional shares of Sorapec and
converted loans to Sorapec into Sorapec shares, which increased our ownership
in Sorapec to 94%.

Overview

We are engaged in the development and manufacture of Proton Exchange
Membrane (PEM) fuel cells and bi-polar Ni-Zn batteries through our French
subsidiary, Sorapec S.A. The technology has been developed over a period of
years by Sorapec, which is considered a European leader in applied research
and development in electrochemistry. During the past twenty-five years,
Sorapec has been a party to over 100 patents and has undertaken over 300
research contracts for corporate accounts and government agencies such as
Renault, Peugeot, Autosil, EDF (the French state-owned utility), CEA
(Commissariat d'Energie Atomique- the French Atomic Energy Authority), DGA
(the French Armament Agency), and others.

In the PEM fuel cell arena, we will initially manufacture PEM fuel cell
stacks for applications requiring portable power supply up to 2 kW to 5kW. A
number of such applications have been identified in the oil & gas, military,
back-up power, and outdoors recreation markets. Because of the large variety
of end uses, we will focus on stack development and production, while our
customers will provide related "balance of plant" as part of the total end use
product package. Once commercial sales are being realized in the mid-range
portable power markets, we plan to increase the size of our stacks to address
the stationary and vehicle markets with larger power requirements.

We are also involved in the development of an advanced battery system
because we believe that some applications are more likely to be powered by
batteries than other power sources, at least in the foreseeable future. We
further believe that Ni-Zn, the technology that we are developing, has the
potential to completely displace Nickel-Cadmium (Ni-Cd) batteries in large
markets such as scooters, bicycles, cordless power tools, and other
applications requiring small, high-performance, rechargeable batteries. Our
immediate focus is to develop such a battery system for an electric scooter
program pursued with Peugeot Motocycles (France), PML Flightlink (UK), Citelec
(Belgium), and the University of Brussels in a 50% cost-share contract awarded
by the EU.

EC Power was formed to acquire a controlling interest in Sorapec S.A. and
further the development of Sorapec's advanced technology in fuel cells and Ni-
Zn batteries. To date, our existing stockholders in the aggregate have
invested $2.1 million in cash and $435,000 in in-kind contributions (services
paid in shares). Since inception, we have devoted substantially all of our
resources toward the development of our PEM fuel cell and Ni-Zn battery
systems.

We are a product development company and expect to bring our first
commercial products to market in the 2002 to 2003 time frame. Through
December 31, 1999, we derived most of our revenues from French and EU
government research and development contracts. Substantially all of these
government contracts relate to PEM fuel cell and Ni-Zn battery research and
development, and the technology developed under these contracts is directly
applicable to our product development goals.

Since inception, we have raised capital through the issuance of equity,
formed co-development alliances, and entered into several consortium
arrangements with potential OEM customers and contractors with specialized
expertise and capabilities to support the execution of our business plan. We
expect to manufacture our first PEM fuel cell stack prototypes and Ni-Zn
battery prototypes by the end of 2000. We also expect to start setting up our
pilot plant in early 2001 and have pre-production manufacturing capabilities
by late 2001. We do not expect significant product sales until 2003.

From inception through June 30, 2000, we incurred losses of $2,596,014.
We expect to continue to incur losses as we expand our product development and
commercialization program and prepare for the commencement of manufacturing
operations. We expect that losses will fluctuate from quarter to quarter and
that such fluctuations may be substantial as a result of, among other factors,
the number of systems we produce and supply for internal and external testing,
the related service requirements necessary to monitor those systems and
potential design changes required as a result of tests. There can be no
assurance that we will manufacture or sell fuel cell and/or battery systems
successfully or ever achieve or sustain product revenues or profitability.

Results of Operations

Comparison of the Twelve Months Ended December 31, 1998 and December 31, 1999

REVENUES. Through December 31, 1999, our revenues were derived mostly
from cost reimbursement government contracts relating to the research and
development of PEM fuel cell and Ni-Zn battery technology. These contracts
provide for the partial recovery of direct and indirect costs from the
specified government agency, generally requiring us to absorb from 25% to 50%
of contract costs incurred. Contract revenues decreased from $539,036 for the
twelve months ended December 31, 1998 to $454,888 for the twelve months ended
December 31, 1999. As of December 31, 1999, we had 3 ongoing government
contracts that we expect will produce approximately $ 235,000 in contract
revenue over the 2000-2001 period. In 2000, we secured 3 new additional
contracts that we expect will produce approximately $ 330,000 in additional
contract revenue over the 2000-2001 period.

We expect to continue to pursue government contracts that relate to the
further development and commercialization of PEM fuel cells and Ni-Zn
batteries. As of December 31, 1999, we had 5 outstanding proposals, 2 of
which came to grant in the second quarter of 2000, a EU program (electric
scooter code-named "Praze") in April 2000, and a French PEM membrane
development program. The 3 other proposals are to the French ministry of
industry; they have successfully passed the technical review stage
("labelises"). We expect several of these proposals will result in contracts
by the third quarter of 2000 or early in 2001. One of these contracts
concerns the construction of our PEM fuel cell pilot plant for which the
French government is expected to provide 40% financing with a long-term,
interest-free loan whose principal reimbursement is conditioned upon reaching
profitability. The other contracts, if awarded, are cost reimbursement
contracts in which the specific government agency will reimburse us for 50% of
the costs we incur. As a result, we will report a loss on these contracts.
We expect to continue to incur losses on future government contracts awarded
while developing proprietary information that we expect will enhance our
ability to commercialize our PEM fuel cell and Ni-Zn battery systems.

We expect to produce our first 2 self-funded fuel cell stack prototypes
in late 2000. Additional prototypes will be produced in 2000 that will
incorporate our new collector design. Our consortium partners will integrate
these stacks in complete systems for their respective applications. They will
be expected to participate in field trials and evaluations designed to test
system performance, market conditions and customer preferences, including
usage patterns, fuel availability, buying criteria, and regulatory matters.
We intend to use this data to achieve optimal product design and speed
commercialization and mass-market acceptance.

COST OF REVENUES. Cost of contract revenues includes compensation and
benefits for the engineering and related support staff, fees paid to outside
suppliers for subcontracted components and services, fees paid to consultants
for services provided, materials and supplies used and other general overhead
costs directly allocable to specific government contracts. Cost of contract
revenue was $121,963 for the twelve months ended December 31, 1998 as compared
to $196,474 for the twelve months ended December 31, 1999. This relative
increase is largely attributable to a distortion between the revenue
recognition method (total contract value prorated by elapsed time) and the
recording of expenses as incurred.

We expect most of our OEM prototype customers will be willing to pay a
premium for early system testing and evaluation. However, the cost to produce
our prototype systems is likely to be higher than their sales price. We
expect to continue to experience costs in excess of product sales until we
achieve higher production levels, which we do not expect will occur until
after 2004.

RESEARCH AND DEVELOPMENT. Research and development expense includes
compensation and benefits for the engineering and related staff, expenses for
materials to build prototype units, fees paid to outside suppliers for
subcontracted components and services, supplies used, facility related costs,
and other general overhead costs. Research and development expenses as a
percentage of revenues remained essentially identical for the twelve months
ended December 31, 1998 (32%) and for the twelve months ended December 31,
1999 (33%).

We expect to significantly increase our spending on research and
development in the future in order to accelerate the prototype production and
testing program, to design our pilot-plant facilities, and to commence
procurement of custom equipment. Beyond 2001, we plan to continue development
activities related to performance improvements of our fuel cells and Ni-Zn
batteries, and to start planning our industrial facilities.

GENERAL AND ADMINISTRATIVE. General and administrative expense includes
compensation, benefits, and related costs in support of our general corporate
functions, including general management, finance and accounting, human
resources, business development, information, and legal services. General and
administrative expenses remained essentially constant for the twelve months
ended December 31, 1998 ($764,666) and for the twelve months ended December
31, 1999 ($771,808).

LOSS FROM OPERATIONS. The operating loss for the twelve months ended
December 31, 1999, was $862,564, compared to a loss of $ 927,019 for the
twelve months ended December 31, 1998. The higher 1998 operating loss is
principally due to the stock compensation recorded in 1998 which includes the
promote equity granted to the founders.

Our Background

Sorapec has been a contract research firm since its formation in 1974 as
a French corporation. We estimate that approximately $20 million in contract
value has been invested in our technology over the past 15 years. With a
recognized expertise in electrochemistry, our customers have included
government agencies, military organizations, and major corporations such as
battery manufacturers, automobile manufacturers, and other OEM end-users. Our
applied research, testing, and problem solving activities supported us over
the years and have earned us a strong position in our field in Europe.
Contract research and development, however, is a cyclical business and we
decided to reduce our dependency on third-party R&D outsourcing budgets by
bringing to market our own proprietary products.

In late 1997, the shareholders of Sorapec sold to EC Power, LLC, a 90%
interest in Sorapec. Key employees of Sorapec held the balance of the shares.
EC Power LLC had been formed to serve as a vehicle to effect this transaction.
Subsequently, EC Power was restructured as a corporation in March 1999; and it
was then merged with a publicly owned Delaware corporation, with EC Power the
surviving corporation. See "Certain Transactions" for a more detailed
description of these transactions.

<PAGE>
<PAGE>
Business

Overview

We are engaged in the development of bi-polar nickel-zinc (Ni-Zn)
batteries and Proton Exchange Membrane (PEM) fuel cells. We are in the
process of finalizing alliances to complete the commercial development of
several proprietary products, including bi-polar Ni-Zn batteries for selected
applications and small PEM fuel cells. We intend to industrialize and
manufacture these products either through manufacturing joint ventures (Ni-Zn
batteries) or in our own plant (fuel cell stacks and bi-polar battery
electrodes).

Based on published research reports, we estimate that the global battery
industry will reach $60 billion by the year 2000. At the present time, its
growth is mostly fueled by the ever increasing demand for portable power
sources, particularly high-performance rechargeable batteries for products
such as notebook computers, cellular phones, camcorders and cordless power
tools on the one hand and scooters and bicycles on the other. We plan to
participate in this high growth segment by introducing a proprietary bi-polar
Ni-Zn battery system and by licensing several other technologies that we
believe can substantially enhance the performance of other battery systems
such as Nickel-Cadmium (Ni-Cd), Nickel-Metal Hydride (Ni-MH), Zinc-Air (Zn-
Air), and Lead-Air (Pb-Air) batteries.

Furthermore, we believe that the market for electrochemical devices,
including batteries and fuel cells, is going to experience an even more
dramatic expansion when some of the technologies currently under development
finally bring viable solutions to powering electric cars, scooters and
bicycles, providing distributed power to remote sites, and storing photo-
voltaic and other forms of renewable energy. We believe that applications for
small-scale fuel cell systems to generate electricity for niche markets such
as remote field instrumentation (oil and gas exploration), military
battlefield use, fishing boats and yachts, municipal equipment and others,
will materialize as soon as commercially viable fuel cell products are
available. We intend to be in the forefront of these developments to fully
capitalize upon the new opportunities. We also believe that the market demand
for lighter and more compact batteries to power electric scooters and bicycles
is expanding rapidly and we expect that a market for our company's bi-polar
Ni-Zn battery for such applications is likely to develop commercially over the
next two to three years.

Recognizing the global nature of the business, the diversity of its end-
user and geographic markets, and the magnitude of the industrial and marketing
investments that would be required to effectively address these markets, we
intend to proceed in steps and to rely largely on international joint ventures
and alliances to bring our products to market. We believe that such an
approach, which is commonly used in the industry, will allow us to leverage
our technical assets to secure co-development funding from partners and equity
interests in manufacturing joint ventures, thereby diversifying the
technological risk and minimizing our capital requirements.

We intend to establish our own manufacturing capability to produce fuel
cell stacks, that is, groupings of cells to achieve the electrical
characteristics required by each application. We also intend to produce from
the same plant air electrodes for any future licensees of our Zn-Air and Pb-
Air technologies because of the similarity of these electrodes with those used
in PEM fuel cells; and proprietary bi-polar electrodes for our Ni-Zn battery.

Batteries and Fuel Cells

The common denominator of batteries and fuel cells is clean electric
energy from electrochemical reactions. However, while the ability of
batteries to deliver electricity is limited to the amount of energy stored in
them, fuel cells can produce electricity indefinitely as long as they are
supplied with fuel, namely hydrogen and oxygen or air. In this respect, fuel
cells can be compared to internal combustion engines, without the combustion
and consequent pollution. Hence, the great interest that automobile
manufacturers worldwide are showing for fuel cells that some consider to
potentially offer the most viable long-term solution for powering electric
cars. The alternative solution is to use batteries. No one knows whether
batteries or fuel cells will eventually prevail, whether as a pure electric or
as a hybrid electric vehicle, but it presently appears that zero emission
vehicles will use one or the other, or a combination of the two. We believe
that the selection between the two technologies will depend on applications.
For instance, batteries appear to be a more viable solution for electric
scooters and bicycles than fuel cells.

Our Fuel Cell Business

We began our involvement in fuel cells in 1984, when the European Space
Agency awarded us a contract to study alkaline fuel cells for space
applications. Since then, our focus has been on PEM fuel cell technology, a
field in which we have been granted a number of contracts over the years,
under various European programs, by various French government agencies and by
the French Navy. This work has allowed us to gain significant expertise in
what is referred to as the core technology of PEM fuel cells, that is,
membrane-electrode assemblies (MEA's) and collectors, both of which have a
critical impact on performance and costs. We now intend to leverage this
expertise to become a stack manufacturer and address the vast market
opportunities for FEM fuel cell products.

We have obtained substantial reductions of stack cost and weight, with
our current design estimated to cost 20% less than stacks made with "standard"
industry materials. Through our work in progress in electrode design we
expect to further increase power density by a factor of 2.5 times. We believe
that these improvements will translate into an additional 50% cost reduction
with no sacrifice in performance.

The first priority for our fuel cell program is to produce prototype
stacks of fuel cells in the 300W to 1kW power range. These prototypes will
serve to demonstrate our capabilities in the core fuel cell technology and
allow our development partners to initiate work on the balance-of-plant for
systems in this power range. We have allocated funds to produce 2 prototypes
whose assembly we expect to complete in late November 2000. For the sake of
expediency, we will use conventional graphite collectors for these first
prototypes.

We have begun work on the fabrication process of our new collector
design, in cooperation with Thealec SA, which has expertise in printed circuit
board manufacturing equipment. This work is expected to span over a period of
9 months, leading to the completion of a first group of 6 to 12 prototype
stacks incorporating all our new design features by mid 2001.
The design of the balance-of-plant for small systems will be subcontracted to
Bertin Technologies, SA, a French engineering firm with expertise in fluid
mechanics, heat transfer and control systems. Our joint efforts with Bertin
are expected to result in the completion of a minimum of 2 complete fuel cell
systems by mid 2001.

During 2001, we plan to set up a pilot plant to produce stacks in an
existing 4,000 ft2 facility rented by us, adjacent to our R&D laboratories.
The plant will have a production capacity of 5,000kW per annum, which we
expect to meet our production volume requirements until the end of 2003.
Engineering work, equipment and facility improvements will cost an estimated
$2.8 million. The French government will finance 40% of this cost through
long-term, interest-free loans, subject to the completion of this offering.
The plant design and related procurement activities are expected to begin in
late 2000 for a target start-up date in the third quarter of 2001. This small
production capacity will support our immediate needs for samples for our
partners, for OEM evaluation, and initial sales in targeted markets. We
expect to move to a larger industrial facility in 2004.

We are collaborating with ECA S.A. and Bertin Technologies S.A., two
affiliates of Groupe Finuchem S.A., to design and build the systems and
equipment that will enable us to manufacture complete stacks. ECA's
responsibilities involve the scale-up of the manufacturing process as well as
manufacturing machine design. We will be the prime contractor under a
contract that we expect will be awarded in November 2000 by the French
government to construct the pilot manufacturing facility. We will own the
plant, which will be sited at our existing laboratory/office facility. Bertin
will serve as our engineering advisor and help design the control systems for
gas, heat, and water management and mechanical sealing within the fuel cell
stack. Thealec will design and manufacture equipment for the automated
manufacture of our proprietary collectors and serve, at least initially while
production volume is low, as the supplier of collectors to us. As production
volume builds, we may bring collector production in-house.

We anticipate that these stacks will be supplied to a systems integrator
who will integrate them into complete fuel cell systems, ready for an OEM
application. This systems integration process involves connecting various
peripheral components to the stacks such as a hydrogen generator, reformer or
storage, a power conditioning module and fans.

Market Overview

During the past few years, the fuel cell, first invented some 160 years
ago, has undergone a resurgence. Until the 1980's, fuel cells, which convert
hydrogen and oxygen directly into electricity and heat, were used only in
special niches such as space technology. But with easier availability of new
materials and manufacturing techniques, combined with global concerns over
adverse environmental impacts of continued reliance on fossil fuels, and
consequent regulations to phase in ultra low and zero emission vehicles,
efforts to commercialize this technology have accelerated on an international
scale.

The automobile industry, in particular, expects that a combination of the
PEM fuel cells and electric drives will provide a more environmentally
compatible alternative to the internal combustion engine. PEM fuel cells also
have a large market potential in small-scale stationary power applications.
The market for small-scale power is being driven by the trend toward
distributed generation, where power is generated near or at the end user's
location, thereby reducing dependence on the electric transmission and
distribution grid. To the extent these end users are located in urban
environments, the environmental attributes of the fuel cell are especially
desirable.

In addition, PEM fuel cells are well suited to a number of applications
where batteries are the incumbent technology, particularly where the
application is remote or difficult to access. Whereas a battery's ability to
produce electricity is limited to the amount of energy stored in it, a PEM
fuel cell will operate as long as it has a supply of hydrogen, just as an
internal combustion engine keeps running as long as it is supplied with
gasoline or diesel.

How Fuel Cells Work

A fuel cell is a device that combines hydrogen, derived from a fuel such
as natural gas, propane, methanol or gasoline, and oxygen from the air to
produce electric power without combustion. The type of fuel cells that we are
developing technology for consist principally of two electrodes, the anode and
the cathode, separated by a polymer electrolyte membrane, the Membrane
Electrode Assembly, or MEA. Each of the electrodes is coated on one side with
a platinum-based catalyst. Hydrogen fuel is fed into the anode and air enters
through the cathode. Induced by the platinum catalyst, the hydrogen molecule
splits into two protons and two electrons. The electrons from the hydrogen
molecule are conducted around the membrane creating an electric current.
Protons from the hydrogen molecule are transported through the polymer
electrolyte membrane and combine at the cathode with the electrons and oxygen
from the air to form water and produce heat.

To obtain the desired level of electric power, individual fuel cells are
combined into a fuel cell stack. Increasing the number of fuel cells in a
stack increases the voltage, while increasing the surface area of each fuel
cell increases the current.

The basic principle of a PEM fuel cell is shown in FIGURE 1-A. In this
arrangement, hydrogen is supplied to the negative electrode (anode) where it
dissociates into protons and electrons. Protons pass through the membrane to
the positive electrode (cathode) while the electrons are conducted externally
creating an electric current between the negative and positive electrodes. At
the positive electrode, the protons and electrons recombine in the presence of
oxygen, which can be from the atmosphere or another oxygen source, to form
water. The by-products of the PEM fuel cell reaction are water and heat, the
latter requiring that the fuel cell stack be cooled to maintain an acceptable
internal temperature.

|----Electric Load or Storage----|
| |
Electrons (4e-)| |
--------------------------------------------
| | | |
| | | |
| | | |--> Water (2H2O)
| | | |
Hydrogen(2h2)| | Protons (4H+) | |
| | | |
| | | |<-- Oxygen (O2)
| | | |
| | | |
| | | |
| | | |
--------------------------------------------
Negative (-) Membrane Positive
Electrode (+) Electrode

FIGURE 1-A. Membrane Electrode Assembly (MEA) Illustrating Basic Principle
of PEM Fuel Cells

FIGURE 1-B shows some additional components and design details: the
collectors, the 2 layers making up the electrodes, and the electro catalyst.
Located on both sides of the membrane-electrode assembly (as depicted in
Figure 1-a), the collectors, also called flow field plates or bipolar plates,
collect the electrons on the external surface of the anode, and distribute
them to the external surface of the cathode. They also serve to feed the
reactant gases to their associated electrodes. As regards the electrodes,
each consists of a diffusion layer and an active layer. The active layer is
the thin (a few microns) superficial layer in which the hydrogen dissociation
and hydrogen oxidation reactions actually take place. The diffusion layer is
the region through which the reactants and products of reactions migrate.
Last, the thick line on both sides of the membrane represents the catalyst
(platinum for instance). It should be noted that the catalyst is not a sheet
of material as the graphic might suggest. It is in fact dispersed amongst the
grains of carbon making up the active layer.

FIGURE 1-B illustrating the collectors, the active layers of the electrodes,
and the catalyst

Membrane Electrode Assembly

A number of phenomena affect the performance of an MEA. Optimizing them
is a complex process that typically involves trade-offs between conflicting
requirements and objectives as explained below.

In order for a reaction to take place at a given site in the active layer
of an electrode, several conditions need to be met simultaneously: a molecule
reactant has to be in contact with the catalyst, and electrons and protons
resulting from, or needed for, the reaction have to be able to flow away from,
or to, the reaction site. The grains of carbon that make up the bulk of the
anode provide the conductive path for the electrons, while the membrane
material provides the protonic conductivity. The greater the number of sites
where these conditions are met and the lesser the resistance to the flow of
electrons and protons, the greater the number of reactions and the resulting
flows of electrons and protons.

An approach to increasing the number of reaction sites per unit of
surface of electrode is to increase the thickness of the active layer; this
implies that protonic conductivity can be provided deeper in this layer. We
have developed electrode/membrane-bonding techniques that achieve a good
penetration of the membrane material in the active layer. Increasing the
platinum loading, i.e. the amount of platinum catalyst dispersed in the carbon
making up the active layer, and facilitating the flow of gas traveling through
the diffusion layer, can both achieve the desired result from a statistical
standpoint. However, an increase of the platinum loading yields a cost
penalty, and an increase of the electrode porosity adversely impacts
electronic conductivity. Our work on new electrode structures has already
produced significant results and we expect to further increase power density
by a factor of 2.5. This will turn translate to an additional 50% cost
reduction with no sacrifice in performance.

In summary, our developments in MEA technology have achieved:

* Significantly reduced amounts of platinoid material for any given
set of operating conditions;
* Improvement of active layer activity (reduction of activation
resistance)
* Means to optimize electrode bonding to new membrane materials
expected to be much less expensive than industry standard Nafion(-
Registered Mark-);
* Improved mass transfer through the diffusion layer of the
electrodes, without loss of conductivity,
* Improved elimination of cathode reaction by-products when using low
pressure air as reactant;

Bipolar Collector

The role of the collectors has been described earlier, and Figure 1-b
illustrated their implementation in a single-cell configuration. In practice,
a number of cells have to be connected in series to produce more power. The
grouping of several cells is referred to as a stack.

In a typical stack configuration, collectors (made of graphite, polymer
or metal) are sandwiched between the anodes and cathodes of adjacent cells.
In addition to the roles described earlier, collectors also provide the serial
connections between cells, collecting electrons from one anode to feed them to
the cathode of the adjacent cell: hence their "bipolar" designation. In order
for collectors to act both as a gas manifold and a conductor for electrons,
the gases are made to circulate through circumvoluted channels which are
machined on both sides of the collector and whose open faces are in contact
with the electrodes. Means to create the channels vary according to the
material used to make the collector, but the design approaches are essentially
similar. In some cases, collectors also incorporate coolant circulation
channels. Because graphite collectors are thick, heavy, brittle and costly
to machine, many attempts have been made to use other materials and/or
fabrication methods, but each has shortcomings. In all cases, collectors
remain a major factor in the overall cost and weight of the cells.

To address these issues, we have developed a new, low cost collector
design. In our design concept (patent pending), the collector consists of a
low cost plastic plate through which stainless steel needles are inserted
("traversing" option), using standard printed circuit board manufacturing
methods. In an alternative arrangement, the needles are inserted on both
sides of a conductive composite plate ("non-traversing" option). In either
case, the needles are in contact with the electrodes on both sides, thereby
providing means to collect the electrons from the anode and conducting them
axially to the cathode of the adjacent cell. The space provided between the
plate and the electrodes allow the gases to circulate with minimum friction
losses while insuring a uniform feed. The advantages of this design include:

* Lighter and less expensive collector
* Lower electrical resistance
* Uniform gas distribution
* Reduced pressure drop allowing operation near atmospheric pressure

Target Markets

We intend to address applications falling into three size classes over
several years:

* Small-scale units in the 0.3 kW to 2 kW range for highly specialized
applications, a market that includes major participants (near term);
* Residential and commercial units of between 2 kW and 10 kW (medium
term); and
* Larger units in the 30 to 80 kW range for vehicle applications (long
term).

We intend to target the small-scale units toward military and civilian
applications for which a need has already been expressed. Military uses
include jeep-mounted systems to recharge individual battery packs during
military operations. Near-term commercial applications include the use of
small hydrogen fueled fuel cells to generate electricity for oil and gas
seismic detector applications, deep-sea underwater wellhead applications, and
deep-sea underwater drones and unmanned submarines. In these specialized
applications, reliability and performance are considered to be more important
factors than price. As discussed above, the use of bottled hydrogen in these
applications to provide fuel is not only permissible but also necessary. We
have also had discussions with municipal users for powering street sweepers
and park maintenance vehicles. A successful outcome in one or more of these
applications is likely to open opportunities elsewhere, both civilian and
military. Of course, there can be no assurance that we will be able to make
any sales of our small fuel cells.

In the 2 kW to 10 kW range, there is a need to supply electricity to
remote residential sites too costly to connect to the electricity grid. This
need is obvious in the developing world. For example, the World Bank
estimates some 2 billion people are without electricity altogether and another
1.5 billion have access for less than 4 hours per day. Building these larger
units will be the next logical development phase, which we intend to address
in cooperation with companies involved in fuel reforming technology so as to
allow the use of hydrocarbon fuels such as natural gas or propane. The
technology to "reform" or produce hydrogen from gas, propane and other fossil
fuels for stationary uses is already available but is still quite expensive.

We will target the largest class of our proposed fuel cell systems (40 kW
- 80 kW) to the electric vehicle sector where a growing number of automobile
manufacturers consider that fuel cells may eventually provide the best long-
term solution for motive power. A race to introduce fuel cell cars is
underway, initially by DaimlerChrysler, which predicts it will sell 40,000
units a year by 2006, and Toyota, whose president pledged to be first to
commercialize a fuel cell car. Detroit automobile manufacturers are now
entering the race with massive development investments and plans to
commercialize fuel cell cars within the next six years, but the challenge of
getting the many industry stakeholders (e.g. oil companies, automobile
manufacturers) to select the hydrogen-fueling infrastructure is very far from
being resolved. We intend to continue development to build these larger
cells, and to be in a position to enter the market, once issues relating to
reforming technology, fuel supply delivery, and fuel storage infrastructure
have been resolved by the major energy and automobile companies. We believe
that we will be well positioned, from a technological and commercial point of
view, when the automobile market becomes a "fuel cell ready" market.

Competition (PEM)

A number of domestic and foreign companies are engaged in the development
of fuel cells, including PEM fuel cells, but the Company believes that none of
the PEM fuel cell products are yet in commercial production. Ballard Power
Systems, Inc., is generally considered to be the world leader in the
development of PEM fuel cells. Ballard's products are currently being tested
by most of the major automakers to develop zero-emission vehicles. During
1999, Ford and DaimlerChrysler invested a total of $1.1 billion into Ballard
to spin off a new subsidiary, Xcellsis Fuel Cell Engines, which has the
exclusive rights to Ballard's fuel cell technology for the automotive sector.
Xcellsis is already providing prototypes for Ford's P2000 and
DaimlerChrysler's NECAR 4 hydrogen-powered electric vehicle. Ballard also
sells fuel cells to Nissan, GM, Honda, and Toyota - the latter three companies
that also have their own fuel cell engine systems.

While Ballard is substantially more advanced than we are in its PEM fuel cell
system development, the performance of the our cells is identical to that of
Ballard's, based on comparative tests performed by the French Atomic Energy
Agency, CEA. For the reasons cited above, we believe that our fuel cell
design has certain competitive cost advantages relative to Ballard's.

We are aware of several public and private companies in the United States
with PEM fuel cell product offerings, including International Fuel Cells (a
subsidiary of United Technologies, Inc.), Energy Partners, Proton Energy
Systems, Plug Power, H Power, Electrochem, Avista Labs, General Motors, DCH
Technology, Manhattan Scientifics, and DAIS-Analytics. We have also
identified two companies in Europe Siemens A.G. in Germany and DeNora in
Italy. In Japan, the Company believes that Matsushita Electric Industrial Co.
Ltd., Honda, and Toyota are involved in PEM fuel cell development.

Although there is no shortage of companies, many of them quite large,
involved in bringing PEM fuel cells to market, their proprietary position is
often in areas that differ from ours. For example, in the area of MEA and
collector technology, we believe that we hold a highly competitive position,
evidenced to an extent by our patent portfolio. Moreover, a number of the
participants in the fuel cell market represent potential strategic partners,
investors, and customers for our fuel cell stacks.

R&D Contracts

Being recognized as a leading European specialist in core fuel cell
technology, we have been consistently invited to participate in French and
European PEMFC programs, one of which was completed in May 1999 and three of
which are currently in progress. The most significant program, partially
funded as part of the French government's fuel cell initiative, involves the
pilot plant we are building, described previously.

Key Relationships

We plan to utilize alliances in Europe, and particularly in France, where
our technical leadership is well recognized, to achieve leverage on our
intellectual property. For instance, our long established technology co-
development relationship with CEA is extremely valuable. In this cooperative
effort, CEA's focus is on collector development, an ideal match with our main
capabilities in the MEA. Access to CEA's powerful R&D apparatus will serve to
accelerate the final stage of R&D and the introduction of commercial products.
The CEA's involvement also lends credibility to our projects and, we believe,
will facilitate our entry into collaborative strategic relationships with
other government entities.

We will also seek to capitalize upon the long term and fruitful
relationship we have enjoyed with the Peugeot/Renault alliance over a number
of years, to co-develop an automotive fuel cell system. Faced with the threat
of foreign competition in the hybrid auto arena, these automakers appear ready
to accelerate their fuel cell development program.

Our Ni-Zn Battery Business

The Ni-Zn couple has long been known to offer various advantages over
other technologies, notably its higher energy density and much lower cost.
However, until very recently, its very short cycle life (less than 200
charge/discharge cycles) has prevented its commercial use. After five years
of research, we have succeeded in overcoming this challenge. We have produced
cells with energy densities of up to 70 Wh/kg reaching 600 cycles at 80% depth
of discharge.

The first priority in our Ni-Zn battery program is to establish the
proof-of-concept of our new design incorporating plastic collectors and using
a gel electrolyte impregnated in the separators. We are currently testing
several polyelements incorporating the new separator design (electrolyte in
gel form impregnated in the collectors), and traditional metal collectors. We
expect the new plastic collectors to minimize several production challenges,
sealing problems in particular, and further reduce cost.

We expect to have several 6V/6Ah prototypes built and tested in the first
quarter of 2001. We will then be able to scale up to 36V/25Ah units, the size
specified in our European e-scooter contract. Initial test results are due by
the end of the first quarter of 2001, and we expect full tests to be completed
in the second quarter of 2001.

In the first half of 2001, we will set up a battery prototype shop within
our current research building. Since cycling batteries is a time consuming
process which cannot be compressed, increasing the number of test benches and
stations will allow us to run multiple tests simultaneously and therefore to
accelerate the overall program. The equipment and facility improvements for
the battery prototype shop will allow us to produce samples for evaluation by
prospective licensees and joint venture manufacturing partners.

Our plan is to form one or several manufacturing joint ventures with
companies already well established in the battery business (FIGURE 2). While
we intend to keep the manufacturing of our proprietary bipolar electrodes in-
house, we believe that major battery manufacturers are better positioned to
produce and sell complete batteries for specific geographic and product
application segments. Towards this goal, we will first identify OEMs
interested in exploring the use of Ni-Zn batteries in their products; we will
secure battery specifications from such OEMs; and we will then produce and
deliver samples for their technical evaluations.

FIGURE 2. Manufacturing Strategy

We plan to find one or more battery manufacturers, some of whom may be
among our existing customer base, willing to co-venture with us during this
product development phase and to establish a manufacturing joint venture.

Should the cost of capital to enter a specific market segment prove
prohibitive, we will consider a straight licensing arrangement for such a
segment.

Market Overview

A battery is an electrochemical apparatus used to store energy and
release it in the form of electricity. There are two types of batteries,
primary and secondary. A primary, or disposable, battery is used until
discharged and then discarded. A secondary, or rechargeable, battery can,
after discharge, be recharged and used again. Our Ni-Zn batteries are
designed to be rechargeable.

There are many types of batteries on the market today, including lead-
acid (Pb-acid), nickel-metal-hydride (Ni-MH), nickel-cadmium (Ni-Cd), lithium-
ion (Li-ion), plus others that are more developmental in nature including
zinc-air (Zn-air) and nickel-zinc (Ni-Zn). Each battery technology has unique
characteristics as to cost, performance, life and toxicity.

Ni-Zn cells offer greater storage capacity than the commonly used Pb-acid
and Ni-Cd systems and are especially suited to high power applications
involving high discharge rates (for instance to provide acceleration to a
vehicle). Other systems, such as Ni-MH and Li-ion, suffer from significantly
higher material costs and offer little performance advantage over Ni-Zn.
Accordingly, the Company believes Ni-Zn has the potential to completely
displace Ni-Cd in large markets such as scooters, bicycles and hand-held power
tools as well as smaller scale applications requiring small, high-performance
rechargeable batteries.

Proprietary Position

As applied to battery electrodes, the term "bipolar" refers to a
configuration and design that provides several advantages over traditional
"monopolar" electrodes. One is the uniformity of the electric field which
allows: (i) a more uniform consumption of the active materials of the
electrodes, thereby extending their life, and (ii) charges and discharges
under high power. This design also yields substantial gains in weight, size,
and manufacturing cost because the connections between electrodes are
considerably simplified and the collectors are lighter.

FIGURE 4. Typical Monopolar Arrangement and Our Bipolar Arrangement

Extended life, compactness and cost reduction are the common benefits
that the bipolar design can bring. In Ni-Zn batteries, the bipolar
construction eliminates the formation of dendrites that can perforate the
separator and cause internal short circuits. Resolving the dendrite formation
problem is an additional factor of life and reliability improvement. Two of
our patents cover inventions and proprietary contributions of the company to
the bipolar architecture. Two other patents are specific in their
applications to Ni-Zn batteries.

FIGURE 5. Bipolar Extends Battery Life, Improves Performance, and Reduces Cost

While we have been working on bipolar architectures, including their
application to Ni-Zn for several years, we have made 2 recent innovations that
we believe will have a substantial impact on cost and will resolve a nagging
production problem, namely the sealing of the batteries.

Target Markets

As stated above, we believe that Ni-Zn has the potential to completely
displace Ni-Cd in large markets such as scooters, bicycles, and hand-held
power tools and other applications requiring small, high-performance
rechargeable batteries. These batteries represent a $6 billion market
segment, one third of which is supplied by Ni-Cd batteries, with an annual
growth rate of 7% to 11%. Such growth rate, however, does not account for the
emerging electric vehicle market, starting with two-wheel vehicles, whose
battery requirements are expected to add $12 billion to the size of a market
segment in which bipolar Ni-Zn batteries will be a leading contender.

We intend to target those specialized markets where Ni-Zn has major
performance advantages, and where we believe we can build a profitable
business without depending on the largest, most competitive segments. Our
planned product offering will include:

* Small batteries with capacities under 10 Ah for portable electronic
devices, for instance cellular phones (6V/650 mAh) or laptop
computers (9.5V/2 Ah).

* Larger batteries with capacities over 20 Ah for 2-wheel and 4-wheel
electric vehicles. There is already an emerging market for electric
scooters in Europe (Peugeot and Piaggio produce about 2,000 units
per year for instance), and especially in Asia. The Company intends
to initially focus on Asia where efforts to reduce pollution from
vehicular traffic in cities is intense.

Competition (Ni-Zn)

In the United States, we know of only one company that is developing and
producing Ni-Zn batteries, namely Evercel, Inc. We believe Evercel is at an
advanced stage of development of a monopolar Ni-Zn battery and that some of
its products have reached the commercialization stage. We believe, however,
that our design and bipolar electrode architecture could provide us with a
significant competitive advantage vis-a-vis Evercel.

In Japan, Yuasa, Sanyo Electric Co., Ltd. and Japan Storage Battery are
believed to be pursuing Ni-Zn battery technology, but we is believe that this
work is still at the laboratory stage. In Korea, the Samsung Advanced
Institute of Technology is developing Ni-Zn batteries for electric vehicle
applications. However, there can be no assurance that other companies, some
of which may have significantly greater resources than us, are not developing,
or will not engage in the development of Ni-Zn batteries.

Our Company's Ni-Zn batteries will also compete with more established
battery technologies, including Ni-Cd, Ni-MH, and others which are produced in
large quantities by major companies, and which benefit from cost advantages
associated with large volume production.

R&D Contracts

We have been pursuing, and will continue to pursue, government contract
opportunities whose scope of work relates to furthering the development of Ni-
Zn systems or components of strategic value. The most significant program
involves the development of an electric scooter.

We are a member of a consortium including Peugeot Motocycles, one of the
largest scooter manufacturers in Europe; PML Flightlink, a UK company that
manufactures a proprietary drive system for battery-powered vehicles; Vrije
Universiteit Brussel, Belgium's premier center for research on electric and
hybrid vehicles; and CITILEC, an association of 60 European cities interested
in the use of electric vehicles. The consortium was awarded a 3-year EU
contract that was signed during April 2000. Under the contract, the
consortium will develop a zero emission electric scooter for application in
urban centers. We will supply the bipolar Ni-Zn battery for the scooter.

Key Relationships

We will develop relationships with manufacturing joint venture partners
(e.g. established battery manufacturers) once the development of our prototype
battery units is further along and we receive the proceeds from this offering.
We intend to seek these relationships first in Asia and India, as these are
areas with the highest perceived growth rate in 2-wheel electric vehicles.

Environmental, Safety, And Regulatory

Ni-Zn batteries are more environmentally acceptable than other commonly
available rechargeable battery systems. Ni-Zn batteries contain no cadmium,
mercury, or other highly toxic materials that are difficult to dispose of
under current environmental regulation. We anticipate very little waste
generation due to the simple manufacturing technology utilized. There are no
effluents in wastewater. Electrode materials can be reprocessed and
reutilized in the process, thereby producing low levels of waste. The solvent
used in the electrode production process can be reclaimed, purified, and
reintroduced into the manufacturing process with low levels of waste.

Co-development Relationships, Partners, Licensees

Over the past few years, we have joined several consortia that were
formed to bid on various European and/or French government research contracts
related to our strategic technologies. Five of these consortia have been
awarded a contract. We are expecting a successful outcome with three others,
including the consortium formed in connection with our fuel cell pilot plant.
Fellow members of these consortia, some of whom have had a long-standing
relationship with us, represent a pool of potential strategic partners.
Discussions to extend our relationship beyond the scope of the consortia have
already been initiated with several of them. We plan to seek and formalize
such relationships in the next few months.

In the fuel cell business, where we intend to largely rely on
subcontractors for the development of the balance-of-plant and custom
manufacturing equipment, we will seek to expand our relationship with ECA,
Bertin, and Thealec beyond the scope of our present pilot plant consortium
arrangements. Our marketing strategy also dictates that we establish
alliances with companies that already have a strong presence in the markets we
plan to serve.

In the battery business, we will seek licensing arrangements with
existing battery manufacturers for specific geographic markets and
applications. This approach will reduce capital requirements and market
penetration ramp-up time. Our licensing offers will typically include a front
payment and royalties on sales, or a front payment and an equity participation
in the manufacturing venture. On a case-by-case basis, we will give
consideration to exclusive arrangements with parties enjoying a very strong
market presence.

We plan to initiate a systematic search for licensing prospects by mid
2001, at a time when we expect to have prototypes, costs, and performance data
available. Consistent with our marketing plan to initially target the
electric scooter and bicycle market, we will focus our search on regions with
the largest potential, namely Asia and India.

Meanwhile, we believe that our European electric scooter program will
stimulate demand for our Ni-Zn batteries from European OEMs, starting with
Peugeot Motocycles, one of our consortium partners in Praze. Peugeot
Motocycles is the third largest scooter manufacturer in Europe, and a leader
in the nascent European electric scooter market. We believe it will be
economically feasible to export batteries made in Asia to Europe and North
America in view of the lower Asian manufacturing costs.

Research Contracts

We expect to continue to pursue government contracts that relate to the
further development and commercialization of our strategic technologies,
namely PEM fuel cells and Ni-Zn batteries. During 2000, we worked on 4 such
contracts, 2 of which related to fuel cell membrane development and 2 in the
battery area. All but one will continue in 2001.

Facilities

Our principal executive offices are located in New York, New York, in an
office we lease from Ridgewood Group International, Inc. Mr. Potter our
Chairman controls Ridgewood. We pay Ridgewood $2,000 per month, plus out-of-
pocket expenses. We lease two adjacent facilities in Fontenay-sous-Bois, a
suburb of Paris, France. One facility houses our offices, labs, and workshop,
and consists of a total of 5,950 square feet under a lease that expires in
November 2006, but which we can cancel in November 2003. We lease the other
facility, which houses various machinery for small-run production, under a
lease that expires in July 2001. The rental costs for these two facilities is
approximately $20,000 per quarter. The Company is presently contemplating to
move its offices and laboratories to a nearby facility which will also provide
adequate space for its pilot plant. We believe that the new facility will
better accommodate our anticipated growth through at least July 2002.

Employees

As of September 30, 2000, we had a total staff of 16 employees, including
Mr. Morin in the United States; and 10 full-time employees in France,
consisting of 3 engineers, 4 technicians, and 3 management/administrative. In
addition, we have 2 part-time employees in France and 2 part-time employees
in the U.S. We consider our relations with our employees to be good.

Legal Proceedings

Sorapec is operating under a Plan of Reorganization supervised by the
French Bankruptcy Court until our creditor repayment commitments are met.

A softening market for contract research in 1996 and 1997, compounded by
the cancellation of a major Ni-Zn research program in early 1997 caused
Sorapec to become unable to meet its financial obligations. Accordingly, the
company filed a voluntary bankruptcy petition with the Creteil Commercial
Court on August 1, 1997. Following a hearing, the court authorized the
"Redressement Judiciaire" course of action, which is similar to Chapter 11 in
its objective to reorganize the business. Sorapec submitted a plan to the
court in early December 1997, and the court confirmed it on February 5, 1998.
The reorganization plan provided for the immediate repayment of all
privileged creditors and the repayment in full of all other creditors in four
equal payments over the following four years. Sorapec has met all of its
obligations under the plan. It still has to make 2 installment payments of
440,000 FF (approximately $60,000) each to creditors, in February 2001 and
2002 respectively. Funds from this offering will be allocated to immediately
settle the two remaining installments.

We may from time to time be involved in legal proceedings in the ordinary
course of our business. Except for the bankruptcy proceeding described above,
we are not currently involved in any pending legal proceedings that, either
individually or taken as a whole, could harm our business, prospects, results
of operation, or financial condition.

Management

Directors, Executive Officers, and Key Employees

The name, age, and position with us of each Director, executive officer
and key employee is as follows:

</TABLE>
<TABLE>
<CAPTION>

Name Age Position
<S> <C> <C>
William J. Potter 52 Chairman, Chief Financial
Officer, and Director
Richard M.H. Thompson 66 President and Director
Michel L. Morin 57 Chief Executive Officer
and Director
Bernard Nicolas 65 President of Sorapec
and Director
Patrick J. Vayn 55 Director

</TABLE>

WILLIAM J. POTTER co-founded EC Power in March 1999, and he has been the
Chairman of our board of directors and our Chief Financial Officer since then.
Mr. Potter has been the President of Ridgewood Group International Ltd., a
private investment bank, and the President of its broker-dealer affiliate,
Ridgewood Capital Funding, Inc. since 1989 when he founded both firms. Prior
to 1989 Mr. Potter was Managing Director International for Prudential
Securities and a director of various Prudential affiliates. Mr. Potter serves
as Finance Committee Chairman and Director of the National Foreign Trade
Council in the U.S. and he is a director of the First Australia Fund and the
First Australia Prime Income Fund (AMEX listed), the First Commonwealth Fund
(NYSE listed) and First Australia Prime Income Fund (TSE listed). He is an
advisor and director of companies affiliated with Guardian Capital Ltd. (TSE
listed) and he is on the board of several other public and private
corporations. He holds an MBA from Harvard University and an AB from Colgate
University.

RICHARD M.H. THOMPSON is one of the co-founders of EC Power, Inc. and he
has been our President and one of our directors since March 1999. Mr.
Thompson has been, since 1984, President of Richard M.H. Thompson &
Associates, Inc., a company engaged in the merchant banking business. He has
been retained during this period, to give financial and management advice to
many small and medium-sized companies, and has invested in conjunction with
associates in many companies. He was Chairman of the Executive Committee of
Energy Research Corporation (now Fuel Cell Energy - FCEL, NASDAQ), which is
involved in the development and commercialization of molten carbonate fuel
cells from 1998, when he acquired the company from Fluor, until 1999. He was
also a Director of Evercel (EVRC, NASDAQ), a company manufacturing and
commercializing Nickel-Zinc batteries in China, in the United States and in
Europe from 1997 to 1999. He resigned from both these boards to pursue his
interests in Sorapec. From 1992 until 1997 Mr. Thompson was also President
and CEO of Rotary Power International, Inc., a public company engaged in the
development and manufacture of rotary engines for the US government and
commercial companies. He is currently Vice-Chairman of Cogito, Inc. which is
engaged in the development and commercialization of "knowledge-based"
software, Rotary Power Marine Corporation, a company manufacturing and selling
rotary marine engines, and Biomega, Inc., a company developing a new drug
mechanism for cancer. Mr. Thompson was educated at Cambridge University and
Harvard University.

MICHEL L. MORIN is one of the co-founders of EC Power, Inc. and he has
been CEO and one of our directors since March 1999. Mr. Morin has been
Managing Director of Ridgewood Group International Ltd. since 1995. Prior to
joining Ridgewood, he was Director of Corporate Development of Parsons &
Whittemore, Inc., and President and CEO of Cencit, Inc., a high-technology R&D
company. Mr. Morin has been engaged in corporate development and cross-border
technology deals for over 20 years, in senior management positions, in
advisory roles and as management consultant. Mr. Morin earned a French
graduate degree in aeronautical engineering from E.N.S.M.A. and a Master of
Science degree from M.I.T.

BERNARD NICOLAS has been Chairman and President of Sorapec since August
1998 and he has been a director of EC Power, Inc. since March 1999. He
previously served as Managing Director of GIFAS, the French Aeronautics and
Space Industry Association, from 1987 to 1998. Prior to joining GIFAS, he had
a distinguished career in the French Air Force from which he retired with the
rank of General. General Nicolas was awarded several prestigious military
decorations including the Legion of Honor. He earned an engineering degree
from "Ecole de l'Air", the French Air Force school, and he graduated from the
French Air War College

PATRICK VAYN is President of Persel, a consulting firm based in Paris,
France. Prior to joining Persel in July 2000, he had been President, since
1998 of Advans S.A., a management-consulting unit of Electricite de France
(EDF), the French electric utility. Previously, from 1989 to 1997, Mr. Vayn
was President of Interactions S.A., a venture capital firm. Prior to joining
Interaction, he headed the French operations of Nife, a battery company. Mr.
Vayn is a director of EC Power, Inc. A graduate from ENSIC, a French chemical
engineering school, Mr. Vayn also earned a Master of Science degree from MIT
and an MBA from the Harvard Business School.

GUY BRONOEL, is our Head of Research and Development, a position he has
held for over 10 years and he is a Member of the Board of Spoapec, S.A. Dr.
Bronoel's career has been both in academia and industry:

* Aeronautical engineer: head of the Aeronautical Laboratory at the
Ministry of Air (1955-1960)
* Head of Research at the Bellevue Laboratories of the CNRS (French
national scientific laboratory) (1961-1977)
* Director of the Electrocatylyst and Electromechanical Energy
Laboratory of the CNRS at Grenoble (1977-1980)
* Member of the Electrochemical and Hydrogen Committees of the General
Delegation of the Government Direction of Scientific and Technical
Research (1972-1981)
* Scientific advisor to the Renault Group (1981-1982)
* Director of Research responsible for the cooperation between Sorapec
and the CNRS (1988-1991)
* Scientific Director of Sorapec, S.A. since 1991, and a member of the
Board of Sorapec since 1988.

Teaching career:

* Professor of Electrochemical Engineering at the Universite de
Jussieu (1976-1977) and then at the Polytechnique Institute of the
University of Grenoble (1978-1980).

Education:

Electrochemical Engineering at the Conservatoire National des Arts et
Metiers; Doctor of Engineering and Doctor of Physical Sciences.

Academic Distinction: Prix Ampere

SERGE CHAVANNE, General Manager, is a high-technology entrepreneur with a
background in investment banking and management consulting. Prior to the EC
Power's investment in Sorapec, Mr. Chavanne was its majority shareholder and
he played a leading role in redefining our strategy. He holds a graduate
degree from Ecole Centrale de Paris, one of the top French engineering
schools.

JEAN-FRANCOIS FAUVARQUE, a professor at Conservatoire National des Arts
et Metiers and Head of its Electrochemistry Department, is Scientific Advisor
to us. Dr. Fauvarque is the author of over 50 peer-reviewed publications and
articles, and he has been granted 15 patents. A graduate of Ecole Normale
Superieure, he holds a PhD from the University of Paris.

Our executive officers are elected annually at the first meeting of our
Board of Directors held after each annual meeting of shareholders. Each
executive officer will hold office until his successor is duly elected and
qualified, until his resignation or until he shall be removed in the manner
provided by our By-Laws.

Currently, we do not have standing Audit, Compensation, or Nominating
Committees of the Board of Directors. We plan to form Audit and Compensation
Committees when it is necessary to do so to meet listing requirements of a
stock exchange or Nasdaq.

There are no family relationships among Directors, nor any arrangements
or understandings between any Director and any other person pursuant to which
any Director was elected as such.

Director Compensation

During the fiscal year ended December 31, 1999, directors received no
cash compensation. However, each director was granted 24,000 warrants for his
service on our Board of Directors. The directors were also reimbursed their
expenses associated with attendance at meetings or otherwise incurred in
connection with the discharge of their duties. In 2000, we are compensating
each director for his services by issuing him 6,000 warrants for each quarter
he serves as a director, and an annual fee of $10,000 in cash.

Executive Compensation

Summary Compensation Table

The following table and discussion set forth information with respect to
all compensation earned by or paid to our Chief Executive Officer ("CEO") and
Chairman and CFO, for all services rendered in all capacities to us and our
subsidiaries for each of our last two fiscal years ended December 31, 1998 and
1999. No other executive officer received compensation in excess of $100,000.
We do not have any employment agreements with any of our officers.

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

Michel Morin, CEO 1999 -0- -0- -0- $40,000 296,519 -0-
1998 -0- -0- -0- $106,178 -0- -0-

William Potter, CFO 1999 $15,000 111,258 -0-
1998 -0- $106,278 -0- -0-

</TABLE>

<PAGE>
<PAGE>
(1) Warrants exercisable at $.27 per share until December 31, 2004. There
are no restrictions on the vesting of the warrants.

Warrant Grants in Last Fiscal Year

The following table sets forth certain information regarding stock
purchase warrants granted to the named executive officers during the 12-month
period ending December 31, 1999.

Individual Grants
<TABLE>
<CAPTION>

Percent
Of Total
Number of Warrants
Securities Granted to
Underlying Employees
Warrants in Fiscal Per Share Expiration
Name Granted Year (1) Exercise Price Date
---- ---------- ----------------------- ---------
<S> <C> <C> <C> <C>

William J. Potter 286,311 27.2% $ .27 12/31/04
Michel Morin 296,519 45.5% $ .27 12/31/04
Richard Thompson 185,261 28.4% $ .27 12/31/04

</TABLE>

(1) Based on 651,784 warrants issued.

Year-End Warrant Values

No warrants were exercised by the named executive officers during the 12-
month period ended December 31, 1999. The following table sets forth certain
information regarding unexercised stock purchase warrants held by the named
executive officers as of December 31, 1999. All of the warrants are
exercisable.

Number of Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Warrants at Fiscal Warrants at Fiscal
Name Year-End Year End (1)
---- ------------------- --------------------

<S> <C> <C>
William Potter 458,813 $ 12,075
Michel Morin 448,096 $ 10,610
Richard Thompson 274,574 $ 6,252
Bernard Nicolas 274,063 $ 8,824

</TABLE>

(1) Based on an assumed fair market value of our common stock of $.27 per
share.

Equity Incentive Plan

On March 26, 1999, we adopted an Equity Incentive Plan. Pursuant to the
Plan, stock options granted to eligible participants may take the form of
incentive stock options or ISOs under Section 422 of the Internal Revenue Code
of 1986, as amended, or options which do not qualify as ISOs, known as non-
qualified stock options or NQSOs. As required by Section 422 of the Code, the
aggregate fair market value of our common stock with respect to our ISOs
granted to an employee exercisable for the first time in any calendar year may
not exceed $100,000. The foregoing limitation does not apply to NQSOs. The
exercise price of an ISO may not be less than 100% of the fair market value of
the shares of our common stock on the date of grant. The Plan administrator
may set the exercise price of an NQSO. An option is not transferable, except
by will or the laws of descent and distribution. If the employment of an
optionee terminates for any reason (other than for cause, or by reason of
death, disability, or retirement), the optionee may exercise his options
within a ninety-day period following such termination to the extent he was
entitled to exercise such options at the date of termination. Either our
Board of Directors (provided that a majority of directors are "disinterested")
can administer the Plan, or our Board of Directors may designate a committee
comprised of directors meeting certain requirements to administer the Plan.
The Administrator will decide when and to whom to make grants, the number of
shares to be covered by the grants, the vesting schedule, the type of award
and the terms and provisions relating to the exercise of the awards. An
aggregate of 1,000,000 shares of our common stock is reserved for issuance
under the Plan.

We have issued 300,000 stock options under the plan in 1999. We have
also issued a total of 255,180 non-plan options to key employees in 1998.

Limitation On Directors' Liability; Indemnification

Our certificate of incorporation limits the liability of a director for
monetary damages for his conduct as a director, except for:

* Any breach of the duty of loyalty to us or our stockholders,

* Acts or omissions not in good faith or that involved intentional
misconduct or a knowing violation of law,

* Dividends or other distributions of corporate assets from which the
director derives an improper personal benefit.

* Liability under federal securities law

The effect of these provisions is to eliminate our right and the right of
our stockholders (through stockholder's derivative suits on our behalf) to
recover monetary damages against a director for breach of his fiduciary duty
of care as a director, except for the acts described above. These provisions
does not limit or eliminate our right or the right of a stockholder to seek
non-monetary relief, such as an injunction or rescission, in the event of a
breach of a director's duty of care.

Our certificate of incorporation also provides that we shall indemnify,
to the full extent permitted by Delaware law, any of our directors, officers,
employees or agents who are made, or threatened to be made, a party to a
proceeding by reason of the fact that he or she is or was one of our
directors, officers, employees or agents. The indemnification is against
judgments, penalties, fines, settlements, and reasonable expenses incurred by
the person in connection with the proceeding if certain standards are met.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to our directors, officers and controlling persons in
accordance with these provisions, or otherwise, we have been advised that, in
the opinion of the SEC, indemnification for liabilities arising under the
Securities Act of 1933 is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.

<PAGE>
<PAGE>
Certain Transactions

Background

EC Power, Inc. was incorporated on March 25, 1999. Shortly after
formation, it exchanged 3,513,319 shares of its common stock for 100% of the
membership interests in EC Power, LLC. EC Power LLC's sole asset was 35,000
of the 38,900 outstanding shares of Sorapec SA, or 90% of such shares. For
accounting purposes this transaction and prior transactions were accounted for
as an acquisition of EC Power, Inc. by Sorapec. On April 5, 1999, EC Power
Inc. merged with Neft Acquisition Corp., a shell corporation, and issued
Neft's shareholders, including EC Power, 1,428,571 shares of common stock, of
which 1,093,965 became treasury shares. EC Power, Inc. was the surviving
corporation in the merger.

Transactions with Management and Other

Mr. Nicolas owned Sorapec shares that he exchanged into 227,212 EC Power
shares. Messrs. Potter, Morin, Vayn, and Thompson were members of EC Power
LLC, and they exchanged their membership interests into shares of EC Power,
Inc. in the transaction described above. Mr. Potter received 670,103 shares,
Mr. Morin 542,002 shares, Mr. Vayn 279,167 shares, and Mr. Thompson 681,331
shares. Messrs Potter, Morin, Vayn, and Thompson had received 542,513,
542,002, 193,937, and 426,151 equivalent shares, respectively, for services
they had rendered EC Power LLC.

Mr. Potter, other directors, and certain shareholders have loaned money
to us over the past several years for the purpose of providing working
capital. The loans are payable on demand and bear interest at a rate of 10%
per annum. The interest is payable in shares of our common stock. As of June
30, 2000, we owed a balance of approximately $83,000 to Mr. Potter, and
$26,380 to Mr. Thompson. During 1999, Mr. Potter converted $50,000 of loans
into 250,000 shares of common stock and $25,000 of loans into 92,593 shares of
preferred stock. In addition a company controlled by Mr. Potter converted
$75,321 of accounts payable into 298,515 shares of common stock. Mr. Thompson
converted $40,000 of loans into 148,148 shares of preferred stock. We issued
Mr. Potter and Mr. Thompson 12,500 shares and 20,000 shares, respectively, of
common stock as a fee for their loan conversions. During 1999, we issued
38,160 and 10,607 shares of common stock, respectively to Messrs. Potter and
Thompson as interest on their loans.

In 1999 we sold 2,589,815 shares of Series A Preferred Stock to investors
at a price of $.27 per share in cash and in debt forgiveness. We also issued
those investors a total of 325,000 shares of common stock as additional
incentive for purchasing the preferred stock. Mr. Potter purchased 92,593 of
those preferred shares (and received 12,500 common shares), and Mr. Thompson
purchased 148,148 of those preferred shares (and received 20,000 common
shares). We owe Mr. Thompson $50,925 for placement fees in connection with
the sale of those shares.

In 1999, we issued shares of common stock as compensation to Messrs
Potter (55,556 shares), Thompson (92,593 shares), Morin (148,148 shares), and
Nicolas (74,074 shares).

Each of our Directors were issued stock purchase warrants in 1998, 1999,
and 2000 in consideration for loans they made to us, and/or as compensation.
The warrants are identical, except for the expiration date and exercise
prices. They all expire five years from the date of their issuance, and
entitle the owner to purchase one share of common stock. The 1998 warrants
are exercisable at $.20 per share; the 1999 warrants are exercisable at $.27
per share; and the 2000 warrants are exercisable at $.27 per share. The
number of each type of warrant is described in the following table:

<TABLE>
<CAPTION>
Director 2000 Warrants 1999 Warrants 1998 Warrants
-------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Potter 39,625 286,311 172,502
Thompson 99,000 185,261 89,313
Morin 149,000 296,519 151,577
Vayn 24,000 0 0
Nicolas 76,083 148,004 128,059

In September 2000, a French shareholder of Sorapec exchanged his Sorapec
shares into 178,626 EC Power shares. Mr. Potter purchased those 178,626
shares from the shareholder for $35,000.

During 2000, Mr. Thompson purchased 814,816 shares of common stock for
$220,000.

Each of the these transactions, with the exception of the initial
transaction in which the shares of the LLC were converted into shares of EC
Power, Inc., were approved or ratified by a majority of disinterested
directors. The Board of Directors has determined that any future transactions
with officers, directors, or principal shareholders will be approved by the
disinterested directors and will be on terms no less favorable than could be
obtained from an unaffiliated third party. The Board of Directors will obtain
independent counsel or other independent advice to assist in that
determination.

We lease our principal executive offices in New York, New York, from
Ridgewood Group International, Inc. Mr. Potter, our Chairman, controls
Ridgewood. We pay Ridgewood $2,000 per month, plus out-of-pocket expenses.

<PAGE>
<PAGE>
Principal Stockholders

The following table sets forth, as of the date of this prospectus,
information regarding the ownership of our common stock by:

* persons who own more than 5% of our common stock;
* each of our executive officers and directors; and
* all of our directors and executive officers as a group.

Each person has sole voting and investment power with respect to the shares
shown, except as noted.

</TABLE>
<TABLE>
<CAPTION>

Name and Address Amount and Nature Percent of Class (2)
of Beneficial Owner of Beneficial Ownership(1) Before Offering After Offering(3)
------------------- -------------------------- --------------- -------------
<S> <C> <C> <C>

William J. Potter(4) 1,999,530 18.57% 15.66%
Richard M.H. Thompson(5) 2,141,069 20.02% 16.86%
Michel L. Morin(6) 1,287,246 11.95% 10.08%
Patrick Vayn(7) 303,167 2.97% 2.49%
Bernard Nicolas(8) 651,849 6.19% 5.20%
Aerogie.plus AG 925,926 9.10% 7.60%
All Directors and
Officers as a Group (5
persons) (4,5,6,7,8) 6,382,861 52.06% 44.76%

</TABLE>

<PAGE>
<PAGE>
(1) Under SEC Rules, we include in the number of shares owned by each person
the number of shares issuable under outstanding options or warrants if
those options or warrants are exercisable within 60 days of the date of
this prospectus. We calculate the ownership of each person who owns
exercisable options by adding (i) the number of exercisable options for
that person only to (ii) the number of total shares outstanding and
dividing that result into (iii) the total number of shares and
exercisable options owned by that person.

(2) In calculating percentage ownership, all shares of Common Stock that the
named stockholder has the right to acquire within 60 days upon exercise
of any option or warrant are deemed to be outstanding for the purpose of
calculating the percentage of Common Stock owned by such stockholder, but
are not deemed outstanding for the purpose of computing the percentage of
Common Stock owned by any other stockholder. Shares and percentages
beneficially owned are based upon 10,175,536 shares outstanding on
September 30, 2000.

(3) Assumes all 2,000,000 shares offered are sold.

(4) Includes 203,553 shares owned by Ridgewood Group, of which Mr. Potter is
the controlling shareholder; 92,593 shares underlying shares of
convertible preferred stock; and 498,438 shares underlying presently
exercisable warrants.

(5) Includes 148,148 shares underlying shares of convertible preferred stock;
and 373,574 shares underlying presently exercisable warrants.

(6) Includes 597,096 shares underlying presently exercisable warrants.

(7) Includes 24,000 shares underlying presently exercisable warrants.

(8) Includes 350,146 shares underlying presently exercisable warrants.

<PAGE>
<PAGE>
Description of Our Securities

We are authorized to issue up to 100,000,000 shares of $.001 par value
common stock and 50,000,000 shares of $.01 par value preferred stock. As of
September 30, 2000, 10,175,537 shares of Common Stock and 2,589,815 shares of
Series A Preferred Stock were issued and outstanding, and there were
approximately 1,119 shareholders of record.

Common Stock

Each holder of common stock is entitled to one vote for each share held
of record. There is no right to cumulative voting of shares for the election
of directors. The shares of common stock are not entitled to pre-emptive
rights and are not subject to redemption or assessment. Each share of common
stock is entitled to share ratably in distributions to shareholders and to
receive ratably such dividends as may be declared by our Board of Directors
out of funds legally available therefor. Upon our liquidation, dissolution or
winding up, the holders of common stock are entitled to receive, pro-rata, our
assets which are legally available for distribution to shareholders. The
issued and outstanding shares of common stock are validly issued, fully paid,
and non-assessable.

Preferred Stock

We are authorized to issue up to 50,000,000 shares of $.01 par value
preferred stock. Our preferred stock can be issued in one or more series as
may be determined from time-to-time by our Board of Directors. In
establishing a series our Board of Directors shall give to it a distinctive
designation so as to distinguish it from the shares of all other series and
classes, shall fix the number of shares in such series, and the preferences,
rights and restrictions thereof. All shares of any one series shall be alike
in every particular. Our Board of Directors has the authority, without
shareholder approval, to fix the rights, preferences, privileges and
restrictions of any series of preferred stock including, without limitation:
(1) the rate of distribution, (2) the price at and the terms and conditions on
which shares shall be redeemed, (3) the amount payable upon shares for
distributions of any kind, (4) sinking fund provisions for the redemption of
shares, and (5) the terms and conditions on which shares may be converted if
the shares of any series are issued with the privilege of conversion, and (6)
voting rights except as limited by law.

Our Board of Directors has designated one series of Preferred Stock,
Series A, and we have issued 2,589,815 shares of such series. The Series A
Preferred Stock has a cumulative annual dividend of $.0135 per share and
restricts the payment of dividends to holders of common stock if any preferred
stock dividends are in arrears. The Series A Preferred Stock has liquidation
rights of $.27 per share plus an amount equal to all accrued and unpaid
dividends. Each share of Series A Preferred Stock is convertible into one
share of common stock, subject to certain adjustments. Each holder of the
Series A Preferred Stock is entitled to one vote for each share of Series A
Preferred Stock he holds of record.

We could authorize the issuance of additional series of preferred stock
which would grant to holders preferred rights to our assets upon liquidation,
the right to receive dividend coupons before dividends would be declared to
common shareholders, and the right to the redemption of such shares, together
with a premium, prior to the redemption to common stock. Our common
shareholders have no redemption rights. In addition, our Board could issue
large blocks of voting stock to fend off unwanted tender offers or hostile
takeovers without further shareholder approval.

Anti-takeover Effects of Certain Provisions of Our Certificate of
Incorporation and Delaware Law

We are subject to Section 203 of the Delaware General Corporation Law, an
anti-takeover law. In general, Section 203 prohibits a publicly held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years following the date the person became
an interested stockholder, unless (with certain exceptions) the "business
combination" or the transaction in which the person became an "interested
stockholder" is approved in a prescribed manner. Generally, a "business
combination" includes a merger, asset or stock sale, or other transaction
resulting in a financial benefit to the interested stockholder. Generally, an
"interested stockholder" is a person who, together with affiliates and
associates, owns (or within three years prior to the determination of
interested stockholder status, did own) 15% or more of the corporation's
voting stock. The existence of this provision would be expected to have an
anti-takeover effect with respect to transactions not approved in advance by
the board of directors, including discouraging takeover attempts that might
result in a premium over the market price for the shares of common stock held
by stockholders.

Transfer Agent, Warrant Agent and Registrar

The transfer agent and registrar for our common stock is Continental
Stock Transfer & Trust Company, New York, NY.

Reports to Shareholders

We intend to furnish annual reports to shareholders that will include
audited financial statements reported on by our independent certified public
accountants. In addition, we will issue unaudited quarterly or other interim
reports to shareholders, as we deem appropriate.

<PAGE>
<PAGE>
The Offering

We are offering on a best efforts basis up to 2,000,000 shares of our
common stock at an offering price of $ per share. The offering price of
the common stock being offered hereby was arbitrarily determined by us and is
not necessarily related to our assets, book value, or financial condition. In
determining the offering price and the number of shares of common stock to be
offered, we considered such factors as our financial condition, our net
tangible book value, limited operating history and general condition of the
securities market. Accordingly, the offering price of the common stock may
not indicate the actual value of our shares.

We are offering the shares of Common Stock to the public through our
officers and directors. We do not presently intend to use the services of any
broker dealer or investment banking firm.

There currently exists no public trading market for our Common Stock, and
we cannot assure you that such a market will develop in the future. In the
absence of an active public trading market, an investor may not be able to
liquidate his investment without considerable delay, if at all. If a market
does develop, the price for our securities may be highly volatile and may bear
no relationship to our actual financial condition or results of operation.

Our securities may be quoted on the OTC Electronic Bulletin Board or in
the "pink sheets" maintained by the National Quotations Bureau, Inc., which
reports quotations by brokers or dealers making a market in particular
securities. We have no agreement with any broker or dealer to act as a market
maker for our securities and there is no assurance that we will be successful
in obtaining any market makers. The lack of a market maker for our securities
could adversely influence the market for and price of our securities, as well
as your ability to dispose of, or to obtain accurate quotations as to the
price of, our securities.

Risks Associated with the Offering

Since we have arbitrarily determined the purchase price of the shares with no
input from an independent third party, the purchase price might not accurately
reflect the value of the shares.

Our board of directors has arbitrarily determined the offering price of
the shares. Since no underwriter or independent third party has been involved
in pricing the shares, we cannot assure you that this price accurately
reflects the value of the shares or that you will be able to resell your
shares at such price.

We do not plan to pay dividends in the foreseeable future.

We plan to retain earnings, if any, to provide funds for the operation
and expansion of our business and, accordingly, we have no present intention
to pay any dividends on our common stock. Any payment of future cash
dividends and the amounts thereof will be dependent upon our earnings,
financial requirements, and other factors deemed relevant by our board of
directors.

Our management will have discretionary authority over the use of proceeds of
this offering.

Our board of directors presently plan to use the proceeds from the sale
of the share for the purposes described in the Use of Proceeds section of this
prospectus, a number and a variety of factors may cause it to vary the use of
use those proceeds. Our board will have broad discretion over the use of
those proceeds, and we cannot assure you that such uses will not vary
substantially from our current intentions.

There is no public trading market for our common stock.

There currently exists no public trading market for our common stock, and
there can be no assurance that a public trading market will develop or be
sustained in the future. Without an active public trading market, you may not
be able to liquidate your investment without considerable delay, if at all.
If a market does develop, the price for our securities may be highly volatile
and may bear no relationship to our actual financial condition or results of
operations. Factors we discuss in this prospectus, including the many risks
associated with an investment in us, may have a significant impact on the
market price of our common stock.

Our securities are not listed on Nasdaq.

We have not applied to have our shares listed on Nasdaq, and do not plan
to do so in the foreseeable future. As a result, trading, if any, in our
securities will be conducted in the over-the-counter market on an electronic
bulletin board established for securities that do not meet Nasdaq listing
requirements, or in what are commonly referred to as the "pink sheets." As a
result, you will find it substantially more difficult to dispose of our
securities. You will also find it difficult to obtain accurate information
about, and/or quotations as to the price of, our common stock. Finally,
depending upon several factors, including the future market price of our
common stock, our securities are and may remain subject to the "penny stock"
rules.

No one has agreed to maintain a market in our stock.

Our securities may be quoted in the "pink-sheets" maintained by the
National Quotations Bureau, Inc., which reports quotations by brokers or
dealers making a market in particular securities. We have no agreement with
any broker or dealer to act as a market maker for our securities and there is
no assurance that we will be successful in obtaining any market makers. The
lack of a market maker for our securities could adversely influence the market
for and price of our securities, as well as your ability to dispose of, or to
obtain accurate information about, and/or quotations as to the price of, our
securities.

Our stock price may be volatile and, as a result, you could lose all or part
of your investment.

The market price of the common stock may decline below the initial public
offering price and this decline may be significant. The value of your
investment could decline due to the impact of any of the following factors
upon the market price of our common stock:

* failure to meet our product development and commercialization
milestones;

* demand for our common stock;

* revenues and operating results failing to meet the expectations of
securities analysts or investors in any quarter;

* downward revisions in securities analysts' estimates or changes in
general market conditions;

* technological innovations by competitors or in competing
technologies;

* investor perception of our industry or our prospects; or

* general technology or economic trends.

In addition, stock markets have experienced extreme price and volume
fluctuations, and the market prices of securities of technology companies have
been highly volatile. These fluctuations are often unrelated to operating
performance and may adversely affect the market price of our common stock. As
a result, investors may not be able to resell their shares at or above the
initial public offering price.

We may be subject to litigation if our stock price is volatile.

In the past, companies that have experienced volatility in the market
price of their stock have been the subjects of securities class action
litigation. We may be involved in a securities class action litigation in the
future. Such litigation often results in substantial costs and a diversion of
management's attention and resources and could harm our business, prospects,
results of operations, or financial condition.

There may be an adverse effect on the market price of our common stock as a
result of a significant number of shares being available for future sale by
our existing stockholders.

Future sales of a substantial amount of our common stock in the public
market, or the perception that these sales may occur, could adversely affect
the market price of our common stock from time to time. These future sales or
perceptions could also impair our ability to raise additional capital through
the sale of our equity securities after completion of the offering.

_______shares of common stock have been registered for sale or resale.
An additional _______ shares of presently outstanding common stock, and
2,589,815 shares of common stock that may be issued if shares of preferred
stock are converted, will become available for sale in the public market 90
days after the date of this prospectus. If a market for our securities should
develop, those shares will act as an "overhang" on the market, and will
probably prevent the price of the share to rise.

The tangible book value of our common stock will be substantially lower than
the offering price.

The initial public offering price will be substantially higher than the
pro forma as adjusted tangible book value per share of our outstanding common
stock. If you purchase our common stock in this offering, the shares you buy
will experience an immediate and substantial dilution in tangible book value
per share. The shares of common stock owned by our existing stockholders will
receive a material increase in the tangible book value per share. The
dilution to investors in this offering will be approximately $____ per share.
We also have outstanding warrants to purchase 2,058,903 shares of common
stock, including 1,843,254 warrants owned by our Directors, with exercise
prices significantly below the initial public offering price of the common
stock. To the extent these warrants are exercised, there will be substantial
further dilution to you as new investors in our common stock.

Provisions of Delaware law and of our charter laws may make a takeover more
difficult.

Provisions in our certificate of incorporation and by-laws and in the
Delaware corporate law may make it difficult and expensive for a third party
to pursue a tender offer, change in control or takeover attempt that is
opposed by our management and Board of Directors. Public stockholders who
might desire to participate in such a transaction may not have an opportunity
to do so. These anti-takeover provisions could substantially impede the
ability of public stockholders to benefit from a change in control or change
our management and Board of Directors.

Future issuances of our common stock could dilute current shareholders and
adversely affect the market if it develops.

We have the authority to issue up to 100,000,000 shares of common stock
and 50,000,000 shares of preferred stock and to issue options and warrants to
purchase shares of our common stock without shareholder approval. These
future issuances could be at values substantially below the price paid for our
common stock by our current shareholders. In addition, we could issue large
blocks of our common stock to fend off unwanted tender offers or hostile
takeovers without further shareholder approval.

Future sales of our common stock into the market may also depress the
market price of our common stock if one develops in the future. We have
issued common stock and options and warrants to purchase our common stock.
Sales of these shares of our common stock or the market's perception that
these sales could occur may cause the market price of our common stock to
fall. These sales also might make it more difficult for us to sell equity or
equity related securities in the future at a time and price that we deem
appropriate or to use equity as consideration for future acquisitions.

We may issue preferred stock that would have rights that are preferential to
the rights of the common stock.

An issuance of preferred stock could result in a class of outstanding
securities that would have preferences with respect to voting rights and
dividends and in liquidation over the common stock and could, upon conversion
or otherwise, have all of the rights of our common stock. Our Board of
Directors' authority to issue preferred stock could discourage potential
takeover attempts or could delay or prevent a change in control through
merger, tender offer, proxy contest or otherwise by making these attempts more
difficult or costly to achieve.

Legal Matters

The validity of the issuance of the shares we are offering will be passed
upon for us by Neuman & Drennen, LLC, Englewood, Colorado.

Experts

The audited consolidated financial statements as of and for the years
ended December 31, 1999 and 1998 of EC Power, Inc. and subsidiary included
herein and elsewhere in the registration statement have been audited by
Kempisty & Company, independent certified public accountants, to the extent
forth in their report (which describes an uncertainty as to the Company's
ability to continue as a going concern) appearing herein and elsewhere in the
registration statement. Such financial statements have been so included in
reliance upon the report of such firm given upon their authority as experts in
auditing and accounting.

Additional Information

We have filed a registration statement, including exhibits and schedules,
with the Commission pursuant to the Securities Act with respect to this
offering of our securities. This prospectus, which is a part of the
registration statement, does not contain all of the information included in
the registration statement. We refer you to the registration statement fur
further information about our securities, this offering, and us. Statements
in this prospectus about documents filed as exhibits to the registration
statement are necessarily summaries of these documents, and each of these
statements is qualified in its entirety by reference to the copy o the
applicable documents filed with the Commission. You may review a copy of the
registration statement, including exhibits, at the Commission's public
reference rooms at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 or Seven World Trade Center, 13th Floor, New York, New York 10048, or
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Please call the Commission at 1-800-SEC-0330 for further information on the
operation of the public reference rooms. The registration statement can also
be reviewed by accessing the Commission's Internet site at http://www.sec.gov.
--------------------

<PAGE>
<PAGE>
You should rely only on the information contained in this document or that we
have referred you to. We have not authorized anyone to provide you with
information that is different. This prospectus is not an offer to sell common
stock and is not soliciting an offer to buy common stock in any state where
the offer or sale is not permitted.
___________________________________________________________________________

No dealer, salesman, or any other
person has been authorized to give
any information or to make any
representations other than those
contained in this prospectus and,
if given or made, such information
or representations must not be relied
upon as having been authorized by the 2,000,000 Shares of Common Stock
Company. This prospectus does not
constitute an offer to sell or the
solicitation of any offer to buy any
security other than the shares of
common stock offered by this EC POWER INC.
prospectus, nor does it constitute an
offer to sell or solicitation of an
offer to buy the shares by anyone in
any jurisdiction in which such offer
or solicitation is not authorized, or
in which the person making such offer
or solicitation is not qualified to do
so, or to any person to whom it is
unlawful to make such offer or
solicitation. Neither the delivery of _____________________
this prospectus nor any sale made
hereunder shall, under any circumstances, PROSPECTUS
create any implication that information
contained herein is correct as of any
time subsequent to the date hereof.

Table of Contents
Page
Prospectus Summary 8
Risk Factors 11
Forward Looking Statements 21
Use of Proceeds 23
Dividend Policy 24
Capitalization 25
Dilution 26
Certain Market Information 28
Selected Financial Data 29
Management's Discussion and
Analysis of Financial
Condition and Results of
Operations 30
Our Background 33
Business 35
Management 50
Limitation on Directors'
Liability; Indemnification 57
Certain Transactions 59
Principal Shareholders 61
Description of Securities 64
Legal Matters 70
Experts 70
Additional Information 70
Index to Financial Statements F1

Until _____ (90 days after the date of this prospectus), all dealers effecting
transactions in the registered securities, whether or not participating in
this distribution, may be required to deliver a prospectus. This is in
addition to the obligation of dealers to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.

<PAGE>
<PAGE>
EC POWER, INC.
FINANCIAL STATEMENTS
DECEMBER 31, 1999
(and for the six months ended June 30, 2000 - Unaudited)

INDEX
-----
PAGE

INDEPENDENT AUDITORS' REPORT F2

CONSOLIDATED BALANCE SHEETS F3

CONSOLIDATED STATEMENTS OF OPERATIONS F5

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
DEFICIT F7-F9

CONSOLIDATED STATEMENTS OF CASH FLOWS F10-F12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F13-F25

<PAGE>
<PAGE>
KEMPISTY & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS, P.C.
---------------------------------------------------------------------------
15 MAIDEN LANE - SUITE 1003 - NEW YORK, NY 10038 - TEL (212) 406-7272 - FAX
(212) 513-1930

INDEPENDENT AUDITORS' REPORT

Board of Directors
EC Power, Inc.

We have audited the accompanying consolidated balance sheet of EC Power, Inc.
(the Company) as of December 31, 1999 and the related consolidated statements
of operations, changes in stockholders' deficit, and cash flows for the years
ended December 31, 1999 and December 31, 1998. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of EC Power, Inc. as of
December 31, 1999 and the results of its' operations and cash flows for the
years ended December 31, 1999 and December 31, 1998 in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 12 to the
financial statements, the Company's recurring losses from operations and
negative cash flows from operating activities raise substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 10. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.

Kempisty & Company
Certified Public Accountants PC
New York, New York
May 5, 2000

<PAGE>
<TABLE>
<CAPTION>
E.C. POWER, INC.
CONSOLIDATED BALANCE SHEETS

June 30, December 31,
2000 1999
---------- ----------
<S> <C> <C>
ASSETS (Unaudited)
Current Assets
Cash and cash equivalents $ 15,990 56,039
Accounts receivable, trade 37,499 101,560
Other receivable 332,548 383,942
Inventory 121,852 43,720
---------- ----------
Total Current Assets 507,889 585,261

Property plant and equipment net
of accumulated depreciation 62,978 80,387
Deferred charges 4,709 7,951
Prepaid expenses 5,446 4,585
Deposits 97,924 103,335
Deferred offering cost 19,000 19,000
Other assets 90,525 87,864
---------- ----------
Total Assets $ 788,471 888,383
========== ==========

LIABILITIES AND CAPITAL

Current Liabilities
Accounts payable and accrued
expenses $ 575,841 684,256
Deferred revenue 132,444 144,207
Due to related parties 73,935 50,925
Loan payable - 100,000
Stockholders' loans payable 199,806 158,426
---------- ----------
Total Current Liabilities 982,026 1,137,814

Commitments and contingencies - -
Minority interest 10,527 -

Stockholders' Equity (Deficit)
(Note 11)
Common stock, 100,000,000 shares
authorized at $.001 par value;
issued and outstanding
8,061,352 at June 30, 2000,
6,425,240 at December 31, 1999 8,061 6,425
Preferred stock 50,000,000 shares
in total authorized at $.01 par
value: Series A 5,000,000
shares authorized, issued and
outstanding 2,589,815 at June
30, 2000 and December 31, 1999 25,899 25,899
Capital in excess of par value 2,310,542 1,898,778
(Deficit) (2,596,014) (2,146,364)
Accumulated comprehensive income 47,430 (34,169)
---------- ----------
Stockholders' (Deficit) (204,082) (249,431)
---------- ----------
Total Liabilities and Capital $ 788,471 888,383
========== ==========

</TABLE>

See Notes to Financial Statements.

<PAGE>
<PAGE>
<TABLE>
<CAPTION>
EC POWER, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

For the Six Months For the Year Ended
Ended June 30, December 31,
2000 1999 1999 1998
---- ---- ---- ----
(Unaudited)
<S> <C> <C> <C> <C>

Sales revenues $ 187,965 $ 257,194 $ 454,888 $ 539,036

Cost of sales 114,352 140,112 196,474 121,963
----------- ---------- ---------- ----------

Gross profit 73,613 117,082 258,414 417,073

Stock compensation
(Note 9) - - 199,059 403,931
Research and
development 76,953 80,449 150,111 175,495
General and
administrative
expenses 481,073 367,238 771,808 764,666
----------- ---------- ---------- ---------
-
558,026 447,687 1,120,978 1,344,092

Loss from
operations (484,413) (330,605) (862,564) (927,019)

Other income and
expenses
Interest income - 63 287 964
Interest expense (5,067) (1,802) (37,768) (79,880)
----------- --------- ---------- ----------

Loss before taxes
and minority
interest (489,480) (332,344) (900,045) (1,005,935)

Minority interest
share of loss 18,154 - - -
Benefit (Provision)
for income
taxes 21,676 8,429 54,035 (1,780)
----------- --------- ---------- ----------

Net (loss) (449,650) (323,915) (846,010) (1,007,715)

Other comprehensive
income(loss)
Foreign currency
translation
adjustment 81,599 26,900 (14,129) (5,612)
----------- --------- ---------- ----------

Comprehensive
(loss) $(368,051) $(297,015) $ (860,139) $(1,013,327)
=========== ========== ========== ============

Basic and diluted
(loss) per share
Net loss $ (0.07) $ (0.09) $ (0.20) $(0.29)
Foreign currency
translation
adjustment 0.01 0.01 0.00 0.00
----------- --------- ---------- ------------

Comprehensive
(loss) per share $ (0.06) $ (0.08) $ (0.20) $ (0.29)
=========== ========== ========== ============

Basic and diluted
average shares
outstanding 6,635,849 3,513,319 4,306,760 3,513,319
=========== ========== ========== ============

</TABLE>

See Notes to Financial Statements.

<PAGE>
<PAGE>
<TABLE>
<CAPTION>
EC POWER, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT)
YEAR ENDED DECEMBER 31, 1999
(AND FOR THE SIX MONTHS ENDED JUNE 30, 2000 (UNAUDITED))

Common Stock Preferred Stock Capital in
($0.001 par value) ($0.01 par value) Excess of
Shares Amount Shares Amount Par Value Deficit
-------- --------- ------ ------ ---------- --------
<S> <C> <C> <C> <C> <C> <C>

Balance January 1,
1998 2,936,193 $ 2,936 - $ - $ 256,480 $ (292,639)

Proceeds from sale
of treasury stock 894,310 894 - - 205,954 -

Shares issued for
services 1,704,603 1,705 - - 332,226 -

Shares issued for
interest expense 357,252 357 - - 69,643 -

Loss for year ended
December 31, 1998 - - - - - (1,007,715)

Comprehensive (loss) - - - - - -

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

Balance December 31,
1998 5,892,358 5,892 0 0 864,303 (1,300,354)

Proceeds from sale of
treasury stock - - - - 42,058 -

Proceeds from sale of
preferred stock - - 2,126,850 21,269 552,981 -

Shares issued in
settlement of loans
payable 648,515 649 462,965 4,630 265,042 -

Shares issued in
settlement of
interest expense 93,139 93 - - 24,168 -

Shares issued for
services 375,001 375 - - 174,684 -

Retirement of treasury
stock (583,773) (584) - - (24,458) -

Loss for year ended
December 31, 1999 - - - - - (846,010)

Comprehensive (loss) - - - - - -

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

Balance December 31,
1999 6,425,240 6,425 2,589,815 25,899 1,898,778 (2,146,364)

Proceeds from sale of
common stock 1,231,112 1,231 - - 331,169 -

Shares issued in
settlement of
interest 30,000 30 - - 5,970 -

Shares issued in
settlement of
loans payable 375,000 375 - - 74,625 -

Loss for six months
ended June 30,
2000 - - - - - (449,650)

Comprehensive income - - - - - -

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

Balance June 30,
2000 8,061,352 $ 8,061 2,589,815 $ 25,899 $2,310,542 $(2,596,014)
============ ============ ========== ========== =========== ===========

<PAGE>
<PAGE>
EC POWER, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT)
YEAR ENDED DECEMBER 31, 1999
(AND FOR THE SIX MONTHS ENDED JUNE 30, 2000 (UNAUDITED))

(Continued)

Accum-
ulated
Compre-
Treasury Stock hensive
Shares Amount (Loss) Total
------ ------ ------- -----
<S> <C> <C> <C> <C>

1,093,965 $ (46,927) $ (14,428) $ (94,578)

- - - 206,848

- - - 333,931

- - - 70,000

- - - (1,007,715)

- - (5,612) (5,612)
------------ ----------- ------------ -------------

1,093,965 (46,927) (20,040) (497,126)

(185,192) 7,944 - 50,002

- - - 574,250

- - - 270,321

- - - 24,261

(325,000) 13,941 - 189,000

(583,773) 25,042 - 0

- - - (846,010)

- - (14,129) (14,129)
--------- ----------- ------------ -------------

0 0 (34,169) (249,431)

- - - 332,400

- - - 6,000

- - - 75,000

- - - (449,650)

- - 81,599 81,599
------------ ----------- ------------ -------------

0 $ 0 $ 47,430 $ (204,082)
============ =========== ============ =============

</TABLE>

See Notes to Financial Statements.

<PAGE>
<PAGE>
<TABLE>
<CAPTION>
EC POWER, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months For the Year Ended
Ended June 30, December 31,
2000 1999 1999 1998
---- ---- ---- -----
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Operating Activities
--------------------
Net (loss) $ (449,650) $(323,915) (846,010) $ (1,007,715)
Adjustments to
reconcile net
(loss) to net cash
used by operating
activities:
Depreciation and
amortization 62,292 80,112 63,859 53,659
Expenses paid for by
issuance of stock 6,000 - 226,877 403,931
Changes in operating
assets and
liabilities:
(Increase) decrease
in accounts
receivable 64,061 37,994 39,144 (53,672)
(Increase) decrease
in other
receivables 81,699 122,393 54,290 (162,148)
(Increase) decrease
in deferred charges 3,242 9,808 16,976 (8,490)
(Increase) decrease
in prepaid expenses (861) 4,873 1,863 466
(Increase) decrease in
inventory (78,132) 4,964 6,441 11,804
(Increase) decrease
in other assets (1,553) 26,486 13,395 (13,547)
(Increase) decrease
in deposits 5,411 (107,823) (103,335) -
(Increase) decrease
in deferred offering
cost - - (19,000) -
Increase (decrease)
in accounts payable,
accrued expenses and
other liabilities (29,348) 166,468 (276,660) 302,538
Increase (decrease)
in deferred revenue - 94,488 1,267 46,441
Increase (decrease)
in due to related
parties 23,010 - (48,071) 48,071
----------- --------- --------- -------------
Net cash (used)
by operating
activities (313,829) 115,848 (868,964) (378,662)

Investing Activities
--------------------
Investment in Neft - (35,500) (46,927) -
Purchase of fixed
assets - - (16,876) (56,983)
----------- -------------------- -------------
Net cash (used) by
investing activities 0 (35,500) (63,803) (56,983)

Financing Activities
--------------------
Increase (decrease)
in shareholder loans 41,380 (59,734) 276,606 152,141
(Decrease) in other
loans (100,000) (20,000) 80,000 20,000
Sale of common stock 332,400 - - 206,848
Sale of preferred
stocks - - 574,250 -
Sale of Treasury
Stock - - 57,946 -
----------- -------------------- ------------

Net cash provided by
financing
activities 273,780 (79,734) 988,802 378,989
----------- -------------------- -------------
Increase
(decrease) in cash (40,049) 614 56,035 (56,656)
Cash at beginning
of period 56,039 4 4 56,660
----------- ---------- --------- -------------
Cash at end of
period $ 15,990 $ 618 56,039 $ 4
=========== ==================== =============

Supplemental Disclosures
of Cash Flow Information:
Cash paid during year
for:
Interest $ 5,067 $ 1,802 27,709 $ 10,652
----------- ---------- --------- -------------
Income taxes
(benefits) $ (21,676) $ (8,429) (54,035) $ 2,063

</TABLE>

<TABLE>
<CAPTION>
For the Six For the For the
Months Ended Year Ended Year Ended
June 30, December 31, December 31,
2000 1999 1998
----------- ------------ ---------
(Unaudited)
<C> <C> <C>
Supplemental Disclosures of Cash
--------------------------------
Flow Information
----------------

Non-cash investing and
financing activities:
Issuance of common
stock for services $ - $ 189,000 $ 333,931

Issuance of common stock
for interest expense $ 6,000 $ 24,261 $ 70,000

Issuance of common stock
for settlement of loans
payable $ 75,000 $ - $ -
Issuance of common stock
and preferred stock for
settlement of loans
payable $ - $ 270,321 $ -

</TABLE>

See Notes to Financial Statements.

<PAGE>
<PAGE>
EC POWER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts and Disclosures at and for the Six Months
Ended June 30, 2000 and 1999 Are Unaudited)

Note 1- DESCRIPTION OF BUSINESS

EC Power, Inc (the "Company") was incorporated in Delaware on March 25,
1999. On March 29, 1999 the Company acquired all the membership
interests of EC Power LLC for an exchange of stock.

In April, 1999 the Company merged with Neft Acquisition Corp. ("Neft"), a
shell corporation having no assets or operations. EC Power, Inc. became
the surviving entity.

The Company is engaged in the development of PEM (Proton Exchange
Membrane) fuel cells and Ni-Zn batteries and performs applied research
and development in electrochemistry.

In late 1997, the shareholders of Sorapec S.A. agreed to issue and sell
to the founders of EC Power, LLC. 35,000 new shares representing a 90%
stake in Sorapec S.A., the balance of the shares being held by key
employees.

For accounting purposes, the acquisition has been treated as an
acquisition of EC Power, Inc. by Sorapec S.A. and as a recapitalization
of Sorapec S.A. The historical financial statements prior to January 1,
1998 are those of Sorapec S.A. giving effect to the acquisition as if the
acquisition took place on January 1, 1997.

In March 2000, the Company purchased additional Sorapec shares for
$25,000 and converted $989,684 of loans, which increased its ownership
interest in Sorapec S.A. to 94%.

Note 2- SIGNIFICANT ACCOUNTING POLICIES

a. Principles of Consolidation

The consolidated financial statements include the accounts of EC Power,
Inc. and its 94% (in 2000) and 90% (in 1999) owned subsidiary Sorapec
S.A. All significant intercompany accounts and transactions are
eliminated in consolidation. The Sorapec S.A. minority interest had no
value in 1999 since there was a deficit in Sorapec's stockholders' equity
but with the recapitalization in March, 2000, a $28,681 minority interest
was created. Subsidiary losses in excess of the unrelated investors'
interest are charged against the Company's interest.

b. Use of Estimates

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

c. Cash and Cash Equivalents

The Company generally classifies as cash equivalents all highly liquid
instruments with a maturity of three months or less at the time of
purchase.

d. Property, Plant and Equipment

Property and equipment are accounted for at cost and are depreciated over
their estimated useful lives on a straight-line basis.

e. Research and Development Costs

Research and development costs are charged to operations as incurred.
Machinery, equipment and other capital expenditures which have
alternative future use beyond specific research and development
activities are capitalized and depreciated over their estimated useful
lives.

f. Revenue Recognition

The Company recognizes revenue from product sales upon shipment to the
customer. Services revenue is recognized when services are performed and
billable. Revenues from maintenance and extended warranty agreements are
deferred and recognized ratably over the term of the agreement.

g. Income Taxes

The Company previously adopted Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes", ("SFAS No.109") which
requires the asset and liability method of accounting for income taxes.
Enacted statutory tax rates are applied to temporary differences arising
from the differences in financial statement carrying amounts and the tax
basis of existing assets and liabilities. Due to the uncertainty of the
realization of income tax benefits, (Note 8), the adoption of SFAS 109
had no effect on the financial statements of the Company.

h. Foreign Currency Translation

Financial statements of foreign subsidiaries are translated into U.S.
dollars at current rates, except that revenues, costs and expenses are
translated at average current rates during each reporting period. Net
exchange gains or losses resulting from the translation of foreign
financial statements are accumulated and credited or charged directly to
a separate component of stockholders' equity.

i. Fair Value of Financial Instruments

The Company's cash represents a financial instrument as defined by
Statement of Financial Accounting Standards No. 107, "Disclosures About
Fair Value of Financial Instruments." The carrying value of this
financial instrument is a reasonable approximation of fair value, due to
its current maturity.

j. Earnings (Loss) Per Common Share

During 1998 the Company adopted SFAS No. 128, "Earnings Per Share"' which
requires the reporting of both basic and diluted earnings per share. Net
income per share-basic is computed by dividing income available to common
shareholders by the weighted average number of common shares outstanding
for the period. Shares issuable under conversion of preferred stock and
stock warrants are excluded from computations as their effect is
antidilutive.

k. Comprehensive Income

Effective January 1, 1998 the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS No.
130"). SFAS No. 130 requires an entity to report comprehensive income and
its components and increases financial reporting disclosures.

Comprehensive income is the total of (1) net income plus (2) all other
changes in net assets arising from non-owner sources. The Company has
presented a statement of operations that includes other comprehensive
income.

l. Interim Reporting

The accompanying financial information as of June 30, 2000 and for the
six months ended June 30, 2000 and 1999 is unaudited and, in the opinion
of management, all adjustments, consisting only of normal recurring
adjustments considered necessary for a fair presentation, have been
included. Operating results for any interim period are not necessarily
indicative of the results for any other interim period or for an entire
year.

Note 3- INVENTORY

<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
---- ----
<S> <C> <C> <C>
Work in progress $ 121,852 $ 3,720
Raw materials - -
Finished goods - -
----------- -----------
121,852 43,720
=========== ===========

</TABLE>

Note 4- PROPERTY AND EQUIPMENT

Equipment and leasehold consists of the
following: June 30, December 31,
2000 1999
<S> <C> <C>
Lab equipment $ 420,935 $ 454,823
Office furniture and equipment 58,542 63,255
Lab improvements 205,515 222,060
Other in progress 13,369 14,445
----------- -----------
698,361 754,583
----------- -----------

Less: Accumulated depreciation
and amortization:
Lab equipment 400,781 425,263
Office furniture and equipment 50,105 53,166
Lab improvements 184,497 195,767
Other in progress - -
----------- -----------
635,383 674,196
----------- -----------
$ 62,978 $ 80,387
=========== ===========
</TABLE>

Note 5- LOANS PAYABLE
Loans payable were as follows:

<TABLE>
<CAPTION>
Balance Balance
Origination Interest Due June 30, December 31,
Date Rate Date 2000* 1999
<S> <C> <C> <C> <C> <C>

01/11/99 6% 01/10/00 $ 25,000 100,000(1)
----------- ---------
$ 25,000 $ 100,000

</TABLE>

* Loan now classified as stockholder loans.

(1) The loan payable to Solar Energy Limited of $100,000 that was due on
January 10, 2000 was not paid and was in default. The Company negotiated
with Solar Energy Limited to convert the $50,000 loan into 250,000 shares
of common stock of the Company. Another stockholder paid Solar Energy
Limited $25,000 in exchange for 125,000 shares of common stock of the
Company. The Company paid the $6,000 in interest by the issuance of
30,000 shares of common stock. The $25,000 balance became due in July
2000 and was paid when due.

Note 6- STOCKHOLDERS LOANS PAYABLE

<TABLE>
<CAPTION>
June 30, December 31,
Stockholder loans payable were 2000 1999
as follows: ---- ----
<S> <C> <C>
Chairman of the
Board 10% Demand Loan(1)$ 83,426 $ 83,426
President 10% Demand Loan(1) 26,380 10,000
Other
stockholders 14% Demand Loan(2) 50,000 50,000
Solar 6% Demand Loan(3) 25,000 -
Other
stockholders 10% Demand Loan(1) 15,000 15,000
----------- ------------
$ 199,806 $ 158,426
============= =============
</TABLE>

(1) Interest payable in shares of common stock, at $0.27 per share for
1999 and $0.27 per share for 2000.

(2) These stockholders received thirty five percent (35%) of a
membership interest in EC Power LLC as additional interest expense
for their loans to the Company.

(3) See loans payable.

Note 7- FAIR VALUE OF FINANCIAL INSTRUMENTS
The following estimated fair value amounts have been determined using
available market information and appropriate valuation methodologies.
However, considerable judgment is necessarily required in interpreting
market data to develop the estimates of fair value.

Accordingly, the estimates presented herein are not necessarily
indicative of the amounts that the Company could realize in a current
market exchange. The use of different market assumptions and/or
estimation methodologies may have a material effect on the estimated fair
value amounts.

<TABLE>
<CAPTION>
December 31, 1999
Carrying
Assets: Amount Fair Value
------ ----------
<S> <C> <C> <C>
Cash and cash equivalents $ 56,039 $ 56,039
Accounts receivable 101,560 101,560
Other receivable 383,942 383,942

June 30, 2000
Carrying
Assets: Amount Fair Value
------ ----------
Cash and cash equivalents $ 15,990 $ 15,990
Accounts receivable 37,499 37,499
Other receivable 302,243 302,243

</TABLE>

The carrying amounts of cash and cash equivalents, accounts receivable
and other receivable are a reasonable estimate of their fair value
because of the short maturity of those instruments.

Note 8- INCOME TAXES

The provision (benefit) for income taxes consisted of the following (in
thousands):

Six Months ended June 30, Year ended December 31,
2000 1999 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Current:
Federal tax
expense $ (70) $ (5) $ (288) $ (346)
State tax
expense (10) (1) (42) (50)
Foreign R&D
credit 22 8 54 -
Deferred:
Federal tax
expense 70 5 288 346
State tax
expense 10 1 42 50
Foreign R&D
credit - - - -
---------- ---------- ---------- ----------
$ 22 $ 8 $ 54 $ -
========== ========== ========== ==========

</TABLE>

A reconciliation of differences between the statutory U.S. federal
income tax rate and the Company's effective tax rate follows:

Six Months ended June 30, Year ended December 31,
2000 1999 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Statutory federal
income tax 34% 34% 34% 34%
State income tax
-net of
federal
benefit 5% 5% 5% 5%
Valuation
allowance -39% -39% -39% -39%
---------- ---------- ---------- ----------
0% 0% 0% 0%
========== ========== ========== ==========

</TABLE>

The components of deferred tax assets and liabilities were as follows
(in thousands):

<TABLE>
<CAPTION>
June 30, December 31,
Deferred tax assets: 2000 1999
---- ----
<S> <C> <C>
Net operating loss
carryforward $ 866 $ 786
----------- -----------
Total deferred tax assets 866 786
Valuation allowance (866) (786)
----------- -----------
Net deferred tax assets $ - $ -
=========== ===========

</TABLE>

SFAS No, 109 requires a valuation allowance to be recorded when it is
more likely than not that some or all of the deferred tax assets will not
be realized. At June 30, 2000 and December 31, 1999, a valuation
allowance for the full amount of the net deferred tax asset was recorded
because of continuing losses and uncertainties as to the amount of
taxable income that would be generated in future years.

The Company recognized a loss for the period ended June 30, 2000 and for
the year ended December 31, 1999. The amount of available additional net
operating loss carryforwards are approximately $80,000 for 2000, $375,000
for 1999 and $464,000 for 1998. The net operating loss carryforwards, if
not utilized, will expire in the years 2013 through 2020. The net
operating loss of the Company's foreign subsidiary may not be used to
offset any income earned by the Company. Additionally the foreign
subsidiary is claiming all refundable income tax credits resulting from
its operating losses.

Note 9- RELATED PARTY TRANSACTIONS

The Chairman of the Board and stockholder of the Company loaned money to
the Company for the purpose of providing working capital. The loan is
payable on demand and bears interest at a rate of 10% per annum. The
interest is payable in shares of the Company's common stock. As of June
30, 2000 and December 31, 1999, the Company owed a balance of
approximately $83,000 to its Chairman of the Board. Additionally, other
officers and stockholders of the Company loaned money to the Company for
the purpose of providing working capital. These loans bear interest at a
rate of 10% per annum that is payable in cash or in shares of the Company
stock.

During the first six months of 2000, the President purchased 759,261
shares of common stock for $205,000. Other stockholders purchased
471,851 shares of common stock for $127,400. In addition, the Company
issued 250,000 shares of common stock to settle $50,000 of loans payable
and issued 125,000 shares of common stock to another stockholder who
paid $25,000 directly to the lender. The Company issued 30,000 shares of
common stock to pay the interest due on the above loan.

During 1999, the Chairman of the Board converted $50,000 of loans into
250,000 shares of common stock and $25,000 of loans into 92,593 shares of
preferred stock. In addition, two corporations controlled by the
Chairman of the Board converted $15,000 and $60,241 of accounts payable
into 74,401 and 223,114 shares of common stock, respectively. The
President of the Company converted $40,000 of loans into 148,148 shares
of preferred stock. Two other shareholders converted $20,000 of loans
into 100,000 shares of common stock.

In 1999, the Chairman of the Board and the President received 12,500
shares and 20,000 shares respectively of common stock as a fee for their
conversion of loans into preferred stock. The common stock was valued at
$3,375 and $5,400, respectively.

During 1998, EC Power, LLC issued to its officers a membership interest
for services rendered by those officers. The LLC interest was converted
to shares of EC Power, Inc. common stock and distributed to the following
officers of the Company who formerly were officers of the LLC.

<TABLE>
<CAPTION>
Shares Valued at
------ ---------
<S> <C> <C> <C>
Chairman of the Board 542,513 $ 106,278
President 426,151 83,483
Chief Executive Officer 542,002 106,178
Director 193,937 37,992
----------- -----------
1,704,603 $ 333,931
=========== ===========

Also, during 1998, EC Power, LLC issued membership interests for interest
expense to stockholders of the Company which were converted to shares of
common stock by the stockholders.

357,252 $ 70,000
=========== ===========

</TABLE>

During 1999, the Company issued shares of common stock for the payment of
interest expense to the following officers and stockholders of the
Company:

<TABLE>
<CAPTION>
Shares Valued at
------ ---------
<S> <C> <C> <C>
Chairman of the Board 38,160 $ 9,918
President 10,607 2,392
Other stockholders 7,116 1,892
----------- -----------
55,883 $ 14,202
=========== ===========

</TABLE>

In 1999, the Company issued shares of common stock for the payment of
compensation to the following officers and stockholders of the Company:

<TABLE>
<CAPTION>
Shares Valued at
------ ---------
<S> <C> <C> <C>

Chairman of the Board 55,556 $ 15,000
President 92,593 25,000
Chief Executive Officer 148,148 40,000
Director 74,074 20,000
-------- ------------
370,371 $ 100,000

</TABLE>

In 1999 and 1998, the Company issued warrants to purchase common stock of
the Company at $0.27 and $0.20 per share, respectively, to the following
officers and stockholders of the Company:

2000 1999 1998
Warrants Warrants Warrants
-------- -------- --------
<S> <C> <C> <C>
Chairman of the Board 39,625 286,311 172,502
President 99,000 185,261 89,313
Chief Executive Officer 149,000 296,519 151,577
Director 76,083 148,004 126,059
----------- ----------- ----------
363,706 916,095 539,451
=========== ===========

</TABLE>

The President of the Company is due $50,925 for placement fees in 1999.

Note 10- COMMITMENTS AND CONTINGENCIES

Cash flows from operating activities are insufficient to meet the Company's
cash flow requirements. The Company is extremely dependent on its majority
stockholders contributing capital and outside financing to enable the
Company to continue operating. The majority stockholders of the Company
intend to finance the Company until the Company can generate sufficient cash
flows to maintain itself.

Note 11- STOCKHOLDERS' EQUITY

Prior to incorporation, EC Power, LLC had issued 6.884 membership
interests and owned 22,255 of the 38,900 shares outstanding of Sorapec
S.A. ("Sorapec"). 3,900 of Sorapec shares were owned by employees and
the remaining 12,745 were held by other investors who were committed to
exchange the shares for an additional 2.913 membership interest in EC
Power, LLC, bringing the total membership interest to 9.797.

In November 1997, the shareholders of Sorapec agreed to issue and sell to
the founders of EC Power, LLC. 35,000 new shares representing a 90%
stake in Sorapec, the balance of the shares being held by key employees.
To facilitate this, Sorapec effected a reorganization, thereby reducing
its outstanding shares to 3,900 with corresponding reduction in capital
of $649,990 and deficit of $703,504. The issuance of 35,000 new shares
to EC Power, LLC was effected in two equal transactions in March 1998 and
September 1998, resulting in a net capital increase of approximately
$530,000.

In March 2000 EC Power, Inc. purchased new shares in Sorapec S.A. for
$25,000 and converted $989,684 of loans for new shares, thereby
increasing their ownership interest in Sorapec to 94%.
During 2000, the Company sold 1,231,112 shares of common stock to some of
its stockholders for $332,400. The Company also issued 375,000 shares of
common stock to settle $75,000 in loans and 30,000 shares of common stock
to settle $6,000 in interest expense.

EC Power, Inc. shares issued in exchange for Membership Interests:

Following the incorporation of EC Power, Inc. on March 25, 1999, with
authorized capital stock consisting of 100,000,000 shares of $0.001 par
value common stock, the Company authorized the issuance of 4,999,933
shares to be exchanged against the 9.797 Membership interests (6.884 +
2.913) held by all Members following conversion, on the basis of 510.360
shares of EC Power, Inc. per interest, pro rata. For accounting purposes
this transaction and the prior transactions are accounted for as an
acquisition of EC Power, Inc. by Sorapec. The historical financial
statements presented are restated to reflect the acquisition as if it
took place on January 1, 1997. The Company issued 950,469 shares of
common stock in March, 2000 to the former stockholders of Sorapec.

Neft Acquisition Corp.
----------------------

Neft Acquisition Corp. ("Neft") was incorporated in Delaware in October
1997 and never had any business operations prior to the merger with EC
Power, Inc. As of March 30, 1999, Neft had 1,081 stockholders of record,
no assets and no liabilities. The authorized capital stock of Neft
consisted of 20,000,000 shares of $0.001 par value common stock, of
which 8,573,337 was validly issued and outstanding. On March 22, 1999,
seven stockholders of Neft agreed to sell a total of 6,858,670 shares to
EC Power, Inc. for an aggregate amount of $35,500. On March 26, 1999,
the Board of directors of Neft and the holders of a majority of Neft
shares (EC Power, Inc.) approved the issuance and sale, to EC Power,
Inc., of 11,426,663 new Neft shares for $11,427. Following approval by
the Board of Directors of both Neft and EC Power, Inc., Neft was then
merged with and into EC Power, Inc. The effective date of the merger was
April 5, 1999. As a result of the merger, EC Power, Inc. was the
surviving corporation and Neft ceased to exist as a separate corporate
entity. The investment in Neft by EC Power, Inc. caused a reduction in
EC Power, Inc.'s capital of $46,927.

Under the terms of the merger, all stockholders of Neft are entitled to
receive one share of EC Power, Inc. common stock for every fourteen
shares of Neft common stock owned. Accordingly, EC Power, Inc. issued
1,428,571 shares to the Neft stockholders in exchange for their Neft
shares. This transaction created 1,093,965 shares of Treasury Stock.
The Company then sold 185,192 shares of common stock from the Treasury
for gross proceeds of $50,002.

In connection with the issuance of the convertible preferred stock, the
Company issued 325,000 shares of common stock from the Treasury valued at
$87,750 as additional consideration for purchasing the preferred stock.
At the year end, the Company retired the balance of 583,773 shares of
Treasury Stock.

In 1998, EC Power, LLC ("LLC") issued 3.34 membership interest in LLC to
the promoters of LLC for services. This interest was converted to
1,704,603 shares of common stock of the Company.

Also, in 1998, LLC issued .70 membership interest in LLC for interest
expense. This converted to 357,252 shares of common stock of the
Company.

In 1999 the Company issued 648,515 shares of common stock to pay $145,321
of loans payable and 55,883 shares of common stock in payment of $14,202
of interest expense.

The Company also issued 375,001 and 37,256 shares of common stock for
compensation and additional interest valued at $101,250 and $10,059,
respectively.

Series A Convertible Preferred Stock
------------------------------------

In June 1999, the Company authorized 5,000,000 shares of Series A
Convertible Preferred Stock ("Preferred Stock"), $0.01 par value. The
Preferred Stock has a cumulative annual dividend of $0.0135 per share and
restricts the payment of dividends to holders of Common Stock if any
Preferred Stock dividends are in arrears. The Series A Convertible
Preferred Stock has liquidation rights of $0.27 per share plus an amount
equal to all accrued and unpaid dividends.

Stockholders of both common and preferred Stock have equal voting rights

The preferred stock is convertible into common stock of the Company at
the rate of one share of preferred stock for each share of common stock
subject to certain adjustments.

Private Placement of Series A Convertible Preferred Shares
----------------------------------------------------------

During 1999 the Company sold in a private placement 2,126,850 shares of
Series A Convertible Preferred Stock at $0.27 per share for gross
proceeds of $574,250.

The Company also issued 462,965 shares of the Series A Convertible
Preferred Stock for payment of a $125,000 loan.

See Note 9 Related Party Transactions.

Common Stock Warrants
---------------------

During 1999, warrants to purchase 1,054,169 shares of common stock at
$0.27 were granted. The exercise price was equal to the current market
price of the stock on the date issued. All warrants expire five years
after the date of issue, if not exercised.

Warrants to purchase 2,058,903 shares of common stock were exercisable at
June 30, 2000. The per share exercise prices of these warrants are as
follows at December 31, 1999 and June 30, 2000:

<TABLE>
<CAPTION>
Year of Exercise Year of
Issue Shares Price Expiration
------- ------ -------- ----------
<S> <C> <C> <C> <C>
1998 617,026 0.20 2003
1999 1,054,169 0.27 2004
2000 387,708 0.27 2005
---------
2,058,903
=========
</TABLE>

The following is a summary of warrant transactions:

<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
---------- ----------
<S> <C> <C> <C>
Outstanding at beginning of
period 1,671,195 617,026
Granted during the period 387,708 1,054,169
----------- -----------
Outstanding and eligible
for exercise 2,058,903 1,671,195
========== ==========
</TABLE>

Note 12- GOING CONCERN MATTERS

The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. As shown
in the financial statements for the years ended December 31, 1998, 1999
and the six months ended June 30, 2000, the Company incurred losses from
operations of $1,007,715, $846,010 and $449,650, respectively and
generated negative cash flows from operations of $378,662, $868,964 and
$313,829 respectively. Additionally, the Company is financing operations
with short term demand notes which if called would have an adverse
effect on company operations. These factors indicate that the Company
will be unable to continue as a going concern.

The financial statements do not include any adjustments relating to the
recoverability and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern. The
Company's continuation as a going concern is dependent upon its ability
to generate sufficient cash flow to meet its obligations on a timely
basis and to obtain additional financing or refinancing as may be
required to ultimately attain profitability. The Company is also
actively pursuing additional equity financing through stock sales and
when necessary, management has lent the Company money for working
capital.

Note 13- COMPREHENSIVE INCOME (LOSS)

Accumulated other comprehensive income (loss) consists of the following:

<TABLE>
<CAPTION>
June 30, December 31,
2000 1999 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Foreign currency
translation
adjustment $ 81,599 $ 26,900 $ (14,129) $ (5,612)

</TABLE>

A summary of the components of other comprehensive income (loss) for the
six months ended June 30, 2000 and 1999 is as follows (unaudited):

<TABLE>
<CAPTION>
Before-Tax Income After-Tax
Amount Tax Amount
------ --- ------
<S> <C> <C> <C>
June 30, 2000
-------------
Net foreign currency
translation $ 81,599 $ - $ 81,599
---------- ---------- -----------
Other comprehensive
income $ 81,599 $ - $ 81,599
=========== ========== ===========

Before-Tax Income After-Tax
Amount Tax Amount
------ --- ------
June 30, 1999
-------------
Net foreign currency
translation $ 26,900 $ - $ 26,900
---------- ---------- -----------
Other comprehensive
income $ 26,900 $ - $ 26,900
=========== ========== ===========

A summary of the components of other comprehensive income (loss) for the
years ended December 31, 1999 and 1998 is as follows:

Before-Tax Income After-Tax
Amount Tax Amount
------ --- ------
December 31, 1999
-----------------
Net foreign currency
translation $ (14,129) $ - $ (14,129)
---------- ---------- -----------
Other comprehensive
income $ (14,129) $ - $ (14,129)
=========== ========== ===========

Before-Tax Income After-Tax
Amount Tax Amount
------ --- ------
December 31, 1998
-----------------
Net foreign currency
translation $ (5,612) $ - $ (5,612)
---------- ---------- -----------
Other comprehensive
income $ (5,612) $ - $ (5,612)
=========== ========== ===========

</TABLE>

Note 14- STOCK OPTIONS

In 1999 the Company adopted the 1999 Equity Incentive Plan (the "1999
Plan") under which 1,000,000 shares of common stock are available for
issuance with respect to awards granted to officers, management, other key
employees of the Company, directors and consultants.

Under the 1999 Plan the option price may not be less than the market value
of the Company's stock at the time the option is granted. Options granted
under the 1999 Plan will vest in accordance with the option agreement
determined by the Board of Directors at the time of the option grant.
Replacement options may be granted under the 1999 Plan in connection with a
participant's payment of part or all of the exercise price of a stock
option with previously acquired shares of common stock.
On December 31, 1999 the Company granted 300,000 options with an exercise
price of $0.27 per share to key employees under the 1999 plan that were
fully vested and immediately exercisable. The options expire five years
from the date of grant.

On December 31, 1998 the Company granted 255,180 options with an exercise
price of $0.20 to key employees.

Information with respect to all stock options is summarized below.

1999 Plan Other Total
---------- -------- ---------
<S> <C> <C> <C>
Outstanding at January 1,1998 - - -
Granted - 255,180 255,180
---------- -------- ---------
Outstanding at December 1,1998 0 255,180 255,180
Granted 300,000 - 300,000
---------- -------- ---------
Outstanding at December 31,
1999 300,000 255,180 555,180
========== ======== =========

</TABLE>

The Company applies ABP Opinion 25 and related interpretations in accounting
for stock options. Accordingly, no compensation cost related to options has
been reorganized in the consolidated statements of operations. Under SFAS No.
123, compensation cost is measured at the grant date based on the fair value
of the award and is recognized as compensation expense over the vesting or
service period. Had compensation cost for the plan been determined consistent
with SFAS No.123, the Company's net loss and earnings per share would not have
changed.

<PAGE>
<PAGE>
[Alternate Page for Selling Shareholders' Prospectus]

Prospectus

EC Power, Inc.
10,175,537 Shares of Common Stock

This is an offering of shares of the common stock of EC Power, Inc. by
persons who were issued shares of our common stock in prior transactions.

At the same time that this offering will begin, we are offering an
additional 2,000,000 shares of our common stock to the public.

Investing in our common stock involves a high
degree of risk. You should read the "Risk
Factors" beginning on Page __.

The date of this prospectus is __________, 2000

<PAGE>
<PAGE>
[Alternate Page for Selling Shareholders' Prospectus]

About The Offering

* This is an offering of shares of our common stock by persons who
were issued shares of our common stock. We refer to these persons
as selling shareholders in this prospectus. We are registering the
common stock covered by this prospectus in order to fulfill
obligations we have under agreements with the selling shareholders.

* The selling shareholders may offer their shares from time to time
either in privately negotiated transactions and, if a public trading
market develops for our common stock, then in public market
transactions.

* We will not receive any proceeds from the sale of shares by the
selling shareholders.

<PAGE>
<PAGE>
[Alternate Page for Selling Shareholders' Prospectus]

Dilution

[Deleted]

<PAGE>
<PAGE>
[Alternate Page for Selling Shareholders' Prospectus]

Selling Shareholders and Plan of Distribution

This prospectus relates to the resale of shares of common stock by
the selling shareholders set forth below. None of the selling shareholders
have had any material relationship within the past three years with us, or any
of our predecessors or affiliates, except as specifically noted.

Except as noted in the tables below, within the past three years none
of the selling shareholders have held any position or office with us; or
entered into a material relationship with us.

There is no assurance that the selling shareholders will sell the shares
offered by this prospectus.

The following table sets forth:

* The name of each of the selling shareholders;

* The number of shares of our common stock owned by each of them as of
October 1, 2000;

* The number of shares offered by this prospectus that may be sold
from time to time by each of them;

* The number of shares of our common stock that will be beneficially
owned by each of them if all of the shares offered by them are sold;

* The percentage of the total shares outstanding that will be owned by
each of them at the completion of this offering, if the shareholder
sells all of the shares included in this prospectus.

In the following table, we have calculated percentage ownership by
assuming that all shares of common stock which the selling shareholder has the
right to acquire within 60 days from the date of this prospectus upon the
exercise of options, warrants, or convertible securities are outstanding for
the purpose of calculating the percentage of common stock owned by such
selling shareholder.

Shares Shares Shares Percentageof
Shares
Name Before Offered After After
---------------------------- ------ ------- ------ -----------
<S> <C> <C> <C> <C>

John Abate 100 100 0 *
Ben Adenbaum 100 100 0 *
Advanced Clearing Inc 100 100 0 *
Advest Inc 100 100 0 *
Richard Ahrenkiel 100 100 0 *
Rasma Aistrauts 100 100 0 *
John & Mary Alaimo 100 100 0 *
Rose F. Alaimo 100 100 0 *
Joseph I Albert 100 100 0 *
Kenneth I Albert 100 100 0 *
Angeline Alesso 100 100 0 *
Elizabeth A. Alhart 100 100 0 *
Domenic R. Allocco 100 100 0 *
Sylvester Allocco 100 100 0 *
Earl & Florence Almquist 100 100 0 *
Michael V. Altman 100 100 0 *
Fernando & Cecilia Ambrosini 100 100 0 *
Oscar P Ames Tru Uta 100 100 0 *
Anne R. Andrea 100 100 0 *
Mekola & Marie Andrijenko 100 100 0 *
E. Lee & Rose Anglin 100 100 0 *
Rose Anis 100 100 0 *
Hallie Ankrom 100 100 0 *
Beatrice Apple 100 100 0 *
Ardsley Management Corp. 100 100 0 *
Robert & Kay Arduini 100 100 0 *
Louis C. Arena 100 100 0 *
Robert D. Arenstein 100 100 0 *
Seymour Arenstein 100 100 0 *
Albert Aroesty C/F Elliot
Arosety 100 100 0 *
Paulette Aroesty 100 100 0 *
Sandra Ashton 100 100 0 *
Joseph J. Attardi 100 100 0 *
Adalbert & Patricia Auinger 100 100 0 *
Stephan Bachorik 100 100 0 *
Jeffrey Allen Bachtell 100 100 0 *
Thomas A. Badger 100 100 0 *
George & Helen Bahr 100 100 0 *
Gordon Baines 100 100 0 *
Gordon & Edna Baines 100 100 0 *
Anthony & Sarah Baldo 100 100 0 *
Seymour M. Banks 100 100 0 *
Robert W. Baran 100 100 0 *
Rodger F. Bardwell 100 100 0 *
Carmella M. Barone 100 100 0 *
Charles W. Bartl 100 100 0 *
Mary F. Bartl 100 100 0 *
Jean Bartlett 100 100 0 *
Leonard & Valerie Bartlett 100 100 0 *
Adele Battista 100 100 0 *
J. Emmett Bauer 100 100 0 *
J. Emmett & Emma Bauer 100 100 0 *
Joseph & Judith Bauernfeind 100 100 0 *
Dominick Bauso 100 100 0 *
Robert & Marie Beach 100 100 0 *
Ronald & Margaret Beach 100 100 0 *
Robert S. Beeler 100 100 0 *
Allan Gordon Bellenger 100 100 0 *
Gertrude Benezra 100 100 0 *
Ely Benin 100 100 0 *
Patricia A. Bergan 100 100 0 *
Norman & Marjorie Bergeson 100 100 0 *
Sidney Berke 100 100 0 *
Estate of Robert M. Berman 100 100 0 *
Ronald Berna 100 100 0 *
Alvin F. Bernreuther 100 100 0 *
Rachelle Berzansky 100 100 0 *
Nicholas Bianchi 100 100 0 *
Mychailo Bilozir 100 100 0 *
David Biocca 100 100 0 *
Edward Bischoping 100 100 0 *
Francis J. & Elaine Bischoping 100 100 0 *
Joseph & Janet Bischoping 100 100 0 *
James R. Blakely 100 100 0 *
Marshall & Linda Blann 100 100 0 *
Blinrob Co 100 100 0 *
Emerson & Jessie Block 100 100 0 *
Iris Block 100 100 0 *
Murry Bluestone 100 100 0 *
Jacques & Joanne Bockus 100 100 0 *
Max Bodner 100 100 0 *
Marilyn M. Boehm 100 100 0 *
Edward J. Boehmer 100 100 0 *
Gary N. Boice 100 100 0 *
Beverly A. Bonadio 100 100 0 *
Theresa & Mike Bonadio 100 100 0 *
Marilyn H. Borden 100 100 0 *
Sanders H. Borisoff 100 100 0 *
Nune Borshoff 100 100 0 *
Terrance Borshoff 100 100 0 *
Thomas Borshoff 100 100 0 *
Virginia Borshoff 100 100 0 *
Raymond E. Bowers 100 100 0 *
Michael Boyar 100 100 0 *
Peter M. Bozinovich 100 100 0 *
Melido Bracero 100 100 0 *
Richard K. Bradstreet 100 100 0 *
Milton Braverman 100 100 0 *
Edward F. Brenkus 100 100 0 *
John & Ann Breshock 100 100 0 *
Brightco 100 100 0 *
Bernhard A. Brinker 100 100 0 *
Thomas R. & Phoebe A.
Britt, Jr. 100 100 0 *
Parnice D. Brock 100 100 0 *
Annabel T. Brown 100 100 0 *
Ernest C. & Aloise E. Brown Jr. 100 100 0 *
Raymond R. & Rona H. Brown 100 100 0 *
Theodore & Barbara Brown 100 100 0 *
Charles W. Buck 100 100 0 *
Ann H. Buerschaper 100 100 0 *
Isabel M. Buerschaper C/F R T
Buerschaper 100 100 0 *
Robert A. & I. A. Buerschaper 100 100 0 *
Daniel A. & Edith L. Burgess 100 100 0 *
Viola S. & LL Burmeister 100 100 0 *
Adrienne Burmil 100 100 0 *
Carl F. Busack 100 100 0 *
Leonard & Esther Cacciatore 100 100 0 *
Richard David Callard 100 100 0 *
Helen Callen 100 100 0 *
Richard B. Callen 100 100 0 *
Alan Cameros 100 100 0 *
John Cannarozzo 100 100 0 *
Joan M. Cannioto C/F JJ
Cannioto 100 100 0 *
Marian A. Cantin 100 100 0 *
Ruth M. Cantin 100 100 0 *
John V. & Catherine V.
Cappello Jr. 100 100 0 *
Clarence E. Carman 100 100 0 *
Clarence E. Carman, Jr. 100 100 0 *
Rodger Bruce Carman 100 100 0 *
Harry D. & Ethel E. Carpenter 100 100 0 *
Lucile H. Carr 100 100 0 *
George L. & Elma S. Carruthers 100 100 0 *
William Carruthers 100 100 0 *
William L. Carruthers 100 100 0 *
Joseph John Carusotti 100 100 0 *
Howard F. Carver 100 100 0 *
Angelo Casciani 100 100 0 *
Peter Cascini 100 100 0 *
Alphonse L. Cassetti 100 100 0 *
Anthony S. Castellano 100 100 0 *
Laurence T. & Irene M.
Castellano 100 100 0 *
M. Castellano C/F Thomas
Castellano 100 100 0 *
Margaret Castellano 100 100 0 *
Thomas Castellano 100 100 0 *
Thomas M. Castellano 100 100 0 *
Fred Castiglione 100 100 0 *
Harold E. Castle 100 100 0 *
Alan R. Caul 100 100 0 *
Virginia Caul 100 100 0 *
Frances M. Cavallaro 100 100 0 *
Anice P. Centro 100 100 0 *
Rocco Cerretto 100 100 0 *
Florence E. Champion 100 100 0 *
Don & Maria Chas 100 100 0 *
Maria Chas 100 100 0 *
Doris Cherkasky 100 100 0 *
Amelia Chiappetta 100 100 0 *
Kenneth W. Christian 100 100 0 *
John M. Christiano 100 100 0 *
Herbert Christie 100 100 0 *
Paul & Karen Ciardullo 100 100 0 *
Syd & Nicholas Ciccone 100 100 0 *
Joseph Cimino 100 100 0 *
Josephine Cimino & Harriet C.
Logie 100 100 0 *
Christine Clancy 100 100 0 *
Nelly Clark 100 100 0 *
Cecelia L. Clausen 100 100 0 *
Aaron & Paul Cohen 100 100 0 *
Blanche Cohen 100 100 0 *
Norman Cohen 100 100 0 *
Mary Colangelo 100 100 0 *
Antionette & Andrew
Colaruotolo 100 100 0 *
Marie J. Colway 100 100 0 *
Computrend Inc 100 100 0 *
Gerald & Lucille Conley 100 100 0 *
Claudia I. Conlin 100 100 0 *
Edmond J. Connelly Jr. 100 100 0 *
Cecilia P & Kenneth W. Conner 100 100 0 *
Martin Constable 100 100 0 *
Fred Constantino 100 100 0 *
Helen & William E. Conte 100 100 0 *
George W. Cooke 100 100 0 *
Harry Cooper 100 100 0 *
James Cordovano 100 100 0 *
Larry Cornell 100 100 0 *
Agnes T. Cornwell 100 100 0 *
Lloyd E. Corwin 100 100 0 *
Victor Costanzo Jr. 100 100 0 *
Cowen & Co 100 100 0 *
Mary Louise Crippen 100 100 0 *
Nicholas A. Cristantello 100 100 0 *
J. William Cross Jr. 100 100 0 *
Edward L. Crough 100 100 0 *
David Crown 100 100 0 *
Anthony L. & Josephine T. Cuva 100 100 0 *
Christine Czerw 100 100 0 *
Frank Czerw 100 100 0 *
John Czerw 100 100 0 *
Joseph Czerw 100 100 0 *
Mary Czerw 100 100 0 *
Jean M. Daitz 100 100 0 *
Ralph K. Dakin 100 100 0 *
Helen D'Amanda 100 100 0 *
Casper & Louise D'Ambra 100 100 0 *
Elmer Dandrea 100 100 0 *
George Dandrea 100 100 0 *
Wilbur E. & Dorthea M. Darrow 100 100 0 *
Daru Company 100 100 0 *
George W. Davies 100 100 0 *
Burton H. Davis 100 100 0 *
James R. & Patricia A. Davis 100 100 0 *
Marvin Davis 100 100 0 *
Randy Dawson 100 100 0 *
Joseph & Diane Dayton 100 100 0 *
Dean Witter Reynolds 100 100 0 *
Vincent & Connie Dee 100 100 0 *
Henry & Ruth De Laporte 100 100 0 *
Henry De Laporte 100 100 0 *
Henry De Laporte 100 100 0 *
Dennis M. & Marion C. De Leo 100 100 0 *
Melvin R. Dell 100 100 0 *
Gaetano Del Vecchio 100 100 0 *
Guy Del Vecchio 100 100 0 *
Hermaine Demay 100 100 0 *
Eugene L. De Nicola 100 100 0 *
Paul J. & Margaret M. Derleth 100 100 0 *
Amedo Di Salvo 100 100 0 *
Harold C. Desmith 100 100 0 *
John Diaz 100 100 0 *
Caroline & Thomas Dibenedetto 100 100 0 *
Michael J. Dibiase 100 100 0 *
Joseph Dicrasto 100 100 0 *
Digital Equipment Co 100 100 0 *
Christopher Di Mora 100 100 0 *
Saul Dinaburg 100 100 0 *
Peter J. DiSalvo 100 100 0 *
Robert C. Dittberner 100 100 0 *
Norma Dixler 100 100 0 *
Harold R. & Bessie W. Dobson 100 100 0 *
Frederick H. Doell 100 100 0 *
Frederick J. Domm 100 100 0 *
Donaldson Lufkin & Jenrette
Securities Corp. 100 100 0 *
James C. Donohue 100 100 0 *
Anthony, Drexler & Nicholas
Dragone 100 100 0 *
Drexel Burnham Lambert
Securities 100 100 0 *
Sheldon F. & Rhea L. Drexler 100 100 0 *
Henry H. Dreyer Jr. 100 100 0 *
Danial Drobinski 100 100 0 *
Leonard P. & Sharon E. Drogo 100 100 0 *
Malcolm Drummond 100 100 0 *
Conrad J. & Florence A.
Druzynski 100 100 0 *
Raymond L. & Crystal C. Dunn 100 100 0 *
John C. Dunphy 100 100 0 *
Dorothy Dworetsky 100 100 0 *
Robert C. Dye 100 100 0 *
John Dzybon 100 100 0 *
Orville H. Eckler 100 100 0 *
A.G. Edwards & Son 100 100 0 *
Georgia M. Edwards 100 100 0 *
Joseph Eichenger 100 100 0 *
Rose Eley 100 100 0 *
Richard R. Elling 100 100 0 *
Fanny & Alex Elpant 100 100 0 *
Fay Elpant 100 100 0 *
Michael J. & Patty L. Engenito 100 100 0 *
Edward C. Enser 100 100 0 *
Florence Eppstein 100 100 0 *
Julius & Miriam Epstein 100 100 0 *
Frederick Erdman 100 100 0 *
Lawrence Ermler 100 100 0 *
Sandra Esse 100 100 0 *
Evelyn Euler 100 100 0 *
Gerald W. Everhart 100 100 0 *
Sidney Fagenson 100 100 0 *
Fahnstock & Co 100 100 0 *
Oscar Falk C/F David Falk 100 100 0 *
Richard & Mary Falvo 100 100 0 *
Yetta & Albert Farash 100 100 0 *
Roy J. Fransworth C/F Roy R.
Farnsworth 100 100 0 *
Joseph Fasino 100 100 0 *
Emory F. Faulks 100 100 0 *
Edwin L. & Adele M. Fay 100 100 0 *
Joseph A. & Janet A. Federico 100 100 0 *
Fedor Fedorenko 100 100 0 *
Lydia Fedorenko 100 100 0 *
Charles Feldman 100 100 0 *
Sally P. Feldman 100 100 0 *
Frances R. Ferguson 100 100 0 *
Walter Ferguson 100 100 0 *
Warren & Betty Jo Ferriter 100 100 0 *
Thomas A. Fingland Jr. 100 100 0 *
Barbara Finnegan Adm Estate
John Finnegan 100 100 0 *
Anthony J. & Marie A. Fiorini 100 100 0 *
First Albany Corp. 100 100 0 *
Mabel M. Fischer 100 100 0 *
James P. Flanagan 100 100 0 *
Richard J. Flanagan 100 100 0 *
C. Benn Forsyth 100 100 0 *
John F. Forsyth 100 100 0 *
Beatrice B. Foy 100 100 0 *
William J. Foy 100 100 0 *
Charles Francis & Doris Moran 100 100 0 *
Helen Frank 100 100 0 *
Frank A. & Christine Freida Sr. 100 100 0 *
Martin J. Friedman 100 100 0 *
Donald B. Fuller 100 100 0 *
William G. Gagnier 100 100 0 *
Walter Gajewski 100 100 0 *
Grayson E. & Mrs. G. Jean
Gardner 100 100 0 *
Lawrence J. Gardner 100 100 0 *
Joseph Gattelaro C/F Laurie
Gattelar 100 100 0 *
Rose Mary Gattelaro 100 100 0 *
Anthony Gaudino 100 100 0 *
Gus Geismar 100 100 0 *
Gus Geismar C/F Howard Geis 100 100 0 *
Paul Gelewski 100 100 0 *
Adam & Betty Genazzio 100 100 0 *
Joseph J. Gerber 100 100 0 *
Joseph B. Giambrone 100 100 0 *
Joseph Gaimis 100 100 0 *
Pandelis Giamos 100 100 0 *
James V. Giancola 100 100 0 *
Stephen M. Gilbert 100 100 0 *
Patrick V. Gillette 100 100 0 *
Renee Gimple 100 100 0 *
Walter Giza 100 100 0 *
Robert G. Goetzman 100 100 0 *
David B. Gold 100 100 0 *
Gertrude Goldberg 100 100 0 *
Lester Goldberg 100 100 0 *
Lester & Gertrude Goldberg 100 100 0 *
Morris Goldberg 100 100 0 *
John S. Goldey 100 100 0 *
Barry Goldman 100 100 0 *
Eleanor Goldman 100 100 0 *
Irving Goldstein 100 100 0 *
Joan & Jerry Goldstein 100 100 0 *
William Goldstein 100 100 0 *
John P. & Nel Rose Gomulka 100 100 0 *
Edwin M. & Carrol Good 100 100 0 *
Irene Goodman 100 100 0 *
Robert Goodrich 100 100 0 *
Robert Goodyear 100 100 0 *
Nancy A. Gordon 100 100 0 *
Nathan Gordon 100 100 0 *
Nathan Gordon C/F Geoffrey
S. Gordon 100 100 0 *
Ruth Gossin 100 100 0 *
Lawrence Gottler 100 100 0 *
Helen Gould 100 100 0 *
Roman Gould 100 100 0 *
Harry E. Gove 100 100 0 *
Thomas Grassi 100 100 0 *
Michael J. Grattan 100 100 0 *
Anthony J. Greco 100 100 0 *
Betty Greene 100 100 0 *
Lillian Grey 100 100 0 *
Susan C. Gross 100 100 0 *
Paul Guido 100 100 0 *
Alfred P. Gupp 100 100 0 *
Malvin C. Guttman 100 100 0 *
Curt Hain 100 100 0 *
Marlowe Hain 100 100 0 *
Donald S. Hall 100 100 0 *
Judith I Hall 100 100 0 *
Michael Halloway 100 100 0 *
Suzanne P. Hallowell 100 100 0 *
Arthur K. Hamann 100 100 0 *
Alan Hamburg 100 100 0 *
Morris Hamburg C/F Jeffrey
Hamburg 100 100 0 *
Morris & Cindy Hamburg 100 100 0 *
Ruth Hamburg C/F Renee
Hamburg 100 100 0 *
Alexandria Hanson 100 100 0 *
Hazel B. Harp 100 100 0 *
Clayton Harrell 100 100 0 *
Clayton Harrell Jr. 100 100 0 *
Albert L. Hartsig 100 100 0 *
Ronald A. Hawes 100 100 0 *
Harold Heap 100 100 0 *
Francis Heerkens 100 100 0 *
Rolannd & Gail Heimberger 100 100 0 *
Rosemary Heininger 100 100 0 *
Olga A. Heinrich 100 100 0 *
Opal A. Heintz 100 100 0 *
Paul E. Heintz 100 100 0 *
Henry Heister 100 100 0 *
David Heller 100 100 0 *
Robert Hellman 100 100 0 *
Florence & Henry Henck 100 100 0 *
Robert & Sheila Henck 100 100 0 *
Thomas & Harriet Henck 100 100 0 *
James E. Herman 100 100 0 *
Clara K. Hitzigrath 100 100 0 *
Richard J. Hodes 100 100 0 *
Lionel S. Hodgson II 100 100 0 *
Mildred M. Hoenigberg 100 100 0 *
Walter Hoffman 100 100 0 *
Howard Holcomb 100 100 0 *
Abe A. Hollander 100 100 0 *
Charles & Channa L.
Hollander 100 100 0 *
Irving Hollander 100 100 0 *
Gary S. Holowka 100 100 0 *
Michael J. & Frances G.
Holowka 100 100 0 *
Stephan P. Holowka 100 100 0 *
Dawn P. Hommel 100 100 0 *
Bruce R. Horncastle 100 100 0 *
Jacob Horne 100 100 0 *
Rabbi Henry Hoschander 100 100 0 *
Svea E. Housel 100 100 0 *
Gordon A. Howe II 100 100 0 *
Steve Hudick 100 100 0 *
Stuart R. Huggard 100 100 0 *
John L. Hunsinger 100 100 0 *
Marion L. Hunt 100 100 0 *
Robert E. Hupp C/F Robert
B. Hupp 100 100 0 *
E.F. Hutton & Co 100 100 0 *
Betty A. Iacona 100 100 0 *
Betty A. Iacona C/F Marie
A. Iacona 100 100 0 *
Betty A. Iacona C/F Richard
I. Iacona 100 100 0 *
Betty A. Iacona C/F Marc L.
Iacona 100 100 0 *
James P. Iacona 100 100 0 *
Louis Iacona 100 100 0 *
Thomas A. Iacona 100 100 0 *
Thomas R. Iacona 100 100 0 *
Rose M. Iacona 100 100 0 *
Vincent J. Iacona C/F James
P. Iacona 100 100 0 *
Curtis E Ide 100 100 0 *
John Interlichia & Frank Rallo 100 100 0 *
Salvatore Inzinna 100 100 0 *
Charles D. Isaac 100 100 0 *
Ronald H. & Deloris J Isaac 100 100 0 *
William & Virginia Jackman 100 100 0 *
Elisabeth B. Jackson 100 100 0 *
Betty Jacobs 100 100 0 *
Erich R. & Luise Jaehne 100 100 0 *
Perer H. Jedel 100 100 0 *
Alan E. Johnson 100 100 0 *
Barbara Ann Johnson 100 100 0 *
John H. Johnson 100 100 0 *
Mary F. & Robert S. Johnston 100 100 0 *
Robert S. & Mary F. Johnston 100 100 0 *
Douglas E. Johnstone 100 100 0 *
Candy Jones 100 100 0 *
Robert H. Jones 100 100 0 *
William Jones 100 100 0 *
Peter H. Joosten 100 100 0 *
Peter H. Joosten C/F Gary J.
Joosten 100 100 0 *
Harold William Juhre Jr. 100 100 0 *
Francis J. Kachala 100 100 0 *
Herman & Marion Kandler 100 100 0 *
Fanny Kane 100 100 0 *
Maud L. & Vincent G. Kane 100 100 0 *
Robert & Barbara Kane 100 100 0 *
J. Mitchell & Gladis Kaplan 100 100 0 *
Benjamin Kaplow 100 100 0 *
Henry J. Karasch 100 100 0 *
Martin M. Karchefsky 100 100 0 *
Michael Kariuk 100 100 0 *
Nadine D. Sweet 100 100 0 *
Bernard J. Kasper 100 100 0 *
Richard A. Kassman 100 100 0 *
Clarence Katine 100 100 0 *
Meyer Katz 100 100 0 *
Victor Katz 100 100 0 *
Betty Katzen C/F Molly Katzen 100 100 0 *
Betty Katzen C/F Ezra Katzen 100 100 0 *
Betty H. Katzen C/F Joshua
Katzen 100 100 0 *
Betty H. Katzen C/F Daniel
Katzen 100 100 0 *
Ida Katzen 100 100 0 *
Burton Kay 100 100 0 *
Pachal Keane 100 100 0 *
Sarah W. Keenan 100 100 0 *
James K. Keif 100 100 0 *
Marjorie J. Keller 100 100 0 *
John Joseph Kelly 100 100 0 *
Mildred & Raymond Keman 100 100 0 *
Alan G. & Jane Kendall 100 100 0 *
Marilyn E. Kengla 100 100 0 *
Kenneth C. Kennard C/F Norman
Kennard 100 100 0 *
William R. Kenyon 100 100 0 *
Evelyn P. Kerney 100 100 0 *
Belle Kessler C/F Robert
Kessler 100 100 0 *
Belle Kessler 100 100 0 *
Jack L. Kessler 100 100 0 *
Meyer Ketofsky 100 100 0 *
Donna R. Khalil 100 100 0 *
Kidder Peabody & Co 100 100 0 *
Robert W. Kilpper 100 100 0 *
Fannie Kiner 100 100 0 *
Warren T. King 100 100 0 *
Florence Kissack 100 100 0 *
Karl H. Kittelberger 100 100 0 *
Elsie Kizer 100 100 0 *
Joseph G. Klapp 100 100 0 *
Fred H. Klaucke 100 100 0 *
Frank & Gertrude Klem 100 100 0 *
Paul Allan Klemmer 100 100 0 *
Brunhilda R. Knapp 100 100 0 *
Leroy E. & Nancy Knofla 100 100 0 *
George J. & Mary Jane
Kohnken 100 100 0 *
Harry L. & Norma Konar 100 100 0 *
Nick Koomen 100 100 0 *
Wilson & Vera Kopler 100 100 0 *
Thor Korda 100 100 0 *
William J. & Mellie H. Korkin 100 100 0 *
Robert S. Kowalski 100 100 0 *
Regis Kraisigner 100 100 0 *
Elise M. Kramer 100 100 0 *
George M. Kramer 100 100 0 *
Nicholas P. Krauszer 100 100 0 *
William E. Kruse 100 100 0 *
Conrad J. Kubiniec 100 100 0 *
Margaret S. Kuhn 100 100 0 *
Edward R. Kulpinski 100 100 0 *
Michael Kutch 100 100 0 *
Sherry Kyler 100 100 0 *
Joseph Kyrtak 100 100 0 *
Daniel F. Labbate 100 100 0 *
Sol & Rachael Lachman 100 100 0 *
Kenneth B. La Due 100 100 0 *
Charles La Gaipa 100 100 0 *
Deece Lambert 100 100 0 *
Mary Lamia 100 100 0 *
Patsy La Morte 100 100 0 *
Arthur E. Lang 100 100 0 *
Elsie C. Lang 100 100 0 *
Carl Larsen 100 100 0 *
Robert La Tour 100 100 0 *
Carol A. Lattimer 100 100 0 *
Edwin T. Laydon 100 100 0 *
John Lazor 100 100 0 *
Hazel M. Leake 100 100 0 *
Ralph R. Leidy 100 100 0 *
James Leone 100 100 0 *
Gary P. Lesnick 100 100 0 *
Sophia T. Lettau 100 100 0 *
Gertrude T. Lettis 100 100 0 *
Barry Lettner 100 100 0 *
Charles J. Levine 100 100 0 *
David Levine 100 100 0 *
William Levinstein 100 100 0 *
Maurice Louis Levy 100 100 0 *
Richard Levy 100 100 0 *
Ted Levy 100 100 0 *
Arlene Lewandowski C/F
Robert Lewandowski 100 100 0 *
Donald Lewis 100 100 0 *
Frank Lewis 100 100 0 *
Trevor C. Lewis 100 100 0 *
Joseph M. Licata 100 100 0 *
Anthony J. & Ann Marie Lipari 100 100 0 *
Rose E. Lipari 100 100 0 *
Stanley A. Lipiarz 100 100 0 *
Robert Lipshutz 100 100 0 *
Ida Lipson 100 100 0 *
Ida B. & Joseph J. Lipson 100 100 0 *
Benjamin Liptzin 100 100 0 *
Alan W. Livingston 100 100 0 *
Benjamine Lonstein 100 100 0 *
Robert & Charlotte Lowenhaupt Jt 100 100 0*
Paul R. Luke 100 100 0 *
Marjorie H. Lundgren C/F
Gary W. Lundgren 100 100 0 *
Leonard Lutzky 100 100 0 *
Barbara A. Mac Intrye 100 100 0 *
Eve K. Magliocco 100 100 0 *
David Maida 100 100 0 *
David Maida C/F Deborah Trott 100 100 0 *
Samaresh Maitra 100 100 0 *
Alice C. & Robert J. Maletto 100 100 0 *
John F. & Rosemarie Maloney 100 100 0 *
Benjamin C. Mancuso 100 100 0 *
Vincenza Mancuso 100 100 0 *
Olga Mandeville 100 100 0 *
Anthony J. Marcello 100 100 0 *
Thomas J. & Josephine Marcello 100 100 0 *
Beatrice & Sol Marcus 100 100 0 *
Mary Marrocco 100 100 0 *
Stanley & Shirley Martin 100 100 0 *
Anthony Mastrella 100 100 0 *
Salvatore & Jessie Matroniano 100 100 0 *
Helen Matsik 100 100 0 *
Margaret L. Mayer 100 100 0 *
Leonard G. Mazel 100 100 0 *
Leonard G. & Edith N Mazel 100 100 0 *
Zina Mazzarisi 100 100 0 *
Geraldine K. McAuliffe 100 100 0 *
Jean Marie McClure 100 100 0 *
Virginia A. McCoy 100 100 0 *
Grace E. & Howard C. McCue 100 100 0 *
Grace E. McCue C/F James L.
McCue 100 100 0 *
Grace E. McCure C/F Karen J.
McCue 100 100 0 *
Howard C. & Grace E. McCue 100 100 0 *
Evelyn D. McDonald 100 100 0 *
Jon D. McGee 100 100 0 *
Grace L. McGowan 100 100 0 *
Robert McGrath 100 100 0 *
Robert McGrath 100 100 0 *
Jerome S. McIntee 100 100 0 *
John McNaughton 100 100 0 *
Kanti Mehta 100 100 0 *
Federick R. Meli 100 100 0 *
Abe & Millicent Meltzer 100 100 0 *
Carmela Mendola 100 100 0 *
Catherine Mendola 100 100 0 *
Michael Mendola 100 100 0 *
Michael L. & Isabella M. Merla 100 100 0 *
Merrill Lynch Pierce Smith
Incorporated 100 100 0 *
Moishel Merzel 100 100 0 *
Sol M Merzel C/F Howard D.
Merzel 100 100 0 *
Aaron Meyer 100 100 0 *
James C. Meyer 100 100 0 *
Jacob Migdol 100 100 0 *
Peter H. N. Millar 100 100 0 *
Morton W. Miller 100 100 0 *
Clarke Minardi 100 100 0 *
Gary Minardi 100 100 0 *
Louis R. & Donna J. Minardi 100 100 0 *
Thomas Minogue 100 100 0 *
Christine Carr Minor 100 100 0 *
Mont & Co 100 100 0 *
Seymour I. Morris 100 100 0 *
Seymour Morris 100 100 0 *
Robert D. Moskala 100 100 0 *
Lyla Moskowitz 100 100 0 *
Michael H. Mueller 100 100 0 *
Harry Munkelwitz Jr. 100 100 0 *
Eleanor M. Murphy 100 100 0 *
Norman & Rose Musicus 100 100 0 *
Thomas P. Myers 100 100 0 *
Donald P. Naetzker 100 100 0 *
John J. Napolitano 100 100 0 *
John Nasse 100 100 0 *
Frank D. Natale 100 100 0 *
Martha Natale 100 100 0 *
Ruth M. Neubauer 100 100 0 *
Isobel Newberger 100 100 0 *
Lisbeth Newbery 100 100 0 *
Jean Noble 100 100 0 *
Morton Norman 100 100 0 *
Raymond H. Nugent 100 100 0 *
Rita M. O'Connor 100 100 0 *
Alan E. Oestreich 100 100 0 *
Adrian O'Hara 100 100 0 *
James J. O'Keefe 100 100 0 *
Marta Fischer O'Keiff 100 100 0 *
Stella Oliver 100 100 0 *
Lois B. Olson 100 100 0 *
Zenon & Isabel Omcinskyt 100 100 0 *
Thomas W. O'Neill 100 100 0 *
Peter & Katrinka Oosterling 100 100 0 *
Roland R. Orbaker 100 100 0 *
John & Lucia Orrico 100 100 0 *
John J. & Joan H. O'Sullivan 100 100 0 *
Felice & Catherine Ottaviano 100 100 0 *
Sanford B. Owen 100 100 0 *
Paine Webber Jackson & Curtis 100 100 0 *
Salvatore J. Palmeri 100 100 0 *
Robert & Rose Palmisano 100 100 0 *
Antonio Panella 100 100 0 *
Fortunato Panella 100 100 0 *
Marie Frances Panella 100 100 0 *
Frank Panzarino 100 100 0 *
Juanita Paris 100 100 0 *
Harold L. & Edna N. Parsons 100 100 0 *
Rosemary Passaro 100 100 0 *
Frank C. Patanella 100 100 0 *
George Pattison 100 100 0 *
Ronald J. Pawley 100 100 0 *
Morton & Grace A. Payne 100 100 0 *
Dorothy J. Pearson 100 100 0 *
Jack W. Pearson 100 100 0 *
Joseph P. Pecora 100 100 0 *
Ronald J. Pedrone 100 100 0 *
Willard H. & Edith H. Pengelly 100 100 0 *
Dominic & Doris Penna 100 100 0 *
Sebastian & Josephine Penna 100 100 0 *
Richard J. & Viola Pennella 100 100 0 *
Eugene F. & Marilyn C.
Penzimer 100 100 0 *
Stephen D. & Constance E. Perry 100 100 0 *
Rocco & Elisabeth Pesce 100 100 0 *
Bruce W. & Maxine G. Peters 100 100 0 *
Samuel M. Petranto 100 100 0 *
Marian & Joseph H. Petrosino 100 100 0 *
Eitsa C. Petsos 100 100 0 *
Bruce B. Phelps 100 100 0 *
Donald S. Phelps 100 100 0 *
Richard H. & Marion S. Phillips 100 100 0 *
Ronald S. & Judith C. Piatasik 100 100 0 *
Sigmund & Clara Piatasik 100 100 0 *
Ronald Piataski 100 100 0 *
Joseph Picard 100 100 0 *
Anthony & Irene Piduch 100 100 0 *
Joseph & Mary Pignato 100 100 0 *
Frank Pincelli 100 100 0 *
John & Dorothy Pitts 100 100 0 *
David C. Pixley 100 100 0 *
Helena Plantchotnaja 100 100 0 *
Karl P. Pleger 100 100 0 *
Philip G. Pleger 100 100 0 *
George W. Plender 100 100 0 *
Jeannine B. Plender 100 100 0 *
Mary Pocchiari 100 100 0 *
Robert L. & Lydia A. Pollack 100 100 0 *
Polly & Co. 100 100 0 *
Ann Polsinelli 100 100 0 *
Joseph U. Posner 100 100 0 *
Abbate S. & Josephine R.
Potenza 100 100 0 *
James M. Pravlik 100 100 0 *
Premium Resources Inc. 100 100 0 *
Bridget McGuane Prescowitz 100 100 0 *
Raymond D. Pritchard 100 100 0 *
Frances Profetta C/F Gary
Profetta 100 100 0 *
John Provensano 100 100 0 *
John Joseph Provensano 100 100 0 *
Anthony & Bernice Pruczinski 100 100 0 *
Bernice & Anthony Pruczinski 100 100 0 *
David Pruzansky 100 100 0 *
Morris Prytula 100 100 0 *
Alfieri & Mimma Pucci 100 100 0 *
Robert E. Purdy 100 100 0 *
Louis V. Quadrini 100 100 0 *
Dennis Quenan 100 100 0 *
Robert J. Quigley 100 100 0 *
Thomas M. & Grace D. Quigley 100 100 0 *
Phillip J. Quirin 100 100 0 *
Patrick J. Quirk 100 100 0 *
Timothy F. Quirk 100 100 0 *
Victoria R. & Joseph R. Quirk 100 100 0 *
Robert L. Raes C/F Julie A.
Raes 100 100 0 *
Carl S. Raimond Jr. 100 100 0 *
Carl S. Raimond Sr. 100 100 0 *
Johanna J. Raimond 100 100 0 *
Frank Rallo 100 100 0 *
Frank Rallo & John Interlichia 100 100 0 *
Alejandro Ramos 100 100 0 *
Betty Rapoport 100 100 0 *
Rodger Raymond 100 100 0 *
William B. Reed 100 100 0 *
Donald H. & Carmel M. Reeg 100 100 0 *
Marie Reeners 100 100 0 *
Robert T. & Dorothy L. Rieke 100 100 0 *
Helen P. Reilly 100 100 0 *
Ann Reinking 100 100 0 *
Ann Reinking C/F Mark Reinking 100 100 0 *
Franklin Reinking C/F Gregory
Reinking 100 100 0 *
Franklin Reinking C/F Lisa
Reinking 100 100 0 *
Franklin R. Reinking 100 100 0 *
Richard Reitkopp 100 100 0 *
Barry Resnick 100 100 0 *
Molly Ressler & Esther Harris 100 100 0 *
William Richards C/F Jody
Richards 100 100 0 *
Robert S. Rienholtz 100 100 0 *
Eleanor S. Ries 100 100 0 *
John J. & Helen K. Riley 100 100 0 *
Adolph C. Rittmann 100 100 0 *
Adolph C. & Marguerite
Rittmann 100 100 0 *
Roderick T. Robertson 100 100 0 *
Florence M. Roche 100 100 0 *
Rochester Telephone 100 100 0 *
Arthur L. Rockman 100 100 0 *
Joseph Rockwell 100 100 0 *
Dean & Delma Rodwell 100 100 0 *
Clarence A. & Virginia R.
Rogers Jr. 100 100 0 *
Margaret B. Rogers 100 100 0 *
Isadore Rohrlich C/F Edward
Mark Rohrlich 100 100 0 *
Neil J. & Shirley Rojek 100 100 0 *
Marion E. Root 100 100 0 *
Richard Rose 100 100 0 *
Joseph Rosen 100 100 0 *
Minnie Rosen 100 100 0 *
Calvin Rosenbaum 100 100 0 *
Sharon Rosenbaum 100 100 0 *
Freda Rosenberg 100 100 0 *
Milton Rosenthal 100 100 0 *
E. Walton Ross 100 100 0 *
David Rothman 100 100 0 *
Ernest F. & Hedy Rothmann 100 100 0 *
Sophie Rothman 100 100 0 *
L.F. Rothschild, Unterberg &
Tobin 100 100 0 *
Alan Rothstein C/F Steven M.
Rothstein 100 100 0 *
Laura Rothstein 100 100 0 *
Sanford M. Rowe 100 100 0 *
Victor & Alice Rowe 100 100 0 *
Roger & Connie Rowles 100 100 0 *
Richard D. Rowley 100 100 0 *
Cornelia & Harvey Roys 100 100 0 *
Stanley J. Rozwood 100 100 0 *
Robert I. Ruback Executor Est.
of Nathan Pitiger 100 100 0 *
David & Thelma Rubenstein 100 100 0 *
Judith Rudin 100 100 0 *
Leonard & Irene Rudner 100 100 0 *
Harold M. Rush 100 100 0 *
Robert J. Rush Jr. 100 100 0 *
Jennie Rutherford 100 100 0 *
T. Michael Ryan 100 100 0 *
Thomas P. & Gertrude Ryan 100 100 0 *
Louis A. & Enid Z. Ryen 100 100 0 *
Max & Esther Ryen 100 100 0 *
Estate Of Nathan Sac 100 100 0 *
Edna Saccente 100 100 0 *
Walter Saccente 100 100 0 *
Yetta Sackheim 100 100 0 *
George P. Saladino Sr. 100 100 0 *
Bertha Salamone 100 100 0 *
Anita L. Salerno 100 100 0 *
Marlene Jane Salmon 100 100 0 *
Salomon Smith Barney 100 100 0 *
James D. & Inez E. Salvatore 100 100 0 *
Victore Samanich 100 100 0 *
Robert W. Sanders 100 100 0 *
Nicola & Ann Sanese 100 100 0 *
Ida Sanow 100 100 0 *
Sam T. Saporito 100 100 0 *
Rosanne Satter 100 100 0 *
John & Virginia Savage 100 100 0 *
John S. Savage 100 100 0 *
Raymond Saxe 100 100 0 *
Carmen Scaglione 100 100 0 *
James F. Scaglione 100 100 0 *
Ralph Scaglione 100 100 0 *
Mary E. & Thomas Scalise 100 100 0 *
James V. Scampole 100 100 0 *
Sidney Schatzky 100 100 0 *
Sol Scheer 100 100 0 *
Winifred J. Schenck 100 100 0 *
Mary M. Schifano 100 100 0 *
Virginia M. Schilling 100 100 0 *
Frederick A. Schneider 100 100 0 *
Jeanette Schneider 100 100 0 *
Urban J. & Clara Schneider 100 100 0 *
Harold D. & Ann Schnepf 100 100 0 *
Herman & Elaine Schnittman 100 100 0 *
Michael S. Schnittman 100 100 0 *
Johann Schober 100 100 0 *
Elizabeth Schorf 100 100 0 *
Burton S. Schreiber 100 100 0 *
Moe Schreiber 100 100 0 *
Victor F. Schroeder 100 100 0 *
Edward W. & Sophie C.
Schubert 100 100 0 *
Edith Schwartz 100 100 0 *
Jeanette Schwartz 100 100 0 *
Norman & Jeanette Schwartz 100 100 0 *
Norman A. Schwartz 100 100 0 *
Josephine M. Sciarratta 100 100 0 *
Elizabeth & Sidney J. Scott 100 100 0 *
Robert J. Scott 100 100 0 *
Securities Settlement Corp. 100 100 0 *
Irving B. Seostron 100 100 0 *
Navin Shah 100 100 0 *
Svetlana Shales 100 100 0 *
Mark Shapiro 100 100 0 *
Melvin & Mitzi Shapiro 100 100 0 *
Daniel F. Shea 100 100 0 *
Shearson/American Express 100 100 0 *
Bernice Sherman 100 100 0 *
Daniel Sherman 100 100 0 *
Mary & Patrick Shovlin 100 100 0 *
Patrick Shovlin 100 100 0 *
Patrick W. & Mary Shovlin 100 100 0 *
Nancy R. Silien 100 100 0 *
Morrie E. Silver & W.
Vaderschmidt 100 100 0 *
Myron Silver 100 100 0 *
Philip & Anna Silver 100 100 0 *
Samuel Simone 100 100 0 *
Ronald A Sinsgali 100 100 0 *
Anil G. Sitole 100 100 0 *
Kenneth B. Skuse II 100 100 0 *
Harry K.. Slotnick 100 100 0 *
James A. & Nancy Smith 100 100 0 *
June Smith 100 100 0 *
S. Alfred Smith 100 100 0 *
Stanley A. Snitkin 100 100 0 *
Alice L. Snowden 100 100 0 *
Richard Sofranko 100 100 0 *
Rabbi L. Sokoloff 100 100 0 *
Harold J. Solomon 100 100 0 *
Louis C. Sortino 100 100 0 *
Joseph Spallina 100 100 0 *
Alphonse S. Spampinato 100 100 0 *
Dominick Spano 100 100 0 *
Marjorie L. Spear 100 100 0 *
Paul Speciale 100 100 0 *
Norman V. & Helene R. Spector 100 100 0 *
Robert G. Spencer 100 100 0 *
Arnold R. Spokane 100 100 0 *
Leon & Sylvia Spokane 100 100 0 *
Ruth Springut & Stewart Shapiro 100 100 0 *
Carol Jean Stam 100 100 0 *
Frank P. Stasio 100 100 0 *
Michael & Harriet Staskus 100 100 0 *
Anthony J. Stavalone 100 100 0 *
Joseph & Mary Stavalone 100 100 0 *
Georgia Stearns 100 100 0 *
Neal Stearns 100 100 0 *
William Steckerl 100 100 0 *
James & Maryetta Stedge 100 100 0 *
Adelaide Steedman 100 100 0 *
Mildred E. Steffen 100 100 0 *
Glen H. Stephens 100 100 0 *
Ann Stern 100 100 0 *
Rachel Stern C/F Marvin
Alan Stern 100 100 0 *
Douglas Stewart 100 100 0 *
Geraldine Stewart 100 100 0 *
Shelly Stone - Exec. Estate of
Shirley L. Stone 100 100 0 *
Kauffman Straham 100 100 0 *
Diane M. Strassner 100 100 0 *
Kurt W. Stroehmann 100 100 0 *
Neil A. Strollo 100 100 0 *
Rose Strollo 100 100 0 *
Warner L. Strong 100 100 0 *
Kenneth D. Stuart 100 100 0 *
David M. & Jane E. Sturmer 100 100 0 *
Richard J. Susat 100 100 0 *
Gus S. & Lulu Mae Sutter 100 100 0 *
Harold E. Sutton 100 100 0 *
Harold E. & Anne E. Sutton 100 100 0 *
Robert J. Swart 100 100 0 *
Frank Swiskey 100 100 0 *
Anthony J. & Louise D. Tambe 100 100 0 *
Louise Tambe C/F Denis M.
Tambe 100 100 0 *
Angelo A. Taranto C/F Melinda
Taranto 100 100 0 *
Margaret Taranto 100 100 0 *
Vincent P. Taranto 100 100 0 *
Mary J. Tarricone 100 100 0 *
Joyce M. Taylert 100 100 0 *
Hugh F. & Isabelle V. Taylor 100 100 0 *
Edward Tejw 100 100 0 *
Judith M. Tellex 100 100 0 *
Ten Spot Investment 100 100 0 *
Elizabeth E. Thaler 100 100 0 *
Alice Thomas 100 100 0 *
Eugene Thomas C/F Charles
E. Thomas 100 100 0 *
Eugene Thomas C/F Mary Jo
Thomas 100 100 0 *
Evelyn A. Thompson C/F
Wendy M. Thompson 100 100 0 *
Ida B. Throm 100 100 0 *
Robert H. Tietjen 100 100 0 *
Mirco A. Tinon 100 100 0 *
Ronald Lee Tisdall 100 100 0 *
Bertha V. Tishler 100 100 0 *
W. Pearce Titter 100 100 0 *
Todd & Co. 100 100 0 *
Bernard E. Tofany 100 100 0 *
John S. & Elizabeth J.
Tomaszewicz 100 100 0 *
Mathew & Stella Toper 100 100 0 *
Michael A. & Kimberly J.
Torcello 100 100 0 *
Carol R. Torchia 100 100 0 *
John F. Torchia 100 100 0 *
Thomas R. Trabold 100 100 0 *
Dorothy Travis Exe. Est.
James F. Byrne Jr. 100 100 0 *
Lucy Trobia 100 100 0 *
Andrew J. Tubiolo 100 100 0 *
Constance Tubiolo 100 100 0 *
Veronica T. Tuminello 100 100 0 *
Vincent Turiano 100 100 0 *
Anna Turrie 100 100 0 *
Lubomyr Twerdochlib 100 100 0 *
Chester G. & Ruth B. Uffelman 100 100 0 *
Betty Unger 100 100 0 *
Raymond F. Unger 100 100 0 *
Harold J. Updaw 100 100 0 *
George D. Van Arsdale 100 100 0 *
Donald J. Van Epps 100 100 0 *
Estelle C. Van Epps 100 100 0 *
George & Grace Van Epps 100 100 0 *
Harold R. Van Voorhis 100 100 0 *
Josephine Vena 100 100 0 *
Thomas A. Vick 100 100 0 *
Madeline Viggiani 100 100 0 *
Norraine G. Voegtle 100 100 0 *
Marie T. Volpe 100 100 0 *
William C. & Harriet Von Langen 100 100 0 *
Peter H. Wagenblass 100 100 0 *
Lois F. Wagner 100 100 0 *
Beatrice C. Walden 100 100 0 *
Constance S. Walker 100 100 0 *
Donald E. Walker 100 100 0 *
Doris M. Walker 100 100 0 *
Eugene T. & Dorothy A. Walker 100 100 0 *
Herman Walker 100 100 0 *
James V. Walker 100 100 0 *
Kenneth N. Walker 100 100 0 *
Kenneth N. & Thelma A. Walker 100 100 0 *
Elizabeth Walsh 100 100 0 *
John Wm. Walsh 100 100 0 *
Patrick Walsh 100 100 0 *
Joel R. Warren 100 100 0 *
Joseph C. & Jessie W. Warren 100 100 0 *
John E. Waters 100 100 0 *
Mildred H. Webster 100 100 0 *
Arlyne S. Weider 100 100 0 *
Isadore Weiner C/F
Rochelle Weiner 100 100 0 *
Betty Weinstein 100 100 0 *
Isadore Weinstein 100 100 0 *
Bernard & Henrietta
Weisenfreund 100 100 0 *
June Feary Weiss 100 100 0 *
Ruth Weiss 100 100 0 *
Ruth Weiss C/F Susan Weiss 100 100 0 *
Gerald J. Weit 100 100 0 *
Gerald Wells 100 100 0 *
May S. Wells 100 100 0 *
Vernon A. & Jean L. Wemett 100 100 0 *
Western Union Co. 100 100 0 *
Kay Wexler 100 100 0 *
Paul Wexler 100 100 0 *
Ronald Whitcombe 100 100 0 *
Robert S. Whitmore 100 100 0 *
Robert Wilbert 100 100 0 *
Craig H. Wilcox 100 100 0 *
Harris Wilcox 100 100 0 *
William J. Wilson 100 100 0 *
Warren R. Wrege 100 100 0 *
Horace F. Writz 100 100 0 *
Edith B. Yans 100 100 0 *
Samuel L. & Marcia G. Yaroslow 100 100 0 *
Allen F. Yarton 100 100 0 *
Lynn S. Yeaw 100 100 0 *
Anthony H. Yonda 100 100 0 *
Anthony Joseph Yonda 100 100 0 *
Katherine T. Yonda 100 100 0 *
Florence Young 100 100 0 *
John H. Young 100 100 0 *
Dino Zava 100 100 0 *
Melvin Zax 100 100 0 *
Stanley Zborowski 100 100 0 *
Florence Zempel 100 100 0 *
Randolph P. Zickl 100 100 0 *
Arthur Zona 100 100 0 *
Stella M. Zona 100 100 0 *
George C. Zutes 100 100 0 *
Bella Zysman 100 100 0 *
Evelyn Thompson 101 101 0 *
Lacy Katzen Jones & Ryen Jones 105 105 0 *
Robin Dale Harper 106 106 0 *
Thomson McKinnon
Securities Co. 109 109 0 *
Prudential Bache Securities
Company 119 119 0 *
Ian C. Mclennan 121 121 0 *
Ronald A. Miller 130 130 0 *
Herbert W. Lacy 152 152 0 *
Esther Meyer 152 152 0 *
Isabel M. Mountain 152 152 0 *
Bertram Rapowitz 152 152 0 *
David M. Strasenburgh 152 152 0 *
Sylvia Zipkin 152 152 0 *
Jack Rubens 157 157 0 *
Merton Rubens 169 169 0 *
John Steffan 182 182 0 *
Vincent J. Iacona 186 186 0 *
John Paris 197 197 0 *
Spear Leeds & Kellog
Securities Corp. 282 282 0 *
Douglas E. Johnstone 304 304 0 *
Joel B. Reich 304 304 0 *
Nathan W. Gordon 334 334 0 *
Alice Safier 408 408 0 *
Jay B. Birnbaum 455 455 0 *
Richard S. Lane TTEE for
Allison 796 796 0 *
Yocheved Hershoff 839 839 0 *
Cede & Co 900 900 0 *
Rose Merzel 929 929 0 *
Martin Osber 929 929 0 *
Jessica L. Diamond 1,143 1,143 0 *
Michal Esther Diamond 1,143 1,143 0 *
Amy D. Luxenberg 1,143 1,143 0 *
Stephany Luxenberg 1,143 1,143 0 *
Dovid Sukenik 1,143 1,143 0 *
Josef Sukenik 1,143 1,143 0 *
Shira Sukenik 1,143 1,143 0 *
Shraga Sukenik 1,143 1,143 0 *
Michael Diamond 4,643 4,643 0 *
Suzanne Luxenberg 4,643 4,643 0 *
Rachelle Sukenik 4,643 4,643 0 *
Morris Diamond 7,401 7,401 0 *
Shirley Diamond 8,073 8,073 0 *
Tramdot Development 14,643 14,643 0 *
Southward Investment 49,542 49,542 0 *
First Southwest Company 60,000 60,000 0 *
Raymond Hatch 60,000 60,000 0 *
Aerogie.plus AG 925,926 925,926 0 *
Alain Millot 4,376 4,376 0 *
Aline Renard 83,699 83,699 0 *
Anne-Marie Madignier 4,376 4,376 0 *
Anton E. Schrafl 476,890 438,613 38,277 *
Bernard Nicolas (2) 651,849 301,703 350,146 3.30%
Bruno Restif 8,931 8,931 0 *
C R Tinsley 37,037 37,037 0 *
Colette Boutin 1,697 1,697 0 *
Dominique Bachellerie 83,699 83,699 0 *
EG Investments Ltd. 50,000 50,000 0 *
Escalon, Ltd. 200,000 200,000 0 *
Francois Danel 4,376 4,376 0 *
Francois Mangin 25,518 25,518 0 *
George W. Lee Jr. 20,000 20,000 0 *
Glen Ridge Congregational 111,111 111,111 0 *
Glenda Hoffman 18,519 18,519 0 *
Go Glo Co 50,000 50,000 0 *
Guy Bronoel (3) 293,975 34,743 259,232 2.50%
Harry A. Jacobs Jr. 92,593 92,593 0 *
Helene Lewin 4,376 4,376 0 *
Howard Messer 46,296 46,296 0 *
Jay T. Snyder 50,000 50,000 0 *
Jayant H. Gandhi 255,180 255,180 0 *
Jean-Francois Evellin 196,399 196,399 0 *
Jean-Francois Fauvarque 90,558 34,832 55,726 *
Jean-Yves Nicolas 178,626 178,626 0 *
Loeb Partners Corp. 31,250 31,250 0 *
Malbena Foundation 178,626 178,626 0 *
Martine Brivois 1,697 1,697 0 *
Michel L Morin (4) 1,287,246 690,150 597,096 5.50%
Noelle Tassin (5) 137,205 26,169 111,036 1.10%
Orest Bedrij 26,852 4,630 22,222 *
Patrick Vayn 303,167 279,167 24,000 *
Philippe Moisand 83,699 83,699 0 *
Prejla Nikac 100,000 100,000 0 *
Quatern 496,262 496,262 0 *
Ralph Isham 92,500 92,500 0 *
Richard M.H. Thompson (6) 1,992,921 1,619,347 373,574 3.50%
Ronald Hart 46,296 46,296 0 *
Sagax Fund II Ltd. 215,882 215,882 0 *
Serge Besse (7) 118,245 17,416 100,829 1.00%
Serge Chavanne (8) 386,263 202,756 183,507 1.80%
SGA AG 370,370 370,370 0 *
Sidney Lazard 87,500 87,500 0 *
Solar Energy Ltd. 280,000 280,000 0 *
Tatiana Zeller 17,863 17,863 0 *
Thierry Pottier 4,376 4,376 0 *
Valux S.A. 200,000 200,000 0 *
Warren Bagatelle 31,250 31,250 0 *
William Hungerford 92,600 92,600 0 *
William J. Potter (9) 1,703,385 1,204,947 498,438 4.70%
Ridgewood Group 203,553 203,553 0 *

</TABLE>

(1) Shares not outstanding but deemed beneficially owned by virtue of the
individual's right to acquire them as of the date of this prospectus, or
within 60 days of such date, are treated as outstanding when determining
the percent of the class owned by such individual.

(2) Shares beneficially owned before and after offering include 350,146 stock
purchase warrants.

(3) Shares beneficially owned before and after offering include 57,160 stock
purchase warrants and 202,072 options.

(4) Shares beneficially owned before and after offering include 597,096 stock
purchase warrants.

(5) Shares beneficially owned before and after offering include 111,036
options.

(6) Shares beneficially owned before and after offering include 373,574 stock
purchase warrants.

(7) Shares beneficially owned before and after offering include 100,829
options.

(8) Shares beneficially owned before and after offering include 62,264 stock
purchase warrants and 121,243 options.

(9) Shares beneficially owned before and after offering include 498,438 stock
purchase warrants.

We will pay all expenses to register the shares, except that the
selling shareholders will pay any underwriting and brokerage discounts, fees
and commissions, specified attorneys' fees and other expenses to the
extent applicable to them.

Selling shareholders who are affiliates of EC Power have agreed not
to sell any of their shares until EC Power has terminated its offering.
These persons include William Potter, Michel Morin, Richard Thompson, Bernard
Nicolas, and Patrick Vayn. We do not intend to develop a public trading
market for our common stock until our offering has been terminated.

Selling shareholders may sell their shares of common stock
either directly or through a broker-dealer or other agent at prices related
to prevailing market prices, if a public trading market develops and exists,
or negotiated prices, in one or more of the following kinds of transactions:

* Transactions in the over-the-counter market if a public trading
market develops;

* A block trade in which a broker or dealer will attempt to sell
shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction.

* Purchases by a broker or dealer as principal and resale by a broker
or dealer for its account.

* Ordinary brokerage transactions and transactions in which a broker
solicits a buyer.

* In privately negotiated transactions not involving a broker or
dealer.

Broker-dealers or agents may purchase shares directly from a
selling shareholder or sell shares to someone else on behalf of a selling
shareholder. Broker-dealers may charge commissions to both selling
shareholders selling common stock, and purchasers buying shares sold by
selling shareholders. If a broker buys shares directly from a selling
shareholder, the broker may resell the shares through another broker, and the
other broker may receive compensation from the selling shareholder for the
resale.

To the extent required by laws, regulations or agreements we have
made, we will use our best efforts to file a prospectus supplement during the
time the selling shareholders are offering or selling shares covered by
this prospectus in order to add or correct important information about the
plan of distribution for the shares.

In addition to any other applicable laws or regulations,
selling shareholders must comply with regulations relating to distributions by
selling shareholder, including Regulation M under the Securities Exchange Act
of 1934, as amended. Regulation M prohibits selling shareholders from
offering to purchase or purchasing our common stock at certain periods of time
surrounding their sales of shares of our common stock under this prospectus.

Some states may require that registration, exemption from registration
or notification requirements be met before selling shareholder may sell
their common stock and warrants. Some states may also require selling
shareholder to sell their common stock only through broker-dealers.

<PAGE>
<PAGE>
[Alternate Page for Selling Shareholders' Prospectus]

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

You should rely only on the information contained in this document or
that we have referred you to. We have not authorized anyone to provide you
with information that is different. This prospectus is not an offer to sell
common stock and is not soliciting an offer to buy common stock in any state
where the offer or sale is not permitted.

EC Power, Inc.
10,175,537 Shares of Common Stock

_________________, 2000

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

Until ___________, 2000 (90 days after the
date of this prospectus), all dealers effecting
transactions in the shares offered by this pro-
spectus - whether or not participating in the
offering - may be required to deliver a copy
of this prospectus. Dealers may also be
required to deliver a copy of this prospectus
when acting as underwriters and for their
unsold allotments or subscriptions.

Table of Contents

Page

Prospectus Summary 2
Risk Factors 5
Forward-Looking Statements 11
Use of Proceeds 12
Dividend Policy 13
Capitalization 14
Certain Market Information 17 ______________________
Management Discussion 19
Business 24
Management 34 Prospectus
Certain Transactions 42
Principal Stockholders 45 ______________________
Distribution 46
Description of Securities 48
Legal Matters 49 ___________, 2000
Experts 49
Available Information 50

<PAGE>
<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers.

The only statute, charter provision, by-law, contract, or other
arrangement under which any controlling person, director or officers of the
Registrant is insured or indemnified in any manner against any liability which
he may incur in his capacity as such, is as follows:

The Company's Articles of Incorporation permit and its By-laws require
the Company to indemnify officers and directors to the fullest extent
permitted by the Delaware Business Corporation Law (OBCA). The Company has
also entered into agreements to indemnify its directors and executive officers
to provide the maximum indemnification permitted by Delaware law. These
agreements, among other provisions, provide indemnification for certain
expenses (including attorney fees), judgments, fines and settlement amounts
incurred in any action or proceeding, including any action by or in the right
of the Company.

Article VI of the Company's By-laws permits the Company to indemnify its
directors, officers, employees and agent to the maximum extent permitted by
the OBCA. Section 317 of the OBCA provides that a corporation has the power
to indemnify and hold harmless a director, officer, employer, or agent of the
corporation who is or is made a party or is threatened to be made a party to
any threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative, against all expense, liability and loss
actually and reasonably incurred by such person in connection with such a
proceeding if he or she acted in good faith and in a manner he or she
reasonably believed to be in the best interest of the corporation, and, with
respect to any criminal proceeding, had no reasonable cause to believe that
the conduct was unlawful. If it is determined that the conduct of such person
meets these standards, such person may be indemnified for expenses incurred
and amounts paid in such proceeding if actually and reasonably in connection
therewith.

If such a proceeding is brought by or on behalf of the corporation (i.e.,
a derivative suit), such person may be indemnified against expenses actually
and reasonably incurred if such person acted in good faith and in a manner
reasonably believed to be in the best interest of the corporation and its
stockholders. There can be no indemnification with respect to any matter as
to which such person is adjudged to be liable to the corporation unless and
only to the extent that the court in which such action or suit was brought
shall determine upon application that, despite such adjudication but in view
of all of the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper.

Where any such person is successful in any such proceeding, such person
is entitled to be indemnified against expenses actually and reasonably
incurred by him or her. In all other cases (unless order by a court),
indemnification is made by the corporation upon determination by it that
indemnification of such person is proper in the circumstances because such
person has met the applicable standard or conduct.

A corporation may advance expenses incurred in defending any such
proceeding upon receipt of an undertaking to repay any amount so advanced if
it is ultimately determined that the person is not eligible for
indemnification.

The indemnification rights provided in Section 317 of the OBCA are not
exclusive of additional rights to indemnification for breach of duty to the
corporation and its stockholders to the extent additional rights are
authorized in the corporation's articles of incorporation and are not
exclusive of any other rights to indemnification under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise, with as to
action in his or her office and as to action in another capacity which holding
such office.

Item 25. Other Expenses of Issuance and Distribution.

The estimated expenses of the offering, all of which are to be borne by us,
are as follows:

<S> <C> <C>
SEC Filing Fee $ 6,429
Printing Expenses 5,000
Accounting Fees and Expenses 15,000
Legal Fees and Expenses 25,000
Blue Sky Fees and Expenses 5,000
Registrar and Transfer Agent Fee 2,000
Marketing Expenses 30,000
Miscellaneous 11,571
----------

Total $ 100,000

</TABLE>

__________________________

Item 26. Recent Sales of Unregistered Securities.

1. Upon its formation, EC Power LLC (LLC) issued membership interests
to 10 persons for $284,341 in cash contributions, and for services
rendered. These interests were issued pursuant to an exemption from
registration provided by Section 4(2) of the Act, as each of the
investors were accredited, sophisticated investors who were give
access to all pertinent information about the LLC.

2. During 1998, LLC issued additional membership interests to two
entities that loaned money to the LLC. These interests were issued
pursuant to an exemption from registration provided by Section 4(2)
of the Act, as each of the investors were sophisticated investors
who were give access to all pertinent information about the LLC.

3. In March 1999, in a reorganization under section 351 of the Internal
Revenue Code, LLC merged into EC Power, Inc., (ECPI). ECPI issued
3,513,319 common shares in exchange for the LLC membership
interests. The issuance of the shares in the reorganization was
made pursuant to an exemption from registration provided by Section
4(2) of the Act, as each of the investors were sophisticated
investors who were give access to all pertinent information about
ECPI.

4. In April 1999, ECPI and Neft Acquisition Corporation merged, with
ECPI the surviving entity. ECPI issued 1,428,571 common shares to
approximately 1,100 Neft shareholders in a transaction made pursuant
to the exemption provided by Section 4(2) and Rule 504 under the
Act. ECPI was a large shareholder of Neft; accordingly, 1,093,965
of those shares were returned to treasury.

5. In April 1999, ECPI exchanges 950,467 shares of common stock for 90%
of the outstanding stock of Sorapec, SA, a French company. ECPI
issued the shares to 16 French residents, in a transaction exempt
from the Securities Act by Regulation S.

6. In July-August 1999, ECPI sold 185,192 shares of common stock to 3
persons for $50,002 ($.27 per share). These shares were offered and
sold pursuant to an exemption from registration provided by Section
4(2) of the Act, as each of the investors were accredited,
sophisticated investors who were give access to all pertinent
information about the ECPI.

7. In September-November 1999, ECPI sold 2,126,851 shares of Series A
Preferred Stock and 325,000 shares of common stock to 7 persons for
$574,250. These shares were offered and sold pursuant to an
exemption from registration provided by Section 4(2) and Rule 506 of
the Act, as each of the investors were accredited, sophisticated
investors who were give access to all pertinent information about
the ECPI.

8. In December 1999, ECPI issued 375,401 shares of common stock to 3
persons in consideration of their conversion of $75,080 of loans
($.20 per share). These shares were issued pursuant to an exemption
from registration provided by Section 4(2) of the Act, as each of
the investors were accredited, sophisticated investors who were give
access to all pertinent information about the ECPI.

9. In December 1999, ECPI issued 223,114 shares of common stock to 1
person in consideration of its conversion of loans of $60,241 ($.27
per share). These shares were issued pursuant to an exemption from
registration provided by Section 4(2) of the Act, as the investors
was an accredited, sophisticated investor who was give access to all
pertinent information about the ECPI.

10. In December 1999, ECPI issued 93,139 shares of common stock to 6
persons in payment of interest on loans of $24,261 ($.27 per share).
These shares were issued pursuant to an exemption from registration
provided by Section 4(2) of the Act, as each of the investors were
accredited, sophisticated investors who were give access to all
pertinent information about the ECPI

11. In December 1999, ECPI issued 375,001 shares of common stock to 5
persons for services they rendered to the company, which services
were valued at $101,250 ($.27 per share). These shares were issued
pursuant to an exemption from registration provided by Section 4(2)
of the Act, as each of the investors were accredited, sophisticated
investors who were give access to all pertinent information about
the ECPI

12. In the first quarter of 2000, ECPI sold 655,556 shares of common
stock to 3 persons for $177,000 ($.27 per share). These shares were
offered and sold pursuant to an exemption from registration provided
by Section 4(2) of the Act, as each of the investors were
accredited, sophisticated investors who were give access to all
pertinent information about the ECPI

13. In the second quarter of 2000, ECPI sold 575,556 shares of common
stock to 5 persons for $155,400 ($.27 per share). These shares were
issued pursuant to an exemption from registration provided by
Section 4(2) of the Act, as each of the investors were accredited,
sophisticated investors who were give access to all pertinent
information about the ECPI

14. In May, August, and September 2000, ECPI issued 583,152 shares of
common stock to 4 persons in consideration of their conversion of
loans and interest of $125,501 ($.20 per share). These shares were
issued pursuant to an exemption from registration provided by
Section 4(2) of the Act, as each of the investors were accredited,
sophisticated investors who were give access to all pertinent
information about the ECPI.

15. In April 2000, ECPI exchanged 178,626 shares of common stock for
Sorapec stock owned by one French resident. The transaction was
exempt from registration under the Securities Act by Regulation S.

16. In the third quarter of 2000, ECPI sold 1,807,408 shares of common
stock to 7 persons for $488,000 ($.27 per share). These shares were
issued pursuant to an exemption from registration provided by
Section 4(2) of the Act, as each of the investors were accredited,
sophisticated investors who were give access to all pertinent
information about the ECPI.

Item 27. Exhibits

a. The following Exhibits are filed as part of this Registration
Statement pursuant to Item 601 of Regulation S-B:

Exhibit No. Title
---------- -----

3.1 Certificate of Incorporation
3.1.2 Certificate of Designation of Series A Preferred Stock
3.2 Bylaws
4.1 Specimen Common Stock Certificate
4.2 Form of Subscription Agreement
5.0 Opinion of Neuman & Drennen, LLC
10.1 1999 Equity Incentive Plan
10.2 Contract between the European Community and Sorapec and
others relating to the Praze project.
10.3 Actual Cost Contract between the European Community and
Sorapec (and others).
10.4 Consortium Agreement
21.0 List of Subsidiaries
23.1 Consent of Neuman & Drennen, LLC
23.2 Consent of Kempisty & Company
24.0 Power of Attorney

Item 28. Undertakings

The undersigned Registrant hereby undertakes:

1. To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

a. Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

b. Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement;

c. Include any additional or changed material information on the
plan of distribution.

2. That, for determining liability under the Securities Act, to 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. To 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 directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant 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.

5. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred and
paid by a director, officer or controlling person of the Registrant 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 hereby, the Registrant 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.

<PAGE>
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form SB-2 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of New York, State of New York, on the 1st day of
November, 2000.

EC POWER, INC.

By: /s/ Michel L. Morin
---------------------------------
Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michel L. Morin and William J. Potter, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and re-substitution, for him and in his name, place, and stead,
in any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities with EC Power, Inc. and on the dates indicated.

Signature Position Date
-------- ------- ----

/s/ William J. Potter Chairman of the Board and 11/1/00
------------------------- Chief Financial Officer
William J. Potter

/s/ Richard M.H. Thompson President, Director 11/1/00
--------------------------
Richard M.H. Thompson

/s/ Michel L. Morin Chief Executive Officer, 11/1/00
-------------------------- Director
Michel L. Morin

/s/ Bernard Nicolas Director 11/1/00
--------------------------
Bernard Nicolas

/s/ Patrick Vayn Director 11/1/00
--------------------------
Patrick Vayn