E/S CORP, SB-1, 2000-02-28

E/S CORP
SB-1, 2000-02-28

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM SB-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

E/S CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Washington 91-1499002
(STATE OR JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)

19239 Aurora Avenue North
Shoreline, Washington 98133-3930
Tel: (206) 546-9660 Fax: (206) 533-1156
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)

Jack Orr, Esq., 3019 Narrows Place, Tacoma, WA 98407
-----------------------------------
(NAME AND ADDRESS OF AGENT OF SERVICE)

(253) 756-9795
---------------
(TELEPHONE NUMBER)

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

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 [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box [ ]
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
(Cross Reference Sheet)

Pursuant to Item 501(b) of Regulation S-K and Rule 404(a) the following cross-reference
sheet shows the location in the Prospectus of the information required to be included in
response to Items of Form SB-1.
============================================================================================
PART I Item Location
============================================================================================
<S> <C> <C> <C>
Item 1 Forepart of Registration Statement and Forepart of Registration Statement
Outside Front Cover Page of Prospectus Outside Cover Page of Prospectus
Item 2 Inside Front and Outside Back Cover Inside Front and Outside Back Cover
Pages of Prospectus Pages of Prospectus
Item 3 Summary of Offering Page 4
Item 4 The Company Page 8
Item 5 Risk Factors Page 6
Item 6 Use of Proceeds Page 20
Item 7 Dilution Page 23
Item 8 Capitalization Page 24
Item 9 The Business of the Company Page 8
Item 10 Management Page 21
Item 11 Executive Compensation Page 22
Item 12 Changes in Control Page 22
Item 13 Relationships Between Officers
and Directors Page 22
Item 14 Principal Stockholders Page 25
Item 15 Certain Transactions Page 22
Item 16 Description of Securities Page 25
Item 17 Subscription and Plan of Distribution Page 27
Item 18 Shares Eligible for Future Sale Page 28
Item 19 Management's Discussion and Analysis
of Financial Condition and Results
of Operations Page N/A
Item 20 Legal Matters Page 29
Item 21 Financial Statements Page F-1
Item 22 Table of Attachments Page II - 2
</TABLE>

<PAGE>
INITIAL PUBLIC OFFERING
PROSPECTUS

E/S CORPORATION

$500,000

1,000,000 SHARES OF COMMON STOCK

OFFERING PRICE: $0.50 PER SHARE MINIMUM PURCHASE: 2,000 SHARES ($1,000)

We have arbitrarily determined the offering price of $0.50 per share.

E/S CORPORATION
19239 Aurora Avenue North
Shoreline, Washington 98133-3930

The Offering
Per share Total
--------- --------
Public price $0.50 $500,000
Selling consideration $ -0- $ -0-
Proceeds to
E/S Corporation $0.50 $500,000

We are in the business of selling and distributing fuel savings and pollution
reducing products. Our main product, the EconoDraftTM flue control device, uses
patented technology to increase the efficiency of existing heating devices such
as furnaces, boilers and water heaters to reduce the fuel consumption and
minimize the emissions produced by the devices.

This is our initial public offering, and no public market currently exists for
our shares. The offering price may not reflect the market price of our shares
after the offering.

AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK

This investment involves special risks including, immediate substantial
dilution from the public offering price, substantial competition, possible
operating losses, substantial dependence upon management, continued control by
present shareholders, and the lack of any commitment to purchase shares. You
should purchase the shares only if you can afford a complete loss.

The Securities and Exchange Commission and state securities regulators have
not approved or disapproved these securities, or determined it this prospectus
is truthful or complete. Any representation to the contrary is a criminal
defense.

We are offering the shares ourselves, through our officers and directors.
They will not receive any compensation in connection with the offer and sale of
the shares. In the future, it is possible that we may secure the services of
securities brokers and dealers who will offer and sell the shares on our behalf
in which case they will receive compensation for their services. That
compensation will be paid from the proceeds we receive from sale of the shares
through the services of such brokers and dealers.

____________, 2000

<PAGE>
ESCROW OF SUBSCRIPTION PROCEEDS

We are offering the shares for sale on a continuous, best efforts basis.
Pending sale of the minimum of shares ($50,000) all proceeds from sale of the
shares will be deposited into an escrow account at U.S. Bank, N.A. Upon sale of
the minimum, the funds held in the escrow account will be released to us, after
payment of discounts and commissions to selling agents, if any. Thereafter the
offering will continue until all of the shares are sold or we terminate the
offering. In the event that the minimum amount of shares are not sold by
___________, 2,000 the offering will be terminated and all proceeds held in the
escrow account will be released to the persons having subscribed for the
shares, together with interest earned, if any. We will not make any offering
with this prospectus subsequent to, __________________ 2000.

DEALER PROSPECTUS DELIVERY OBLIGATION

Until (insert date) all dealers effecting transactions in the shares,
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.

FORWARD LOOKING STATEMENTS

CERTAIN STATEMENTS INCLUDED HEREIN OR INCORPORATED BY REFERENCE CONSTITUTE
"FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM AT OF 1995 (THE "REFORM ACT"). IT IS OUR DESIRE TO TAKE
ADVANTAGE OF CERTAIN "SAFE HARBOR" PROVISIONS OF THE REFORM ACT AND WE ARE
INCLUDING THIS SPECIAL NOTE TO ENABLE US TO DO SO. FORWARD-LOOKING STATEMENTS
INCLUDED OR INCORPORATED BY REFERENCE IN THIS PART INVOLVE KNOWN AND UNKNOWN
RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH WOULD CAUSE OUR ACTUAL RESULTS,
PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS TO DIFFER MATERIALLY FROM
THE FUTURE RESULTS, PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS
EXPRESSED OR IMPLIED BY THE FORWARD LOOKING STATEMENTS.

2
<PAGE>
TABLE OF CONTENTS

PROSPECTUS SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

CERTAIN TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

DILUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

CAPITALIZATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

PRINCIPAL SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . 25

DESCRIPTION OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . 26

PLAN OF DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

SHARES ELIGIBLE FOR FUTURE SALE . . . . . . . . . . . . . . . . . . . . . . 28

LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

FINANCIAL STATEMENTS . . F-1

3
<PAGE>
PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the information and
financial statements appearing elsewhere in this Prospectus.

GENERAL
- -------

THE COMPANY E/S Corporation is a Washington corporation formed on September
12, 1990, for the purpose of acquiring exclusive rights for the
manufacture, use, sale and distribution of the I.F.S.
Energy-SaverTM, a patented, in-line flue draft control
device. Our address is 19239 Aurora Avenue North Shoreline,
Washington 98133-3930. Until July 1, 1996, we were a wholly
owned subsidiary of Ultrexx Corporation. References to the
spin-off from Ultrexx Corporation can be found in the business
history section of this Prospectus.

PRINCIPAL We are engaged in the business of the manufacture, sale and
BUSINESS distribution of fuel savings and pollution reducing products.
Our main product is the EconoDraft flue draft control which
is a retrofit device that upgrades the efficiency of existing
heating systems including furnaces, boilers and water heaters.
In particular, the EconoDraft flue draft control has the
potential to substantially reduce fuel consumption and minimize
emissions produced by lower efficiency heating units which burn
natural gas, propane, butane and heating oil fuels.

THE OFFERING Securities Offered: 100,000 common shares minimum
1,000,000 common shares maximum
Common Stock Outstanding:
Before Offering 2,211,614 common shares
After Offering 2,311,614 common shares minimum
3,211,614 common shares maximum

USE OF The proceeds of this Offering will be used principally for
PROCEEDS sales and marketing expenses, administration and operating
expenses, and working capital

CAPITALIZATION We have authorized capital of 50,000,000 shares of Common
Stock, $0.001 par value, of which 2,211,614 shares are
issued and outstanding.

KEY PERSONNEL Our President is Clifford M. Johnston. George M. White is a
Vice President Judy Morton Johnston is our
Secretary-Treasurer.

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<PAGE>
RISKS An investment in our shares of common stock is speculative and
involves a high degree of risk and immediate substantial
dilution, and should only be undertaken by investors who can
afford to lose their entire investment in these securities.
This investment has substantial risks, among them the fact
that, we have not had the capital to conduct the type of
product development and marketing program necessary adequately
to distribute our products and assess their marketability on
the scale contemplated by our management and as outlined in the
business discussions herein. Consequently, we have been
operating at a loss. In addition, there are risks special to
the energy conservation industry and particularly to the
heating equipment retrofit industry. There is no market for
our shares and no certainty that a market will develop.
See "Risk Factors."

<TABLE>
<CAPTION>
SUMMARY OF FINANCIAL INFORMATION

YEAR ENDED YEAR ENDED NINE MONTHS
12/31/97 12/31/98 ENDED 9/30/99
STATEMENT OF OPERATIONS DATA:
<S> <C> <C> <C>
Revenues -0- -0- -0-
Operating Expenses (92,315) (9,102) (49,064)
Net (Loss) Per Share (0.18) (0.018) (0.02)

* Includes all operations of since inception on September 12, 1990.

12/31/97 12/31/98 9/30/99
Balance Sheet Data:
Current Assets 20,088 20,088 46,067
Working Capital (185,608) (179,657) (129,997)
Total Assets 513,773 513,773 539,752
Total Liabilities 205,696 199,745 176,064
Stockholders' Equity 308,077 314,028 363,688

</TABLE>

5
<PAGE>
RISK FACTORS

A purchase of the common shares involves a high degree of risk. Prospective
investors should carefully consider the following factors, among others set
forth in this prospectus before making a decision to purchase the shares we are
offering.

WE ARE NOT YET PROFITABLE.

We are engaged in the business of the sale and distribution of fuel savings
and pollution reducing products. Our principal product is a retrofit device that
upgrades the efficiency of existing heating systems including furnaces, boilers
and water heaters. Primarily due to a lack of capital, we have not been able to
promote, manufacture and distribute this product to any significant degree and
therefore we have been operating at a loss and have not yet been able to
generate a profit from our operations. While our management believes it can
develop the infrastructure to enable us to achieve profitable operations, there
can be no assurance that this will be achieved.

We are still in the development stage and subject to all of the risks
inherent in the establishment of a new business enterprise. To address these
risks, we must, among other things, establish technical feasibility and complete
development of our technology, respond to competitive developments; attract,
retain and motivate qualified personnel, and obtain substantial additional
capital to support the expense of developing and marketing our technology.

OUR PRINCIPAL PRODUCT MUST STILL UNDERGO ADDITIONAL DEVELOPMENT AND TESTING.

We intend to engage in further development of the technology and in
predictive engineering testing on the EconoDraft device. Preparations for
product testing to date have encompassed identification of the respective safety
and performance requirements which are necessary and/or which are a prerequisite
to a successful national marketing campaign for the product. Product testing
will provide us with the information required for the listings and
certifications which are necessary for local, state and national safety
requirements and the necessary performance testing, including independent lab
testing, simulations, engineering analyses and necessary engineering opinions,
for the engineering studies to commercialize the EconoDraft device on a national
level. While our management believes it can develop the necessary engineering
results to enable us to achieve profitable operations, there can be no assurance
that this can be achieved.

THERE ARE CERTAIN REGULATORY APPROVALS WHICH ARE NECESSARY FOR US TO
SUCCESSFULLY OPERATE.

We would experience delays if more stringent safety listing requirements or
certification regulations get put in place that have not been accounted for in
the additional testing studies to be performed. We will need to structure
arrangements with industry personnel and companies to play critical roles in the
implementation of its project testing. If these associations do not materialize
and live up to our expectations, then there can be no assurance that profitable
operations can be obtained.

WE HAVE A NEED FOR WORKING CAPITAL THAT MAY BE ONLY PARTIALLY MET BY THIS
OFFERING.

At the present time we have limited working capital and face the need for
substantial additional working capital in the near future in order to continue
the development and expansion of our products and business. We have prepared
audited financial statements as of December 31, 1998 and unaudited financial
statements as of September 30, 1999, reporting that we are in the development
stage and our ability to establish ourselves as a going concern is dependent
upon our obtaining sufficient financing to continue to develop our financing
activities. Accordingly, our management believes that our continued existence is
dependent upon the proceeds from this offering and upon the achievement of
profitable operations in the future, for which there is no assurance.

6
<PAGE>
Management believes that the proceeds from this offering will be sufficient to
enable us to meet our current working capital requirements. We anticipate that
the proceeds from the sale of the minimum of 100,000 shares will be sufficient
to meet our capital requirements and allow us to implement our business plans
over the next 12 months. We also believe that the sale of the maximum of
1,000,000 shares will provide us with sufficient capital to continue to finance
our operations and expansion plans beyond the next 12 months. However, if only
the minimum number of shares are sold, or even if all of the shares offered are
sold, it is possible that our capital needs may be greater than currently
anticipated. If this is the case, then we will be required to seek other
sources of financing. No assurance can be given that other financing will be
available, if it is required; or even if it is available, that it will be
available on terms and conditions satisfactory to our management.

CERTAIN SERVICES WILL BE PROVIDED TO US BY OUR AFFILIATES.

We will rely on some of our affiliates to provide us with certain services,
including accounting, administration, public relations and investor relations.
We will be obligated to pay any of our affiliates which may render services to
us from time to time regardless of our profitability. The rate of compensation
to be paid to our affiliates will not be determined by arms-length negotiations.

Certain conflicts of interest may arise between or among us and our
affiliates. Our management or affiliates directly or indirectly, are and may
again in the future, participate as general or limited partners of partnerships,
shareholders, officers and/or directors of other corporations, or members and/or
managers of limited liability companies that engage in lending activities that
are similar to ours. In addition, our management and/or affiliates may be
financially interested in and devote substantial time to other businesses and
activities that may compete with ours.

WE ARE DEPENDANT ON OUR KEY PERSONNEL, NONE OF WHOM ARE UNDER EMPLOYMENT
CONTRACTS AND ALL OF WHICH CURRENTLY ARE ENGAGED IN OTHER BUSINESS ACTIVITIES.

We are dependent on the services of Clifford M. Johnston, President; George
White, Vice President; and Judy Morton Johnston, Secretary-Treasurer. The loss
of their services could have a material adverse effect on our operations. At
the present time these people plan to be actively engaged in other business
endeavors and they may not be devoting themselves full time to the manage-ment
of our operations. At present, we have no product development or marketing
support staff, and we will only be able to establish marketing and product
engineering functions, with sufficient experienced personnel to implement our
business strategy for material penetration of the various market places, upon
successful completion of this offering of our shares. We will need the funds
from this offering to make the necessary personnel additions.

Based on the number of shares outstanding at September 30, 1999, and upon
completion of the offering made hereby, even assuming that all of the shares
being offered are sold, our directors and officers as a group will beneficially
own and control a majority of the outstanding shares of common stock. It is
likely that our officers and directors and their affiliates will have the power
to approve all matters requiring a majority vote of shareholders.

Our Articles of Incorporation and Bylaws provide that we must indemnify our
officers, directors, and employees to the full extent provided by Washington
State law in the event of a claim made by third parties against such officers,
directors, or employees arising from their employment with us. The Articles of
Incorporation also provide that officers and directors shall have no liability
to us or to our shareholders for cash damages to the full extent permitted under
Washington law.

7
<PAGE>
WE HAVE A SUBSTANTIAL NUMBER OF SHARES THAT ARE ELIGIBLE FOR FUTURE SALE.

As of September 30, 1999, we had 2,211,614 shares of common stock that were
issued and outstanding all of which were issued and sold pursuant to exemptions
from registration with the Securities and Exchange Commission and state
securities agencies. 1,500,000 shares of the issued and outstanding common
stock issued were issued and sold pursuant to exemptions from registration with
the Securities and Exchange Commission and state securities agencies which
permitted the offer and sale of such shares through "general solicitations."
Thus, such shares are not considered "restricted securities" and may currently
be sold. The remaining 711,614 of the shares of common stock which are issued
and outstanding are considered "restricted securities" and may not currently be
sold. However, in the future such shares may be resold in compliance with Rule
144 promulgated by the Commission under the 1933 Act. Rule 144 generally
provides, that a person holding restricted securities for one year from the date
the securities were purchased from the issuer, or an affiliate of the issuer,
and fully paid, may sell limited quantities of the securities to the public
without registration, provided there shall be certain public information with
respect to the issuer. Pursuant to Rule 144, securities held by non_affiliates
for more than two years may generally be sold without reference to the current
public information or broker transaction requirements, or the volume
limitations. None of the outstanding restricted shares are currently available
for resale pursuant to Rule 144. However, as a result of this offering some or
all of the currently restricted shares will become available for resale in the
near future. When and if a market for the common shares is established, the
resale of formerly restricted shares could have a material negative impact upon
the market price for the common shares.

Further, since the shares are being offered by us through our officers,
directors, and agents on a "best efforts" basis there can be no assurance that a
substantial amount of shares above the minimum will be sold. No broker_dealer
has been retained as an underwriter and no broker_dealer is under any obligation
to purchase any of the shares. In addition, our officers, directors, and agents
collectively have limited experience in the offer and sale of securities on our
behalf.

AT THE PRESENT TIME THERE IS NO TRADING MARKET FOR THE SHARES AND THEREFORE
THERE IS A LACK OF LIQUIDITY.

There is currently no public market for our common stock and there can be
no assurance that a trading market will develop at the conclusion of this
offering. Even if such a trading market should develop an investor in the
shares may not be able to resell the shares at or near their original offering
price. Further, any market for our shares that might develop will, in all
likelihood, be a substantially limited one. All of this means that there will
be a general lack of liquidity to an investment in the shares.

THE COMPANY

We were incorporated in Washington State on September 12, 1990. Our
executive offices are located at 19239 Aurora Avenue North, Shoreline, WA
98133-3930. Our telephone number is 206-546-9660, and our fax number is
206-533-1156.

We are engaged in the business of the manufacture, sale and distribution of
fuel savings and pollution reducing products. We currently hold an exclusive
right in the United States, and a non-exclusive right elsewhere, to manufacture,
use, sell and distribute the technology related to a product known as the I.F.S.
Energy-SaverTM under a license agreement with an unaffiliated third party. This
device incorporates patented technology into an in-line flue draft control
device, which we have trade named - the EconoDraftTM flue draft control device.

8
<PAGE>
This product is a retrofit device which upgrades the efficiency of and minimizes
the emissions produced by furnaces, boilers and water heating systems which burn
natural gas, propane, butane and heating oil fuels.

THE TECHNOLOGY AND PRODUCTS.

General. The EconoDraft is a fuel savings device. It is technically
known as an Expansive Device or a Constant Flue Draft Control Appliance - which
reduces the flow of air through an exhaust vent without restriction, thus
maintaining a powerful draft at low velocities. We believe that the
EconoDraftTM is the only draft control device of its kind. It consistently
delivers high fuel savings on most oil and gas fired heating appliances -
particularly atmospheric furnaces, water heaters and boilers. There are three
major benefits from the use of an EconoDraft device, which are:

- Average savings to household or business estimated at 28% annually.

- Carbon dioxide emissions are reduced in proportion to fuel savings,
while comfort level, convenience and unit life are enhanced.

- There is virtually no maintenance required once the EconoDraft(TM)
is installed, no costly service calls, no moving parts for electrical
connections of any kind.

EconoDraft(YM) product overview. The patented technology incorporated into
the EconoDraftTM device greatly reduces the consumption of natural gas, propane
and heating oil fuels in standard heating equipment by increasing the efficiency
of combustion and slowing the movement of combustion gases out the flue.

It is a non-mechanical, non-electrical, and maintenance-free energy
conservation device. Its installation is applicable to natural gas, propane, and
butane heating appliances, particularly atmospheric units. The EconoDraftTM
device is fail-safe and works during the "on" and "off" cycle of an appliance.
The EconoDraftTM device applications are as follows:

- gas fired, oil fired atmospheric furnace
- gas fired water heater
- hanging gas heaters
- atmospheric gas boiler (hot water or steam heat)
- atmospheric oil boiler (hot water or steam heat)
- power boilers (gas & oil fired)
- bottle gas furnace (propane or butane)

Results from installation of an EconoDraftTM device. With the retrofit of
an EconoDraftTM to a combustion appliance (i.e. furnace, boiler or water heater)
there are two basic results: airflow or excess draft is reduced up to 50% and
temperature increases within the heat exchanger by 40o to 150o F. There are
three basic ways by which efficiency is increased:

1) With reduced excess air at the burner, a more optimum mixture of air
and fuel is obtained, hence higher flame temperature (lower O2, higher
CO2 readings result). If fuel inputs were raised before installation
in order to balance fuel to excess air, then fuel inputs may be
decreased after EconoDraftTM installation.

2) By slowing the movement of combustion gases through the heat
exchanger, more time is allowed for heat transfer while less heat
escapes out the chimney or flue. Higher stack temperature also
results, reducing maintenance cost incurred in cases where excess
draft causes condensation inside the vent.

9
<PAGE>
3) By reducing excess draft, less heat is drawn out the space in which
the heating appliance is located whether the heating unit is running
or not. Less heat is drawn through the appliance during the off cycle.
This results in heating appliances cycling less frequently.

DEVELOPMENT AND ACQUISITION OF THE TECHNOLOGY.

We entered into a license agreement with the Patented Energy Partnership,
an Illinois general partnership, on April 19, 1991 under which we acquired the
exclusive marketing rights to the EconoDraftTM flue draft control device on
April 19, 1991. The EconoDraftTM device is a product which has a large market
potential for fuel savings and emissions reduction. However, the marketing and
distribution of the technology and products has lain dormant and virtually
unknown to the public at large since 1984. The unit was marketed with some
success between 1979 and 1984, with nearly 100,000 units having been sold and
installed in the U.S. and Canada. In 1984, a patent dispute erupted which
virtually stopped all sales and marketing because, with the proprietary status
of the patent in question, none of the then interested parties wanted to expend
the resources necessary to effectively commercialize and promote the product.

The patent litigation was settled in early 1991 with the formation of
Patented Energy Partnership, which is not affiliated with us. Patented Energy
Partnership was formed in January, 1991, as the result of the settlement of the
patent infringement law suit which had commenced in 1985. This partnership was
formed to hold title as a single entity to all the patents, trademarks,
"know-how", business information, technical drawings, and goodwill associated
with the products that had been called the I.F.S. Energy-SaverTM and the
Fuelbuster(TM).

The technology which was acquired and held by Patented Energy Partnership
as a result of the settlement of the patent litigation includes the following:

- United States Pate-nt no. 4,291,671, issued September 19,1981 and a
counterpart Canadian Patent no. 1,119,497, issued March 9, 1982 and
the invention claimed and disclosed therein.

- United States Patent no. 4,836,184, issued June 6,1989 and the
invention disclosed and claimed therein.

- United States Patent Re. 32,671, issued May 24, 1988 (a reissue of
United States Patent no. 4,499,891, issued February 19, 1985) and the
invention disclosed and claimed therein.

- All rights and title throughout the world, including registrations, in
the trademarks: International Flue Saver, EconoDraft, IFS (word and
logo), and Fuelbuster, together with the goodwill associated with the
businesses, services, and products in connection with which these
trademarks are used.

- The know how, business information, and technical drawings of
International Fuel Savers, Inc., Dennis R. Senne, John Seppamaki, and
Fuelbusters, Inc. used for the manufacture and sale of licensed
products (as has been defined in the license agreement), including
test data, governmental approvals, sales

10
<PAGE>
literature, and all customer, distributor, and dealer information used
for the sale and installation of the licensed products.

Our license agreement with Patented Energy Partnership provides us with an
exclusive license to manufacture, sell and distribute goods related to the
patented technology and related products in the United States, its territories
and possessions. Under certain conditions, Patented Energy Partnership may
convert the license agreement to non-exclusive license at a reduced royalty
rate.

Between May of 1991 and March 1993, we marketed the EconoDraftTM device to
various energy facility administrators and through selected distribution
channels. Attempts were made to get the device qualified into various utility
rebate programs. We also analyzed the commercial viability of the EconoDraftTM
device in terms of the requirements of demand side management companies, energy
reduction companies and utilities.

In representing the EconoDraft(TM) device during the period May of 1991 to
March 1993 to various energy facility administrators, in marketing through
selected distribution channels, in attempting to get this device qualified into
an utility rebate programs and in analyzing the commercial viability of the
EconoDraft(TM) device with regard to the requirements of demand side management
companies, energy reduction companies and utilities, it became apparent that all
or part of the following requirements needed to be met:

(1) additional approvals by the appropriate recognized regulatory
agencies and the certification of a standard for heating control devices by the
American Gas Association.

(2) engagement of a professional engineering firm to quantify the
device's technical viability in terms of safety and performance given the
device's role in working as part of the venting configuration and its operating
effect on specific furnace and boiler systems specific to their installation in
order to qualify for federal and state governmental agency energy rebate
programs.

(3) development of engineering methodology and test results to
effectively estimate the energy reduction capabilities as a result of an
EconoDraft(TM) device installation on a particular installation.

Because of limited capital resources we were not able at that time to
complete any of these required steps. As a result, between the period of April,
1995 to October, 1999, we had little or no development activity and were
essentially dormant. In the late summer and early fall of 1999 our management
began taking steps to move the further development of our technology forward,
including raising capital to further develop the products. We believe that by
further developing the technology and performing additional engineering on
product safety and predictive engineering testing on the EconoDraft device as
needed, we will be able to commercialize the technology on a national level.

PATENTS, QUALIFICATIONS, AND TESTING

Patents. International Flue Savers, Inc., was granted a U.S. design patent
in 1981 (#4,291,771), a U.S. methods patents in 1989 (#4,836,184), and a
combined design/methods patent in Canada in 1981 (#119497). These are the
patents which are incorporated into our license agreement with the Patented
Energy Partnership.

Testing. In the past, the EconoDraftTM has undergone various tests and
evaluations for safety and effectiveness. This testing has been conducted by the
following organizations, among others:

11
<PAGE>
- American Gas Association Laboratories

- Pacific Testing and Research Laboratory, Inc.

- Counsel of American Building Officials

- Pittsburgh Testing Laboratory

- Several power companies

- City, state and federal agencies

- Various manufacturers of furnaces, heat pumps, etc.

Authorizations for use. As a result of this testing, the device was
authorized for use by certain organizations in both the U.S. and Canada. These
organizations (and the date of testing or authorization) included:

<TABLE>
<CAPTION>
<S> <C>
American Gas Association Laboratories Pacific Inspection & Research Laboratory, Inc.
Cleveland, OH Redmond, WA
Engineering Report #ER5-12 PIRL #84-177
January 8th, 1980 February 23rd, 1982

Building Official and Code Pittsburgh Testing Laboratory
Administration International, Inc. Pittsburgh, PA
Homewood, IL Lab #841899
Report #NER-197 November, 1983
December 10th, 1983

U.S. Department of Energy U.S. Armed Forces Command
Washington, D.C. Deputy Chief of Staff, Engineer
Weatherization Program Fort McPherson, Georgia
August 17th, 1986 July, 1984

I.C.B.O. (International Conference of Building S.B.C.C.I. (Southern Building Code
Officials), dated: December 20th, 1983 Congress International, Inc.), dated:
Report No. NRB-197 December 20th, 1983
Report No. NRB-197

G.S.A. (General Services Administration) H.U.D. (Department of Housing and
Report no. GAS-OOS-71190, contract number Urban Development)
as listed in new item introductory schedule
</TABLE>

Manufacturers Approvals. Certain manufacturers have previously approved
our EconoDraftTM device for use in conjunction with their devices. These
manufacture approvals include:

- Carrier, Mfg of Heating & Air Conditioning Products, November, 1981

- Lattner Manufacturing Co., Mfg of Industrial Steam Boilers, March, 1984

- Rheem, Mfg of Heating & Air Products, September, 1986

WHILE THE DATES OF THE TESTING, AUTHORIZATIONS AND MANUFACTURING APPROVALS SET
FORTH ABOVE ARE IN MOST CASES OVER 15 YEARS OLD, DURING THE PERIOD FROM 1991
THROUGH 1993 WHEN ADDITIONAL SALES AND MARKETING WERE BEING CONDUCTED WE RELIED

12
<PAGE>
UPON THESE CERTIFICATIONS AND APPROVALS AND ENCOUNTERED NO DIFFICULTIES RELATED
TO THE NEED TO OBTAIN ADDITIONAL CERTIFICATIONS OR APPROVALS FROM ANY OF THESE
ORGANIZATIONS.

MARKETING STRATEGIES

The Mandate for Environmental Protection. The energy crises of the 1970s
and 1980s gave rise to heightened public awareness for the need to conserve
energy. The United States' dependence upon foreign oil coupled with
unprecedented growth has led to the development of various programs sponsored by
the Department of Energy to encourage energy conservation. During the late 70s
and 80s, this was accomplished primarily using tax rebate programs to subsidize
the purchase of energy savings devices.

As the economy continues to grow in this country and around the world, the
cost in environmental damage is increasingly clear. Legislation governing
fossil fuel use and incentives for reducing emissions are already widespread.
More stringent emission standards for automobiles, heating equipment and various
industrial processes are the first steps towards controlling air pollution. As
tougher laws continue to be implemented to curtail emissions, we believe that
manufacturers and the general public will be required to seek out new ways to
conserve fuel. We believe that the EconoDraftTM device is adaptable enough and
price competitive so that it will be a strong candidate for the attention of
both manufacturers and the public.

Legislative mandates. There are several legislative (local, state,
federal) influences adding momentum to energy conservation efforts:

- Legislation has created market-induced energy efficiency psychology.
The regional impacts of Clean Air Legislation will vary considerably
because of regional differences in levels of emissions and options
available to reduce thoselevels. Actively managed and supported by top
management, energy facility managers are now much more aggressive in
pursuing potential energy savings and lowering levels of pollution
emissions.

- Strong support exists for mandating greater energy efficiency.
Highlights of the existing energy bill: tax breaks for some
conservation practices and requirement of the federal government to
cut energy use in federal buildings.

- Emissions monitoring and energy conservation legislative encouragement
have made demand-side management programs an integral component of
facility resource planning.

Enviromental advantages. There are several environmental advantages which
we believe are derived from installing an EconoDraft(TM) device. These include
the following:

- The increased efficiency decreases fuel consumption.

- A Reduction in pollution emissions.

Economic advantages. Further, among others, four economic reasons argue in
favor of installing an EconoDraft(TM) device:

13
<PAGE>
- Utilities are counting on and encouraging continued energy
conservation efforts to delay the need for new generating facilities.
Private sector-induced savings are expected to produce new energy
efficiency gains.

- An EconoDraft(TM) device installation pays for itself through fuel
cost savings in a very short period of time via our pricing policy.

- If energy costs rise, the device will continue to proportionally
reduce energy expenses; consequently, dampening per unit energy cost
rates and creating an even greater impact in reducing total energy
costs.

- Through a utility rebate program, which can be a very large percentage
of a system retrofit project, consumers will begin to profit from day
one.

Atmospheric heating and hot water appliance applications. The types of
heating units for which the EconoDraft(TM) device has retrofit application can
generally be referred to as "atmospheric heating units." These would include
furnaces, boilers and water heaters which draw air through the combustion
chamber/heat exchanger by virtue of natural draft. Natural draft is created by
the difference in temperature between the column of air within the heating unit
and the outside air. Higher efficiency power draft units, which drive air
through the combustion chamber/heat exchanger with the aid of forced or induced
draft fans, are not as viable an application for EconoDraft(TM) as atmospherics.
We estimate that 90% of home heating units that utilize fossil fuel are
atmospheric units, though this percentage is shrinking due to the popularity of
high efficiency furnaces. Still, it is estimated that nearly 5,000,000
atmospheric heating units were manufactured and sold each year, prior to 1991.

Potential markets. We believe that the present view of the status and
prospects for the industry in which we operate are good. The major economic,
social, technological and regulatory trends have historically affected the
energy conservation industry in harmonious ways.

The potential markets for our products and devices are initially believed
to be commercial buildings, banking chains, hotel chains, apartment complexes,
light industrial complexes, university and college campuses, etc. These type of
energy consumers are continually searching for ways in which to reduce their
consumption and thus reduce their costs of operation. A large percentage of
these energy consumers are natural gas or other combustible fuel users. Thus
they will have a type of system which will be an application which we believe
can demonstrate cost savings through installation of an EconoDraftTM device.

We also believe that there are residential applications for the device. It
is our intention to further investigate and qualify our products for these
markets in the longer term.

The analysis of the potential for success in obtaining long-term profit
margins will depend on the factors affecting our competitive position as well as
the competitive position of the industry as a whole within the economy. Our
goal is to engage a competitive strategy that will position ourselves to take
advantage of the factors which are acting in our favor. We believe that this
will be accomplished by using our competitive advantages to exploit the factors
within all identified niche markets. Highlights of these competitive advantages
are:

- While alternative products which reduce energy consumption by
attacking the combustion/ drafting/ waste heat problem do exist, the
EconoDraftTM device enjoys either a price-performance advantage or the
alternative product is not a legitimate substitute product for the
selected target market segment.

14
<PAGE>
- A proprietary learning curve has been realized, with the establishment
of relationships that are pointed toward finalization of the necessary
professional support services: direct sales, manufacturing,
installation, servicing, project funding, testing, and engineering
service organizations.

- Energy savings to end-users can be as high as 28 % per annum on
average, of their current consumption. The energy industry's end-user
system-type, aged firing equipment yields an infrastructure which
affords for built-in profitability.

- Merits of the pricing policy, guaranteed savings level and funding
options allow greater flexibility when introducing the product to the
market.

- Informational complexity, technical advise and other necessary
customer service applications will be developed to enable us to carry
out an information systems strategy that will be needed to establish
confidence in our products. A database will be created from existing
and newly developed technological and testing studies which can
provide specific user information.

- We will develop targeting information for our marketing efforts which
will include the class of customer, location of customer, annual
natural gas consumption, type of firing system being utilized and an
energy facility manager contact for commercial and industrial
accounts.

Business development . Our management believes that a broad developmental
approach to marketing is required. Our marketing strategy will be guided by
three general goals:

- establishing relationships with large distribution entities, including
furnace manufacturers, fuel manufacturers, fuel distributors and major
utilities;

- concentration on local sales efforts through the recruitment of
established furnace dealers as distributors of the EconoDraft device;
and

- employment of professional salespeople to pursue major industrial,
commercial and governmental accounts.

Our initial developmental marketing plan has two general goals:

- building strategic marketing relationships

- developing a decentralized sales network.

We intend to develop marketing relationships with large distribution
entities- particularly demand side management companies, fuel distributors,
utilities and furnace manufactures - to enhance the effectiveness of all of our
other marketing efforts. Passive resistance from utility companies and the need
for further product safety and performance testing are two major reasons why
earlier marketing efforts have not been successful. With the continuing
pressure to conserve fuel and reduce harmful emissions, including CO2, we
believe a profound change in the relationship between utilities and fuel
conservation companies such as ourselves has occurred, whereby the utilities are
compelled to take an active role in promoting fuel savings and emissions
reduction.

15
<PAGE>
Commercial, industrial and governmental sales are intended to be conducted
by a network of highly experienced, professional salespeople. We believe that
within their respective distribution networks, these types of sales
representatives are searching for new ways to promote fuel conservation and
reduction of emissions. We believe that a device with the fuel savings
potential of EconoDraftTM will have the opportunity to gain acceptance by these
agents and representatives in an accelerated time frame, and distribution of our
products could begin in a very short time.

The following is a more specific outline of our sales, marketing and
distribution strategies:

- DEVELOPMENTAL MARKETING - We intend to develop strategic relationships
with existing marketing distribution entities while expanding
promotional efforts to key governmental and media entities. The sales
network will be divided along residential and commercial/ industrial/
governmental lines. Residential sales will utilize a mix of full and
part time representatives, trained and managed through a decentralized
network. Commercial/ industrial/ governmental market will be assigned
through vertical market territories to specialized, professional sales
persons.

- STRATEGIC RELATIONSHIPS - Some specific entities with which strategic
relationships will be pursued include:

a) UTILITIES - one of our goals is to attain "preferred product"
status under the various utilities' energy efficiency rebate
programs. Such status would result in customer referrals while
providing compelling purchase incentives in the form of
government subsidies.

b) ENERGY SAVING / ECONOMIC DEVELOPMENT PROGRAMS FOR MINORITIES -
Securing preferred product status under these programs will
provide access to a broad social and political network within
urban center markets. Our principal goal is to obtain and sustain
market penetration in the urban centers of the cold belt states.

c) FUEL OIL DISTRIBUTORS - In return for access to their customer
base, probably by following distribution of media through their
direct mail billing system, we believe we can provide fuel oil
distributors with the means of answering customer complaints
regarding high cost, relative inefficiency and high emissions
associated with their product. Discussions with fuel oil
distributors in the Seattle area have indicated they are
receptive to this type of arrangement, given their need to slow
the loss of their customer base to the natural gas companies
through heating systems conversions. We intend to work with
several of these distributors through the Oil Heat Institute to
confirm the effectiveness of EconoDraftTM as the first step in
developing a cooperative marketing relationship.

d) PROPANE, BUTANE AND NATURAL GAS DISTRIBUTORS - Distributors in
outlying areas face problems of limited capacity and relatively
high cost. Rather than paying for costly reconstruction or
expansion of their systems, these suppliers are exploring
strategies that promote conservation as a solution to short
supply. We believe that the EconoDraftTM device presents these
distributors with a viable alternative.

e) FURNACE DISTRIBUTION AND SERVICE COMPANIES - Although many
furnace manufacturers might be considered our competitors for the
fuel conservation dollars, potential exists for cooperative
marketing efforts with furnace distribution and service
organization. EconoDraftTM optimizes the efficiency of
atmospheric furnaces, boilers and water heaters, providing a low
cost

16
<PAGE>
alternative to forced draft and "pulse" high efficiency furnaces.
Distributors with extensive lists of atmospheric heating unit
users may consider the EconoDraftTM an attractive option.

- DEMAND SIDE MANAGEMENT (DSM) AND PRODUCT DEVELOPMENT - Demand Side
Management (DSM) is the term generally used in the utility industry to
describe energy efficiency programs implemented on the "customer side
of the meter." Sincethe 1973 oil crisis, trends in energy efficient
investments by users have been sporadic, sometimes driven by fear of
extraordinary energy price increases and occasionally enhanced by
utility and tax subsidies. Recently, a very significant change has
occurred. The pursuit of DSM opportunities takes two distinct forms.
One is direct marketing of efficiency programs to customers, often but
not always with utility rebates. The other form is through utility
RFP's (request for proposal). In the latter case, the utility procures
capacity and energy through bids, similar to the process for
purchasing new generating capacity from independent (non-utility)
producers. The successful bidder must then install energy efficient
equipment in customer facilities, paid for by the utility under a
performance contract - meaning the energy savings must be delivered
for the payments to be made.

MANUFACTURE & INSTALLATION OF THE ECONODRAFTTM FLUE DRAFT CONTROL APPLIANCE.

We intend to contract with local metals product fabrication companies for
the manufacture of the stainless steel EconoDraftTM in the 3" through 12"
diameters. While there is not currently a manufacturing agreement in place, we
believe that there are an adequate number of potential manufacturers with the
ability to meet our production goals to insure that adequate inventory can be
created at a reasonable cost. We will also contract to manufacture larger units
if a minimum order of 100 units per size is received. The EconoDraftTM device
will be installed by licensed, bonded and company certified contractors.
Contractors will install or cause to be installed all projects to which we sell
the EconoDraftTM device. We believe that we can arrange to have the devices
installed on a fixed cost per diameter inch for residential installation. We
have initially estimated that the cost will be up to $20.00 per diameter inch
for commercial/ industrial installations and $10.00 per diameter inch for
residential applications.

THE COMPETITION AND COMPETITIVE PRODUCTS.

There are a number of international, national and regional manufacturers
and distributors of various heating devices and heat saving devices which should
be considered to be in competition with us. Most of these manufacturers and
distributors are well established, adequately funded companies which have
greater product development, testing, manufacturing and distributing
capabilities than we do. However, we believe that many of these existing
organizations are potential customers for our devices and not just competitors.

There are also a number of products and devices that are direct competitors
with conservation measures on system wide scale, indirect competitors with
substitute products and potential allies, and competitors which can cross sell
into the energy conservation mix with our device.

These products are in competition for the energy savings dollar. However,
because of our EconoDraft(TM) device's high degree of effectiveness, maintenance
free design, low production cost and ease of installation, we believe that we

17
<PAGE>
will enjoy a price-performance advantage to these products and devices. Our
pricing strategy should further reinforce the EconoDraftTM device's advantages.
The following may be considered alternative products. Each has the stated merits
and the stated drawbacks.

Flue Dampers -- ($60-$350 plus installation). This is typically a
motor-driven disc installed in the furnace that stays open when the furnace is
on and closes when the furnace shuts off. It is designed to save energy by
holding in heat that would otherwise escape up the flue and be wasted. While a
flue damper does stop some of the off-cycle heat loss, it does nothing to save
energy while the furnace is running. Excess air still continues to waste energy
by lowering the combustion efficiency as well as the heat transfer efficiency of
the furnace.

Since the flue dampers only deal with a small part of the problem, they can
only produce limited fuel savings. Studies for the National Bureau of Standards
found the American Gas Association showed that the average savings with gas
furnaces is 5%. The study goes on to say that in any event these statistics are
misleading because they do not cite the conditions under which any savings are
possible. For example, according to a study sponsored by the Department of
Energy (DOE), flue dampers are not useful for furnaces located in unheated
spaces such as basements, garages and attics and in many cases, can actually
create heat losses to areas you want to heat.

A concern with flue dampers that far exceed fuel savings is safety. Whether
the flue damper is motor-driven or thermally activated, if it does not
open, it spills flue gases out of the draft hood. Further, it has moving
parts and possesses the potential hazard of not functioning properly. When
a flue damper does not open while a furnace is operating, carbon monoxide
(CO) spills out into the home. Carbon monoxide is odorless, colorless and
lethal. While most dampers have a built-in feature that theoretically
causes them to open in case of a malfunction, it is a moving part that does
not always do what it is supposed to do.

Heat Recoverers -- ($500-$3,000). Essentially, a heat exchanger, mounted
on the flue pipe, extracts heat from the flue gases as they flow up the stack.
Unfortunately, the heat recoverers extracts heat from flue gases that have
already been cooled by excess air and that contain unburned fuel. While
extracting heat from the flue gases does produce some savings, the savings are
limited since the heat recoverer still fails to deal with the problem of
excessive air flow through the appliance.

Studies by the National Bureau of Standards have shown a 6.6% average
seasonal energy savings, while a leading consumer group found that these
products do not recover more than 6% of the energy in the fuel burned (less than
20% of the wasted heat from the average furnace). At that rate, a consumer would
have to use over $7,000 of fuel a year for the product to pay for itself in one
year as usually claimed.

Interrupt Systems/Duty Cyclers - ($150-$850 plus installation). Interrupt
Systems or Duty Cyclers operate basically as their name implies. They interrupt
the burning cycle of the furnace by automatically opening and closing the fuel
input control. In other words, during a heating cycle (thermostat call for heat
to satisfy) the fuel in the burner is shut off when the heat exchanger (not the
thermostat) reaches a pre-set temperature. At this point, the fan theoretically
then moves the warm air from the exchanger to the rooms of the home. As soon as
the exchanger drops below the pre-set temperature, the fuel control is opened
again, the burner fires and warms up the heat exchanger. This cycling process
continues until the thermostat in the home is satisfied and the furnace shuts
down completely. As the air to the home is never very warm, thermostat
satisfaction takes considerably longer than under normal operation.
Consequently, the furnace and fan have a longer run time to satisfactorily heat
the home.

18
<PAGE>
This constant cycling effect is hard on the working parts of the furnace
and can cause them to wear out much sooner than they normally would. Further,
the duty cycler itself has moving parts to fail or wear out. It also consumes
more electricity, canceling a large part of the fuel saving.

A much more detrimental effect of this process is that the furnace is never
allowed to reach temperature for which it was designed to operate. As a result,
a chemical corrosion (rust) accrues in the heat exchanger and flue and could
drastically cut their life expectancy.

Mechanical Dampers/O2Trim Control for Big Boilers -- ($10,000 - $150,000).
More expensive products which are designed to accomplish increased efficiency by
a similar means, such as oxygen trim or oxygen linked flue gas analyzers, are
not economically competitive or feasible in certain scenarios, as with
installation complexes needing a large number of devices. Oxygen trimmers
provide for constant mechanical and electronic reading of the air mixture for
combustion. Although very expensive, they can provide savings of 8% to 20% on
large boilers.

Pulse Furnaces -- ($2,500-$3,000). Pulse furnaces have very sophisticated
firing systems and very efficient heat exchangers. Pulse furnaces can produce
combustion efficiencies in the field of up to 90%. However, they are very
expensive, prone to breakdowns, and discharge large amounts of very acidic
water.

Forced Draft Furnace -- ($1,500 - $3,000). Forced draft furnaces are very
efficient, producing combustion efficiencies in the range of 80%. However, they
are quite noisy, requiring insulated ducting, are prone to high maintenance
costs, and higher electrical bills.

Shrink Wrapping Products - (Various price points). Energy conservation
aids such as insulation, storm doors, thermopane windows, sealants, etc. are
useful to retain existing heat and help keep out the cold. You will hear energy
savings claims such as: up to 40% fuel saved; can cut your heat loss up to 50%;
save 30% on heating. Statements or advertising claims like these are misleading
because there is no established test procedure to make claims comparable. In
addition, claims imply that these savings apply to the whole house rather than,
such as the case of double pane windows, just the glass area. In most cases,
these products only save about 5% of the total house heating cost.

EMPLOYEES

We do not have any full time employees at the present time. We anticipate
adding employees to oversee the further development and marketing of our
products in the near future, depending on the amount of the proceeds received
from this offering of our shares.

FACILITIES

We currently maintain our executive offices and operations in space in
Seattle, Washington which we occupy together with certain of our current
officers and directors. We believe that this space is adequate for our needs
for the immediate future. When and if additional space is required, we believe
that there are adequate sites available in the Seattle metropolitan area to meet
our needs.

REGULATION

The marketing and sale of our EconDraftTM and other products is subject to
both public and private regulation. In order for the device to be installed
onto existing heating and other devices we will need to obtain and maintain
approval by federal, state and local building regulatory agencies. To be able
to market our devices to other manufacturers and/or distributors of products on
which they could be installed we will need to obtain and maintain the
manufacturers' approvals, as well as certifications from such organizations as
the American Petroleum Association. If we are unable to do this, we will not be
able to effectively market our products and technology. We may also experience
delays if more stringent safety listing requirements or certification

19
<PAGE>
regulations are enacted which in all likelihood would require additional testing
studies to be performed. We believe it is necessary to structure our marketing
and manufacturer arrangements in such a way that other industry personnel and
companies will assist us by having critical roles in the implementation of our
testing and certification processing.

LITIGATION

We are not currently subject to any pending or threatened litigation.

USE OF PROCEEDS

The following table presents an estimation of how we intend to apply the
proceeds we receive from sale of the shares. It is only an estimation and the
actual application of the proceeds will depend upon a number of factors.

<TABLE>
<CAPTION>
MINIMUM MAXIMUM
(100,000 SHARES) (1,000,000 SHARES)
CASH PERCENTAGE CASH PERCENTAGE
-------------------- ---------------------------
<S> <C> <C> <C> <C>
GROSS PROCEEDS $50,000 100.00% $ 500,000 100.00%

Less: Offering expenses:
and fees:
Accounting & legal (1) 0 0.0% 00.0%
Misc. expenses (2) 7,500 15.0% 10,000 2.0%

Total expenses (3): $ 7,500 15.0% $ 10,000 2.0%
------- ----------- -------------- -----------

NET OFFERING PROCEEDS (3): $42,500 85.0% $ 490,000 98.0%

USE OF THE NET PROCEEDS

Sales and marketing expenses $22,500 52.9% $ 260,000 53.1%
Engineering and cert. expenses $ 0 0.0% $ 150,000 30.6%
General and admin. expenses $20,000 47.1% $ 30,000 6.1%
Working capital $ 0 0.0% $ 50,000 10.2%
------- ----------- -------------- -----------

TOTAL USE OF NET PROCEEDS: $42,500 100.0% $490,000 100.0%
======= =========== ============== ===========
<FN>

(1) This expense item includes the costs incurred for outside professional
services associated with the Offering. The amount of these expenses we will be
incur for such services rendered in connection with this offering is estimated at
$35,000. These amounts will be paid from our existing working capital reserves.

(2) This expense item includes the costs we expect to incur in establishing
and conducting our marketing program for the shares, certification of a standard
for heating control devices printing and copying of this prospectus, other
miscellaneous costs including supplies and various costs associated with offering
the shares for sale.

20
<PAGE>
(3) There are slight rounding differences between the sum of the percentages
and the actual percentage achieved from dividing the total dollar amount of
offering expenses by the total dollar amount of the offering proceeds.

The net proceeds we expect to realize from this offering, after allowance for
estimated expenses we incur and pay in connection with this offering ($10,000),
will be $490,000 if the maximum number of shares are sold. Based on our estimates,
at the maximum we expect to utilize approximately 53% of the net proceeds to
develop, enhance and expand the sales and marketing of our products, principally
the EconoDraftTM device. Approximately 30% of the net proceeds are expected to be
used to pay for the engineering and other expenses necessary to quantify the
device's technical safety and performance standards as part of the venting
configuration on specific furnace and boiler systems in order to obtain additional
regulatory certifications and to qualify the device for federal and state
governmental agency energy rebate programs. Although this is our present
intention the actual use may vary depending upon economic conditions and other
factors, including the results of future operations. Pending the specific
application of the net proceeds of this offering, funds will be invested in
interest bearing obligations and mutual funds.
</TABLE>

MANAGEMENT

OFFICERS AND DIRECTORS

The following table sets forth the names and ages of the members of our Board of
Directors, executive officers, and the position held by each:

NAME AGE POSITION
---- --- --------

Clifford M. Johnston 60 Director and President

George White 59 Director and Vice President

Judy Morton Johnston 52 Director and
Secretary-Treasurer

Each director is elected to hold office until the next annual meeting of
shareholders and until his successor has been elected and qualified. Officers
are elected annually by the Board of Directors and hold office until successors
are duly elected and qualified. The following is a brief account of business
experience during the past five years of each director and executive officer.

Clifford M. Johnston - Mr. Johnston has a broad background in corporate
administration, accounting, tax and legal experience. For the past 25 years Mr.
Johnston has provided corporate planning, business consulting, and assistance
with account and tax planning and held various financial, management and
marketing positions with U.S. corporations since 1970. Mr. Johnston served as
our Secretary/ Treasurer from 1992 until February of 1997 when he became
President. From 1990-1999, Mr. Johnston served as Secretary/Treasurer of Quality
Tax Service, Inc. responsible for corporate planning, business consulting,
accounting and tax service. From 1996 to the present, Mr. Johnston also served
as a Managing Member of Bristol Media, Ltd. and Valhalla Financial Group, LLC,
companies in the business of providing investor relations services to public
companies

George White - Mr. White was licensed as a CPA with the State of
Washington, and is currently non-practicing. Mr. White has served as
CFO/Controller of a number of both public and private companies during the last
ten years, but does not currently hold such position with any other company.
Mr. White is currently involved in various investment and venture capital
activities.

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<PAGE>
Judy Morton Johnston - From 1989 to the present Ms. Johnston has been a tax
practitioner with Quality Tax Service, Inc., currently serving as its President.
Quality Tax is a high-volume tax preparation/bookkeeping office in Seattle's
Central District.

We have no employment contracts with any of our personnel at this time and
none are presently contemplated.

EXECUTIVE COMPENSATION

As of the end of its last fiscal year we did not pay any compensation to
any of our executive officers in connection with the services they render to us.
It is expected that salaries will be paid to such persons as we begin to conduct
more significant business operations. We do not presently provide group medical
or life insurance for our employees, although the Board of Directors may
recommend such plans be adopted in the future.

There is not any additional compensation paid to any officer for his or her
services as a director. However, directors are entitled to be reimbursed for
reasonable and necessary out-of-pocket expenses incurred by them in connection
with attending meetings of the Board of Directors or other matters of our
business.

CHANGES IN CONTROL

We are not aware of any arrangement, including the pledge by any person of
securities, which may at a subsequent date result in a change in control.

DIRECTORS OF THE COMPANYRELATIONSHIPS BETWEEN OFFICERS AND DIRECTORS

Our President and Chief Executive Officer, Clifford M. Johnston and our
Assistant Secretary/Treasurer, Judy Morton Johnston, are husband and wife.

CERTAIN TRANSACTIONS

In October of 1998 E/S Corporation entered into a "Contractor's Agreement
with TCKTS, L.L.C. dba Bristol Media, Ltd. under which public relations,
investor relation and other consulting services will be rendered to E/S
Corporation by TCKTS and certain other of its affiliates. TCKTS, L.L.C. is a
Washington limited liability company which is owned 50% by Clifford and Judy
Johnston and 50% by Jerry Cornwell and is, therefore, an affiliate of E/S
Corporation.

TCKTS, L.L.C. has subcontractor agreements with 4 Point Lake, L.L.C., XXX
Enterprises, Corp. and Northwest Funding Group, Inc. under which these
organizations will collectively provide the public relations, investor relation
and other consulting services to E/S Corporation through TCKTS. 4 Point Lake,
XXX Enterprises and Northwest Funding Group are all affiliates of E/S
Corporation. 4 Point Lake is wholly owned by Clifford M. Johnston and Judy
Morton Johnston who are officers and directors of E/S Corporation. XXX
Enterprises is wholly owned by Jerry Cornwell who is not an officer and
director, but does beneficially own over 10% of the issued and outstanding
shares of the common stock, of E/S Corporation as of the date of this
prospectus. Northwest Funding Group, Inc. is wholly owned by George White who
is an officer and director of E/S Corporation. On April 7, 1999, 4 Point
Lake, L.L.C. and XXX Enterprises, Corp were each issued 250,000 shares of E/S
Corporation common stock in exchange for services that had been rendered under
the consulting arrangement. The issued shares were valued at $0.05 per Share at
the time they were issued.

22
<PAGE>
DILUTION

On August 10, 1998, our shareholders approved a rollback of the issued and
outstanding shares of our common stock on a one share for each six shares of
issued and outstanding. All balances, including shares of common stock issued
and outstanding, set forth in this prospectus have been adjusted to reflect this
stock split.

As off September 30, 1999, E/S Corporation had outstanding stockholders'
equity of $363,688. The net tangible book value was $0.13 per share. The
estimated net tangible book value after sale of the maximum shares is estimated
at $0.24 per share. If all the shares offered hereunder are sold, purchasers
under this offering will hold 100,000 shares, or 4.3% of the shares for which
they will have paid $50,000 at the minimum and 1,000,000 shares, or 31.1% of the
shares for which they will have paid $500,000 at the maximum. The purchasers
under this offering will realize an immediate dilution of $0.26 per share in
book value, and present stockholders an immediate increase of $0.11 per share.
The dilution to the purchasing shareholders will be greater if all shares
offered are not sold.

Dilution is a reduction in book value of a purchaser's investment
determined by the difference between the purchase price and the net tangible
book value of the shares purchased after the purchase takes place. Net tangible
book value per share is equal to shareholders' equity, as given on the balance
sheet, less intangible assets divided by the number of shares outstanding.

The following tables summarize the difference between the number of shares
purchased from the company, the total consideration paid in cash, and the
average price per share paid by existing shareholders and the purchaser of
shares in this Offering as of September 30, 1999 at both the Minimum and Maximum
levels assuming a per share purchase price of $0.50.

SALE OF MINIMUM NUMBER OF SHARES
- -------------------------------------

<TABLE>
<CAPTION>
Total Cash
Shares Purchased Consideration Average
------------------- -------------------- Price
Number Percent Amount Percent per Share
--------- -------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C>
Existing Shareholders 2,211,614 95.7% $1,367,244 96.5% $0.62
New Investors 100,000 4.3% $ 50,000 3.5% $0.50
--------- -------- ---------- --------
Totals 2,311,614 100.0% $1,417,244 100.0%
========= ======== ========== ========
</TABLE>

SALE OF MAXIMUM NUMBER OF SHARES
- -------------------------------------

<TABLE>
<CAPTION>
Total Cash
Shares Purchased Consideration Average
------------------- -------------------- Price
Number Percent Amount Percent per Share
--------- -------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C>
Founding Shareholders(1)(2) 2,211,614 68.9% $1,367,244 73.2% $0.62
New Investors 1,000,000 31.1% $ 500,000 26.8% $0.50
--------- -------- ---------- --------
Totals 3,211,614 100.0% $1,867,244 100.0%
========= ======== ========== ========
</TABLE>

On conclusion of this offering, assuming 100,000 Shares are sold at the
Minimum or 1,000,000 Shares are sold at the Maximum at the offering price of
$0.50 per share, the proforma net tangible book value to the existing
shareholders and the decrease in net tangible book value to purchasers of shares
in the offering are summarized in the following table:

23
<PAGE>
<TABLE>
<CAPTION>
Minimum Maximum
Proceeds Proceeds
--------- ---------
<S> <C> <C>
Offering Price $ 0.50 $ 0.50

Net tangible book value per share at September $ 0.13 $ 0.13
30, 1999

Increase attributable to purchases by new investors $ 0.01 $ 0.11

Net tangible book value per share at September
30, 1999 as adjusted for this offering, after
deducting offering expenses (2) $ 0.14 $ 0.24

Dilution of net tangible book value to new $ 0.49 $ 0.26
investors
</TABLE>

CAPITALIZATION

The following table sets forth the capitalization of E/S Corporation at
September 30, 1999, as adjusted to reflect the sale of 100,000 shares at the
Minimum and 1,000,000 shares at the Maximum at the offering price of $0.50 per
share, and the receipt of the anticipated proceeds in the amount of $42,500 at
the Minimum and $490,000 at the Maximum, net of estimated offering expenses of
$10,000 and $490,000, respectively.

<TABLE>
<CAPTION>
September 30, 1999

Actual As Adjusted
------ ------------

Minimum Maximum
Proceeds Proceeds
-------- --------
<S> <C> <C> <C>
Long-term notes payable, net of current portion $ 0 $ 0 $ 0

Stockholders' Equity:
Common Stock (no par value),
50,000,000 shares authorized and
2,211,614 issued at September 30, 1999;
100,000 Shares if minimum and
1,000,000 Shares if maximum, outstanding
upon completion of this offering (1) 1,369,456 1,411,956 1,859,456

Retained Earnings (Deficit) (1,005,768) (1,005,768) (1,005,768)
------------ ------------ ------------

Total Stockholders' Equity 363,688 406,188 854,000
------------ ------------ ------------

Total Capitalization $ 363,688 $ 406,188 $ 854,000
============ ============ ============
</TABLE>

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information as of September 30, 1999
with respect to those persons or groups known to the Company who beneficially
own more than five percent of the Company's Common Stock, for each officer and
director and for all officers and directors as a group.

24
<PAGE>
<TABLE>
<CAPTION>
Number of Percent After
Name and Address of Owner Shares Percent Offering(2)
- ------------------------ ------- Before ----------
Offering
----------
Mininum Maximum
------- -------
<S> <C> <C> <C> <C>
Clifford M. and Judy 421,423 19.1% 18.2% 13.1%
Johnston(1)(2)
George M. White(3) 1,000,000 45.2% 43.3% 31.1%
Parrish M. Ketchmark(3) 1,000,000 45.2% 43.3% 31.1%
577 Chestnut Ridge Road
Woodcliffe Lake, NJ 07675
Jerry Cornwell(1)(4) 302,500 13.7% 9.4%
Raymond A. Barner 200,000 9.0% 8.7% 6.2%
830-D 115th Street SW
Everett, WA 98204
All officers and Directors as a
group(3 persons) 1,421,423 64.3% 61.5% 44.3%
<FN>

(1) The address for these persons is 19239 Aurora Avenue N., Seattle,
WA 98133.

(2) This amount includes 250,000 shares held in the name of 4 Point
Lake, LLC which is wholly owned by Clifford M. and Judy Johnston and 52,500
shares which are held in the name of Valhalla Financial Group, L.L.C., which is
50% owned by Clifford M. and Judy Johnston and 50% owned by Mr. Jerry Cornwell.

(3) All of these shares are held in the name of WSK Management
Corporation which is owned 67% by Mr. White and 33% by Mr. Ketchmark.

(4) This amount includes 52,500 shares which are held in the name of
Valhalla Financial Group, L.L.C., which is 50% owned by Clifford M. and Judy
Johnston and 50% owned by Mr. Jerry Cornwell and 250,000 shares held in the name
of XXX Enterprises Corp.
</TABLE>

DESCRIPTION OF SECURITIES

COMMON SHARES

Our Articles of Incorporation, as amended, authorize the issuance of up to
50,000,000, $0.001 par value Common Shares. As of September 30, 1999 we had
2,211,614 shares of common stock issued and outstanding. Each holder of record
of Common Shares is entitled to one vote for each share held on all matters
properly submitted to the shareholders for their vote. Cumulative voting is not
authorized by the Articles of Incorporation.

Holders of outstanding Common Shares are entitled to those dividends
declared by the Board of Directors out of legally available funds, and, in the
event of liquidation, dissolution or winding up of the affairs of E/S
Corporation, holders are entitled to receive ratably the net assets of E/S
Corporation available to other Common Shareholders. Holders of outstanding
Common Shares have no preemptive, conversion or redemptive rights. All of the
issued and outstanding Common Shares are, and all unissued Common Shares, when
offered and sold will be, duly authorized, validly issued, fully paid and
nonassessable. To the extent that additional Common Shares of E/S Corporation
are issued, the relative interests of the then existing shareholders may be
diluted.

25
<PAGE>
DIVIDEND POLICY

Holders of Common Shares are entitled to dividends in the discretion of the
Board of Directors and payment thereof will depend upon, among other things, E/S
Corporation's earnings, its capital requirements and its overall financial
condition. E/S Corporation has not paid any cash dividends on its Common Shares
since inception and intends to follow a policy of retaining any earnings to
finance the development and growth of its business. Accordingly, E/S
Corporation does not anticipate the payment of cash dividends upon its Common
Shares in the foreseeable future.

MARKET FOR COMMON SHARES

There is currently only no public market for the Common Shares of E/S
Corporation, and there can be no assurance that a trading market will develop in
the future. Further, the outstanding Common Shares are restricted securities as
that term is defined in Rule 144 under the 1933 Act, and can not be resold
without registration under the 1933 Act or an exemption from registration.

PREFERRED SHARES

E/S Corporation's Articles of Incorporation do not provide for the issuance
of Preferred Shares.

STOCK OPTIONS & WARRANTS

There are no stock options or warrants authorized or issued at the present
time.

TRANSFER AGENT AND REGISTRAR

The transfer agent for the Shares is Fidelity Transfer Company, 1800 SW
Temple, Suite 301 - Box 53, Salt Lake City, UT 84115; phone (801) 484-7222; fax
(801) 466-4122.

DETERMINATION OF OFFERING PRICE
The offering price for the Shares was determined by E/S Corporation based
on a variety of factors and does not bear any direct relationship to the assets,
results of operations to date or book value of E/S Corporation or to any other
historically based criteria of value. In determining such price, consideration
was given to, among other things, E/S Corporation's initial and projected
operating results, its prospects and earnings potential, its management and the
risks associated with an investment in the Shares. Additional consideration was
given to the general state of the economy and other factors which management
deemed material.

REPORTS TO SHAREHOLDERS

E/S Corporation is registered under the Securities Exchange Act of 1934, as
amended. We are required to file certain reports including quarterly and annual
reports with the Securities and Exchange Commission. We also .intend to furnish
our shareholders with annual reports which will describe the nature and scope of
our business and operations for the prior year and will contain a copy of E/S
Corporation's financial statements for its most recent fiscal year.

WASHINGTON STATUTES

Section 23B.08 of the Revised Code of Washington, as amended, authorizes a
Washington corporation to indemnify its officers and directors, against claims
or liabilities arising out of such person's conduct as officers and directors if
they acted in good faith and in a manner they reasonably believed to be in or

26
<PAGE>
not opposed to the best interests of E/S Corporation. The Articles of
Incorporation provide for indemnification of the directors and officers of E/S
Corporation. In addition, Article 11 of the By_Laws of E/S Corporation provide
for indemnification of the directors, officers, employees or agents of E/S
Corporation. In general, these provisions provide for indemnification in
instances when such persons acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of E/S Corporation.
Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to directors, officers and controlling persons of E/S Corporation
pursuant to the foregoing provisions, or otherwise, E/S Corporation has been
advised that in the opinion of the Commission, such indemnification is against
public policy as expressed in the 1933 Act and is, therefore, unenforceable.

PLAN OF DISTRIBUTION

E/S Corporation is presently offering its Common Shares pursuant to federal
regulations relating to Form SB-1 and concurrent state regulations. E/S
Corporation is offering a minimum of 100,000 and a maximum of 1,000,000 shares
of its Common Shares at $0.50 per share for an aggregate Offering amount of
$50,000 at the minimum and $500,000 at the maximum offering. E/S Corporation
reserves the right to terminate this Offering at any time prior to the closing
date of this Offering. The Offering will be managed and the Shares will be
offered and sold by or through E/S Corporation's officers, directors, and agents
on a "best efforts" basis. Such officers will not receive separate compensation
in connection with the offer and sale of the Shares.

Shares are offered only to bona fide residents of states where the Offering
has been qualified to be made. The Shares will be offered by officers of E/S
Corporation subject to applicable federal and state securities laws. No
commission or other remuneration will be paid with respect to the sale of Shares
in this offering. No broker or dealer has been retained or is under any
obligation to sell or purchase any of the Shares. However, E/S Corporation may
obtain the services of securities brokers and/or dealers in the future to assist
it in the offer and sale of the Shares. In such event, a commission may be paid
to these broker-dealers as agents of E/S Corporation, where allowed by law, in
an amount not to exceed 10% of the gross offering proceeds received on sales of
the Shares made by them. E/S Corporation may also agree to reimburse such
participating broker_dealers for expenses incurred in connection with the
offering, on a non_accountable basis. E/S Corporation and the participating
broker_dealers may further agree to indemnify each other against certain
liabilities, including liabilities arising under the Securities Act of 1933, as
amended, the 1933 "Act".

ESCROW ACCOUNT

This offering is being made on a "best efforts" basis and there is no
assurance that all or any of the Shares offered will be subscribed. The offer
will terminate if the Minimum of 100,000 shares are not sold by _____________ ,
2000, unless extended by E/S Corporation to ________ , 2000. All funds paid to
E/S Corporation by investors in subscriptions for shares will be placed in an
escrow account with U.S. Bank, NA, until E/S Corporation has received
subscriptions for the minimum of 100,000 shares, at which time the escrow will
be terminated and the funds in the escrow will be released to E/S Corporation to
allow for the closing of this transaction. If E/S Corporation does not receive
subscriptions for 100,000 shares by _____________ , 2000 (unless extended in E/S
Corporation's sole discretion to _________, 2000), then the funds held in escrow
will be returned to subscribers with interest earned, if any, and the offering
will be terminated. E/S Corporation will pay all bank charges related to
establishing and maintaining the Escrow Account. In no event will the bank
charges be deducted from the principal of any subscription for the shares.
There can be no assurance that all Shares offered hereunder will be sold.

27
<PAGE>
When and if the minimum is sold and the proceeds therefrom are deposited
into the escrow account, the escrow account will be closed and all proceeds
therein, including interest, will be delivered to E/S Corporation. After the
escrow account is closed, E/S Corporation may continue the offering until the
earlier of the sale of all shares or ___________________. All proceeds from the
sale of shares after the minimum is sold will be paid directly to E/S
Corporation and will be immediately available for use by E/S Corporation for the
purposes described herein.

SUBSCRIPTION PROCEDURES

E/S Corporation proposes to sell the 1,000,000 shares of E/S Corporation
stock at $0.50 per share. Unless notified to the contrary, persons wishing to
purchase Shares in this offering should complete and deliver to E/S Corporation
a Subscription Agreement, together with the purchase price payable in cash or
check. Checks should be made payable to "U.S. Bank, for E/S Corporation" Upon
receipt of the Subscription Documents, E/S Corporation will promptly review them
to confirm the suitability of the investor. If the investor is suitable and the
subscription is not rejected by E/S Corporation, the check for the purchase
price will be deposited into the escrow account at U.S. Bank. If, for any
reason, E/S Corporation determines the investor is not suitable or if it rejects
the subscription for any other reason, the investor's check and all subscription
documents will be promptly returned to the investor without interest and without
deduction.

MINIMUM PURCHASE

The minimum number of shares any single investor may purchase pursuant to
this offering is 2,000 at a total minimum price of $1,000.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this Offering, E/S Corporation will have, assuming the
maximum number of Shares offered herein are sold 3,211,614 shares of Common
Stock issued and outstanding. The Shares of Common Stock sold in this offering
will be freely transferable without restrictions or further registration under
the Securities Act. This does not include those shares purchased and/or held by
an "affiliate" (as that term is defined under the Securities Act) of E/S
Corporation who will be subject to the resale limitations of Rule 144
promulgated under the Act if and when E/S Corporation's securities qualify for
the resale exemption afforded by Rule 144. Although no trading market currently
exists for the Common Shares, E/S Corporation anticipates that it will make
application to the NASD's Over-the-Counter Bulletin Board market upon completion
of this Offering.

The shares of Common Stock owned by "control persons", officers and
directors are deemed "restricted securities" as that term is defined under the
Securities Act and in the future may be sold under Rule 144 at such time as E/S
Corporation's securities qualify for the resale exception afforded by said rule.
Rule 144 provides, in essence, that a person holding restricted securities for a
period of one year may re-sell shares every three (3) months, in brokerage
transactions and/or market maker transactions, in an amount equal to the greater
of (a) one per-cent (1%) of E/S Corporation's issued and outstanding Common
Stock or (b) the average weekly trading volume of the Common Stock during the
four calendar weeks prior to such sale. Rule 144 also permits, under certain
circumstances, the sale of shares without any quantity limitation by a person
who is not an affiliate of E/S Corporation and who has satisfied a two year
holding period.

28
<PAGE>
Additionally, shares underlying employee stock options granted, to the
extent vested and exercised, may be resold beginning on the ninety-first day
after the effective date of a prospectus, offering circular, or offering
memorandum pursuant to Rule 701 promulgated under the Securities Act.

Upon completion of the Offering, and assuming all Shares offered hereby are
subscribed to, E/S Corporation will have 3,211,614 shares of Common Stock
outstanding, of which 1,340,191 Shares will be freely transferable without
restriction under the Securities Act. Of the remaining shares of Common Stock
which will be outstanding 200,000 shares will be held by existing shareholders
who, at the date of this prospectus, have not held beneficial ownership thereof
for at least one year. Such shares will not qualify for resale under Rule 144
until each shareholder holds the shares for at least one year. At the end of
one year from when the shares were issued these shareholders will be able to
sell their shares, assuming that a trading market has been established for the
shares. There will be certain volume and manner of sale limitations imposed on
such shareholders at the time of resale if and when a public market for the
shares develops. The remaining 1,671,423 shares all of which are beneficially
owned by control persons or affiliates of E/S Corporation have either been held
for at least one year, or were issued in transactions that did not require such
shares to be classified as "restricted securities." Thus, all of the 1,671,423
shares held by the affiliates will be eligible for resale in a public market in
reliance on Rule 144, but will be subject to the volume and manner of sale
limitations imposed upon affiliates of the issuer under Rule 144. Currently,
none of E/S Corporation's shares of Common Stock are available for resale under
Rule 144 since E/S Corporation has not met all of the conditions required by the
rule, specifically, E/S Corporation has not made certain information available
to the public as required by Rule 144(c). Future resales under Rule 144, if and
when E/S Corporation meets the conditions of Rule 144, may have an adverse
effect on the market price of the Shares of Common Stock issued to subscribers
in this Offering.

There has been no public market for the common stock of E/S Corporation.
Upon completion of this offering, E/S Corporation intends to apply to have the
trading of its shares qualified for quotation on the NASDAQ's Over-the-Counter
Bulletin Board. It believes a public market for the shares will be established
at that time. However, there can be no assurances that a public market for the
shares offered herein will develop. If a public market for the Shares does
develop as planned, sales of shares by shareholders of substantial amounts of
Common Stock of E/S Corporation in the public market could adversely affect the
prevailing market price and could impair E/S Corporation's future ability to
raise capital through the sale of its equity securities.

LEGAL MATTERS

The validity of the shares offered herein will be opined on for us by the
Law Offices of Jack G. Orr, P.S. of Tacoma, Washington, which has acted as our
outside legal counsel in relation to certain, restricted tasks.

29
<PAGE>
AVAILABLE INFORMATION

We have filed with the Securities and Exchange Commission in Washington,
D.C., a registration statement on Form SB-1 under the Securities Act of 1933, as
amended, with respect to the shares we are offering. Prior to the effective
date of the Registration Statement we were not subject to the information
requirements of the Securities Exchange Act of 1934, as amended, (the "Exchange
Act"). At the time of the effectiveness of the Registration Statement we will
become a "reporting company" and required to file reports pursuant to the
provisions of the Exchange Act. This Prospectus does not contain all of the
information set forth in the Registration Statement, as permitted by the rules
and regulations of the Commission. Reference is hereby made to the Registration
Statement and exhibits thereto for further information with respect to E/S
Corporation and the Shares to which this Prospectus relates. Copies of the
Registration Statement and other information filed by with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission in Washington, D.C. at 450 Fifth Street, N.W., Washington, DC 20549
and at certain of its regional offices which are located in the New York
Regional Office, Seven World Trade Center, Suite 1300, New York, NY 10048, and
the Chicago Regional Office, CitiCorp Center, 500 West Madison Street, Suite
1400, Chicago, IL 60661-2511. In addition, the Commission maintains a World Wide
Web site that contains reports, proxy statements and other information regarding
registrants such as the Issuer, that filed electronically with the Commission at
the following Internet address: (http:www.sec.gov).DIRECTORS OF THE COMPANY

30
<PAGE>
E/S CORPORATION
(A DEVELOPMENT STAGE COMPANY)

UNAUDITED INTERIM FINANCIAL STATEMENTS
FOR THE PERIOD ENDED SEPTEMBER 30, 1999 AND
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

F - 1
<PAGE>
TABLE OF CONTENTS

Page
----

Accountant's Report F - 3

Financial Statements
Balance Sheet F - 4
Statements of Loss and Accumulated Deficit F - 5
Statements of Cash Flows F - 6
Statements of Changes in Stockholders' Equity F - 7

Notes to Financial Statements F - 9

F - 2
<PAGE>
Independent Auditor's Report

To the Board of Directors and Stockholders of
E/S Corporation
Shoreline, Washington

I have audited the accompanying Balance Sheet of E/S Corporation as of December
31, 1998, 1997 and 1996 and the related Statements of Loss and Deficit,
Statement of Cash Flows for the periods then ended, and the Statement of Changes
in Shareholders' Equity. My responsibility is to express an opinion on these
financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of E/S Corporation as of December 31,
1998, 1997 and 1996, and the results of its operations and its cash flows for
the periods then ended in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that E/S
Corporation will continue as a going concern. As discussed in Note 4 to the
financial statements, E/S Corporation is engaged in new operations, and the
ability to continue to exist as a going concern relies on the company's ability
to retain adequate financing and to generate sufficient sales. Management plans
in this regard are described in Note 6. The financial statements do not include
any adjustment that might result from the outcome of the uncertainty of future
agreements, financings or sales.

William L. Butcher, CPA P.S.
Everett, Washington
June 22, 1999

F - 3
<PAGE>
<TABLE>
<CAPTION>
E/S CORPORATION
(A Development Stage Company)
BALANCE SHEET
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------

ASSETS
------

09/30/99 12/31/98 12/31/97
------------ ------------ ------------
<S> <C> <C> <C>
CURRENT ASSETS
- --------------
Cash in Bank $ 25,979 $ -0- $ -0-
Inventory (Note 2) 20,088 $ 20,088 $ 20,088
------------ ------------ ------------
Total Current Assets 46,067 20,088 20,088

OTHER ASSETS
- ------------
License Rights (Note 3) 72,728 72,728 72,728
Advance Royalties Paid For
Manufacture Tags (Note 3) 318,413 318,413 318,413
Millard Escrow - Stock
Issued For Debt (Note 5) 102,544 102,544 102,544
------------ ------------ ------------
Total Other Assets 493,685 493,685 493,685
------------ ------------ ------------

TOTAL ASSETS $ 539,752 $ 513,773 $ 513,773
============ ============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY
-------------------------------------

CURRENT LIABILITIES
- -------------------
Taxes Payable $ 14,347 $ 14,347 $ 17,067
Accounts Payable (Note 4) 157,819 157,819 168,591
Loans Payable 3,898 17,287 10,325
Interest Payable -0- 10,292 9,713
------------ ------------ ------------
Total Current Liabilities 176,064 199,745 205,696

STOCKHOLDERS' EQUITY
- --------------------
Common Stock, 50,000,000 shares
authorized at $0.001 par
value; 3,037,349 shares issued
and outstanding as of 12/31/97;
511,614 issued and outstanding
as of 12/31/98; and 2,211,614
issued and outstanding as of
9/30/99 2,212 512 3,037
Additional Paid In Capital 1,367,244 1,273,944 1,264,819
Treasury Stock (64,300) (64,300) (64,300)
Accumulated Deficit (941,468) (896,128) (895,479)
------------ ------------ ------------
Total Stockholders' Equity 363,688 314,028 308,077
------------ ------------ ------------

TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY $ 539,752 $ 513,773 $ 513,773
============ ============ ============
</TABLE>

See accompanying notes and independent auditor's report.

F - 4
<PAGE>
<TABLE>
<CAPTION>
E/S CORPORATION
(A Development Stage Company)
STATEMENT OF LOSS AND ACCUMULATED DEFICIT
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------------------

Period Year Inception to Inception to
Ended Ended Year Ended Year Ended
09/30/99 12/31/98 12/31/97 09/30/99
----------- ----------- ------------- --------------
<S> <C> <C> <C> <C>
Revenues
Sales - Cash $ -0- $ -0- $ 45,940 $ 45,940
Sales - Discounted -0- -0- 9,348 9,348
----------- ----------- ------------- --------------
Total Revenues -0- 55,288 55,288

Cost of Goods Sold
Material Costs -0- -0- 14,561 14,561
Royalty Costs -0- -0- 1,915 1,915
Installation Costs -0- -0- 4,060 14,060
Sales Commissions & Lead Costs -0- -0- 23,571 3,571
Less Promotional Installs -0- -0- (3,144) (3,144)
----------- ----------- ------------- --------------
Total Cost of Sales -0- -0- 50,963 50,963
----------- ----------- ------------- --------------
Gross Profit -0- -0- 4,325 4,325

Expenses
Wages & Employee Benefits -0- -0- 73,664 73,664
Sales & Promotional Expense -0- -0- 110,294 110,294
Travel & Auto Expense -0- -0- 90,200 90,200
Technical Assistance Expense -0- -0- 40,702 40,702
Office, Postage & Telephone 192 11 53,530 53,733
Rent, Utilities & Maintenance -0- 6,600 54,398 60,998
Insurance -0- -0- 15,095 15,095
Professional Fees & Services 48,450 2,432 394,204 445,086
Taxes & Licenses 410 59 13,852 14,321
Subscription, Publications & Dues -0- -0- 6,964 6,964
Depreciation -0- -0- 40,337 40,337
Miscellaneous 12 -0- 5,243 5,255
Bad Debts & Thefts -0- -0- 10,423 10,423
----------- ----------- ------------- --------------
Total Operating Expenses 49,064 9,102 908,906 967,072
----------- ----------- ------------- --------------

Loss From Operations ( 49,064) (9,102) (904,581) (962,747)

Other Income & Expense
Interest Income -0- -0- (544) (544)
Interest Expense -0- 579 95,738 96,317
Other Income (3,724) (13,492) (106,852) (124,068)
Other Expense -0- 4,460 2,556 7,016
----------- ----------- ------------- --------------
Net Loss ( 45,340) (649) ( 895,479) ( 941,468)

Accumulated Deficit,
beginning of period ( 896,128) ( 895,479) -0- -0-

Accumulated Deficit,
end of period $( 941,468) $ (896,128) $ (895,479) $ (941,468)
=========== =========== ============= ==============
</TABLE>

See accompanying notes and independent auditor's report.

F - 5
<PAGE>
<TABLE>
<CAPTION>
E/S CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS FOR THE YEARS ENDING
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998 AND 1997
- ---------------------------------------------------------------------------------------------

Inception to Inception to
Period Ended Year Ended Year Ended Year Ended
09/30/99 12/31/98 12/31/97 09/30/99
---------------- ------------ ------------- ------------
<S> <C> <C> <C> <C>
Cash Flows From
Operating Activities:

Net Loss $ (45,340) $ (649) (895,479) $ (941,468)

Adjustments to Reconcile
Net Loss to Net Cash
Provided by Operating
Activities
Net Cash Provided by
Operating Expenses:
Depreciation -0- -0- 40,337 40,337
(Increase) Decrease In:
Inventory -0- -0- (20,088) (20,088)
License Rights -0- -0- (72,728) (72,728)
Advance Royalties -0- -0- (318,413) (318,413)
Escrow Stock to
Liquidate Debt -0- -0- (102,544) (102,544)
Increase (Decrease) In:
Furniture -0- -0- (40,337) (40,337)
Taxes Payable -0- (2,720) 17,067 14,347
Accounts Payable -0- (10,772) 168,591 157,819
---------------- ------------ ------------- ------------
Total Adjustments -0- (13,492) (328,115) (341,607)

Net Cash Provided by
Operating Activities: -0- -0- -0- -0-

Cash Flows From
Financing Activities:
Loans Payable (13,389) 6,962 10,325 3,898
Interest Payable (10,292) 579 9,713 -0-
Common Stock 1,700 (2,525) 3,037 2,212
Paid In Capital 93,300 9,125 1,264,819 1,367,244
Treasury Stock -0- -0- (64,300) (64,300)
---------------- ------------ ------------- ------------

Net Cash Received From
Financing Activities: 71,319 14,141 1,223,594 1,309,054

Cash Beginning of Periods -0- -0- -0-

Cash End of Periods 25,979 -0- -0- 25,979
================ ============ ============= ============
</TABLE>

See accompanying notes and independent auditor's report.

F - 6
<PAGE>
<TABLE>
<CAPTION>
E/S CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998 AND 1997
- -------------------------------------------------------------------------------------------

PAR ACCUMU-
VALUE PAID IN LATED TREASURY
SHARES AMOUNT CAPITAL LOSSES STOCK TOTAL
----------- ------- --------- --------- -------------- ---------
<S> <C> <C> <C> <C> <C> <C>
BALANCE,
DECEMBER 31, 1996 2,046,669 2,047 976,577 (802,585) (64,300) 111,739

APRIL 3, 1997 -
ISSUANCE OF 990,680
SHARES OF $0.001
PAR VALUE COMMON
STOCK FOR SERVICES
RENDERED, LOANS
AND ESCROW TO PAY
DEBT 990,680 990 288,242 -0- -0- 289,232

NET LOSS -
YEAR ENDED
DECEMBER 31, 1997 -0- -0- -0- ( 92,894) -0- ( 92,894)
----------- ------- --------- --------- -------------- ---------

BALANCE,
DECEMBER 31, 1997 3,037,349 3,037 1,264,819 ( 89,479) (64,300) 308,077

AUGUST 7, 1998 -
ISSUANCE OF
33,000 SHARES OF
0.001 PAR VALUE
COMMON STOCK FOR
RENT ON INVENTORY
STORAGE 33,000 33 6,567 -0- -0- 6,600

AUGUST 10, 1998 -
REVERSE STOCK
SPLIT OF ONE FOR
SIX (2,558,735) (2,558) 2,558 -0- -0- -0-

NET LOSS -
YEAR ENDED
DECEMBER 31, 1998 -0- -0- -0- (649) -0- (649)
----------- ------- --------- --------- -------------- ---------

BALANCE,
DECEMBER 31, 1998 511,614 512 1,273,944 (896,128) (64,300) 314,028

APRIL 7, 1999 -
ISSUANCE OF
1,000,000 SHARES OF
COMMON STOCK @ 0.05
PER SHARE PURSUANT
TO 504 REG D
OFFERING 1,000,000 1,000 49,000 -0- -0- 50,000
</TABLE>

See accompanying notes and independent auditor's report.

F - 7
<PAGE>
<TABLE>
<CAPTION>
E/S CORPORATION
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998 AND 1997

Par Accumu-
Value Paid In lated Treasury
Shares Amount Capital Losses Stock Total
--------- ------ --------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
April 7, 1999 -
Issuance of
500,000 shares of
common stock for
consulting services
@ $0.05 per share
pursuant to 504
Reg D offering 500,000 500 24,500 -0- -0- 25,000

June 8, 1999 -
Issuance of
200,000 shares
of common stock
for debt settlement
@ $0.10 per share 200,000 200 19,800 -0- -0- 20,000

Net Loss -
Period Ended
September 30, 1999 -0- -0- -0- ( 45,340) -0- ( 45,340)
--------- ------ --------- --------- -------- ---------

BALANCE,
SEPTEMBER 30, 1999 2,214,614 2,212 1,367,244 (941,468) (64,300) 363,688
</TABLE>

See accompanying notes and independent auditor's report.

F - 8

<PAGE>
E/S CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------

Note 1. The Company
- ----------------------

E/S Corporation ("the Company"), a Washington corporation, was formed on
September 14, 1990 to acquire the rights to manufacture and market a
revolutionary energy saving appliance, the IFS Energy-Saver - marketed under the
trade name EconoDraftTM. The Company acquired exclusive marketing rights on
April 19, 1991 to the IFS Energy-Saver from Patented Energy Partnership, an
Illinois general partnership, subject to performance requirements, one of which
was to pay annual royalty payments for metal manufacturing tags regardless of
sales.

In April 1992 the Company conducted a reverse takeover of Woodtech Industries,
Inc. ("Woodtech"); changed Woodtech's name to EconoDraft Corporation
("EconoDraft") and became a wholly owned subsidiary of EconoDraft.

In March 1993 the Company filed for protection under Chapter 11 of the United
States Bankruptcy Laws to protect its license agreement. Patented Energy
Partnership sued the Company in the Chapter 11 proceedings and the Company
counterclaimed. Finally, a settlement agreement was reached in March 1994 in
which the Company paid $70,000 for additional advance royalties in the form of
metal manufacturing tags; and in which the company was granted a moratorium for
the payment of further advance royalties for fifteen months. The Company then
withdrew from bankruptcy in March 1994.

The Company eventually defaulted on such further advance royalty payments and
the license agreement was cancelled subject to the Company retaining the right
to sell EconoDraftTM appliances up to the number of metal manufacturing tags it
had purchased in the form of advance royalties paid.

The Company then went dormant until Ultrexx Corporation (formerly EconoDraft
Corporation) spun off the Company to its approximately 200 shareholders on July
1, 1996 for 2,046,669 shares. The Company amended its Articles of Incorporation
on June 3, 1996 to provide for 50,000,000 common shares authorized at $0.001
par value.

During 1996, 1997 and 1998 the Company's only activities were to issue common
stock to settle out debt and services up to a total of issued and outstanding
common stock of 3,070,349 shares.

On August 10, 1998 the Company concluded a reverse stock split of one for six
ending with a total for issued and outstanding of 511,514 shares.

The Company has concluded a 504 Reg D offering of 1,500,000 shares for $75,000
($0.05 per share). The Company then intends to conduct a $50,000 minimum -
$500,000 maximum SB-1 registered public offering at $0.50 per share.

Note 2. Summary of Significant Accounting Policies
- --------------------------------------------------------

These financial statements include all of the assets, liabilities and results of
operations of the Company. Property and equipment are stated as cost.

F - 9
<PAGE>
Depreciation is computed for financial statement purposes as well as for federal
income tax purposes using the MACRS (Modified Accelerated Cost Recovery System).
Equipment is depreciated over five years, furniture and fixtures over seven
years, and leasehold improvements over thirty-nine years.

E/S CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 and 1996
- --------------------------------------------------------------------------------

Note 2. Summary of Significant Accounting Policies - continued
- --------------------------------------------------------

Inventory consists of EconoDraftTM flue draft control devices and Air-TrolTM
fresh air intake devices, and is valued at the lower of actual cost or market.

Note 3. Acquisition of License Agreement and Metal Manufacturing Tags
- ------------------------------------------------------------------------------

The Company acquired a license agreement from Patented Energy Partnership on
April 19, 1991 for the exclusive marketing rights to the IFS Energy-Saver for a
total cost of $72,728. From April 19, 1991 the Company paid $318,413 in advance
royalties in the form of metal manufacturing tags. The Company's license
agreement was cancelled in 1995; however, the Company retains the rights under
the license agreement to manufacture and sell up to 31,841 EconoDraft"TM
(Energy-Saver) flue draft control devices based on the number of metal
manufacturing tags it had purchased.

The Company has been unable to exploit its license agreement to sell the
EconoDraftTM units for which it had paid royalties because of a lack of capital
and because it went through several reorganizations. Now, the Company intends
to move forward to raise sufficient financing to properly move forward with
manufacturing and marketing the EconoDraftTM units pursuant to its license
agreement rights to manufacture and sell the units it has already paid for.

Note 4. Accounts Payable Debt
- ---------------------------------

The Company's accounts payable debt has largely been eliminated due to the
tolling of various statute of limitations. The remainder debt consists of
six-year old judgments and accrued judgment interest which the Company believes
is probably not collectible, but in the event that some of it is collectible,
the company has reserved stock with which to settle it out. (See Note 5.)

Note 5. Stock Issued to Douglas Millard, Escrow Agent to Settle Debt
- -------------------------------------------------------------------------------

On February 21, 1997 the Company issued 42,714 shares of common stock (256,289
pre-reverse split shares) to Douglas Millard, Escrow Agent to be used to settle
out the Company's remaining debt.

Note 6. Going Concern
- ------------------------

The Company requires adequate financing and sufficient sales to remain in
operation. The Company has concluded a 504 Reg D financing for 1,500,000 shares
for $75,000 or $0.05 per share and then intends to conduct a $50,000 minimum -
$500,000 maximum financing via an SB-1 registered offering. This SB-1 offering
will make the Company a fully (SEC) reporting company. The Company then intends
to obtain a symbol from the NASD and have its stock quoted on NASD's Electronic
Bulletin Board.

Note 7. Company Facilities
- -----------------------------

The Company currently occupies space on a rent-free basis from Valhalla
Financial Group, L.L.C. at 19239 Aurora Avenue North, Shoreline, Washington
98133. The Company's telephone and fax numbers are (206) 546-9660 and (206)
533-1156 respectively.

F - 10
<PAGE>
E/S CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 and 1996
- --------------------------------------------------------------------------------

Note 8. Income Tax
- ---------------------

The Company has incurred net operating losses from 1990 through 1998 of
$900,676. The losses will begin expiring for income tax purposes in the year
2000.

F - 11
<PAGE>
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION.

Article VIII of the Registrant's Articles of Incorporation provides as
follows:

The personal liability of a director or the directors to the corporation or
its shareholders for monetary damages is hereby eliminated for any conduct
as a director except acts or omissions that involve intentional misconduct
or a knowing violation of law by a director, for conduct violating RCW
23B.08.310, or for any transaction from which a director will personally
receive a benefit in money, property, or services to which a director is
not legally entitled.

If the Washington Business Corporation Act is hereafter amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director shall be
eliminated or limited to the full extent permitted by the Washington
Business Corporation Act, as so amended. Any repeal or modification of this
Article shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification for or
with respect to an act or omission of such director occurring prior to such
repeal or modification.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

SEC Registration Fee. . . . . . . . . . . . . . . . . . . . . . $
NASD Filing Fee
Blue Sky Qualification Fees and Expenses. . . . . . . . . . 3,000*
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . 10,000*
Legal Fees and Disbursements . . . . . . . . . . . . . . . . . 20,000*
Printing Expenses. . . . . . . . . . . . . . . . . . . . . . . . 5,000*
Miscellaneous Expense . . . . . . . . . . . . . . . . . . . . .
Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . $

* Estimated Item

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

During the last 12 months a total of 700,000 shares of Common Stock of the
Registrant were issued in exchange non-cash consideration. Of these shares,
500,000 shares were issued at a price of $0.05 per share in exchange for
consulting services rendered to the Company, for an aggregate price for all
shares of $25,000. The remaining 200,000 shares of Common Stock were issued in
exchange for the retirement of $20,000 of the Registrant's debt. All of the
shares were sold and issued in reliance on the exemption provided by Rule 504 of
Regulation D promulgated under the Securities Act of 1933, as amended.

The names and identities of the persons to whom the securities were issued
are as follows:

<TABLE>
<CAPTION>
NUMBER OF
LAST NAME FIRST NAME(S) IDENTITY SHARES TOTAL
<S> <C> <C> <C> <C>
4 Point Lake, L.L.C. --- LLC 250,000 $12,500
XXX Enterprises, Corp --- Corporation 250,000 $12,500
Barner Raymond A. Individual 200,000 $20,000
</TABLE>

ITEM 27. EXHIBITS

The following is a list of exhibits filed with this Registration Statement:

II - 1
<PAGE>
Exhibit No.
- ------------

2.1 Articles of Incorporation, as amended
2.2 Bylaws*
3.1 Form of Share Certificate
4 Subscription Agreement*
6.1 Licensing Agreement with Patented Energy Partnership
10.1 Consent of William Butcher, CPA
10.2 Consent of Law Offices of Jack G. Orr, P.S.
11 Opinion of Law Offices of Jack G. Orr, P.S.

ITEM 28. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.

(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to 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. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling persons 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, 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 Act and will be governed by the final
adjudication of such issue.

(c) For the purpose of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective. For the purpose of
determining any liability under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

ITEM 29. FINANCIAL STATEMENTS.

Not Applicable

II - 2
<PAGE>
SIGNATURES

The issuer has duly caused this offering statement to be signed on its
behalf by the undersigned, hereunto duly authorized, in the City of Shoreline,
State of Washington, on December 20, 1999.

E/S CORPORATION

By s/ Clifford M. Johnston
--------------------------
Clifford M. Johnston, President

This registration statement was signed by the following persons in the
capacities and on the dates stated.

NAME TITLE DATE
- ---- ----- ----

s/Clifford M. Johnston President and Director 12/20/99
- ----------------------------
Clifford M. Johnston

s/George White Vice-President 12/20/99
- --------------- and Director
George White

s/Judy Morton Johnston Secretary-Treasurer 12/20/99
- ----------------------- and Director
Judy Morton Johnston

II - 3
<PAGE>
PART III

ITEM 1. INDEX TO EXHIBITS

The following is a list of exhibits filed with this Registration Statement:

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

2.1 Articles of Incorporation, as amended
2.2 Bylaws
3.1 Form of Share Certificate*
4 Subscription Agreement*
6.1 Licensing Agreement with Patented Energy Partnership*
10.1 Consent of William Butcher, CPA
10.2 Consent of Law Offices of Jack G. Orr, P.S.*
11 Opinion of Law Offices of Jack G. Orr, P.S.*

- ------------------
* To be filed by amendment

<PAGE>

ARTICLES OF INCORPORATION
ARTICLES OF INCORPORATION
OF
E/S CORPORATION

KNOW ALL MEN BY THESE PRESENTS: That Judy Morton Johnston for the purpose
of forming a corporation under the Washington Business Corporation Act, hereby
certifies and adopts in triplicate the following Articles of Incorporation:

ARTICLE I.
---------

The name of this corporation shall be: E/S CORPORATION.

ARTICLE II.
----------

The existence of this corporation shall be perpetual.

ARTICLE III.
------------

The purpose and object of this corporation are as follows:

1. To engage in the business of conducting a sales, marketing and
installation business utilizing the I.F.S. Energy Saver and such other
businesses of similar or related nature as may be agreed upon from
time to time by the Board of Directors.

2. To engage generally and carry on any lawful business or trade which
may, in the judgment of the Board of Directors, at any time be
necessary, useful or advantageous to this corporation.

3. In addition to the general corporate powers conferred by the laws of
the State of Washington, it is expressly .provided that this
corporation shall also have the power to be a partner in any lawful
business; provided, however, that nothing contained herein shall be
deemed to authorize or permit the corporation to carry on any
business, to exercise any power, or to do any act which a corporation
formed under the Washington Business Corporation Act of the State of
Washington, or any amendment thereto or substitute therefor, may not
at the time lawfully carry on or do.

ARTICLE IV.
----------

Shareholders of this corporation shall have preemptive rights to acquire
additional shares offered for sale by the corporation.

ARTICLE V.
---------

The registered office and principal location of the registered agent shall
be: Judy Morton Johnston, c/o Quality Tax Service, 2302 East Madison Street,
Seattle, Washington 98112.

The principal place of business for the corporation shall be: 12710 Lake
City Way NE, Seattle, Washington 98125.

ARTICLE VI.
----------

<PAGE>
The authorized capital stock of this corporation shall consist of 1,000,000
shares of common stock having no par value.

The initial offering shall be such as will allow the stock to be considered
as "Section 1244 Stock: as set out in the Internal Revenue Code of 1954, as
amended.

The stock initially authorized:

1. Shall be issued pursuant to an offer which shall terminate October 31,
1990.

2. May be issued for consideration in the form of cash, promissory notes,
services performed, contracts for ser-vices to be performed, any other
tangible or intangible property, other securities of the corporation,
or benefit to the corpora-tion.

(a) If shares are issued f or other than cash, the Board - of
Directors shall determine the value of the consider-ation.

(b) Shares issued when the Corporation receives the. consideration
determined by the Board of Directors are validly issued, fully paid, and
nonassessable.

(c) A good faith judgment of the Board of Direc-tors as to the
value of the consideration received for share is conclusive.

ARTICLE VII.
-----------

The corporation reserves the right to amend, alter, change or repeal any
provisions contained in its Articles of Incorporation in any manner now or
hereafter authorized or permitted by statute. All rights of stockholders of the
corpora-tion are granted subject to this reservation.

ARTICLE VIII.
------------

At each election for directors, every shareholder entitled to vote at such
election shall have the right to vote in person or by proxy on the basis of one
vote for each share held. Cumulative voting shall not be impaired.

ARTICLE IX.
----------

The corporation will not commence to do business until consideration has
been received for the issuance of its shares.

ARTICLE X.
---------

The power to adopt, alter, amend or repeal the Corpora-tion by-Laws shall
be vested in the directors.

ARTICLE XI.
----------

The number of directors of the corporation shall be fixed as provided in
the By-Laws, and may be changed from time to time by amending the By-Laws, as
therein provided, but the number of directors shall not be less than three.

ARTICLE XII.
-----------

The first directors of this corporation shall be three (3) in number and
their names and post office addresses are as follows:

Name Post Office Address
---- ---------------------

Clifford M. Johnston 724 North 198th Street
Seattle, Washington 98133

Melvin McCain, Jr. 9805 - 27th Avenue NW
Seattle, Washington 98117

Richard B. Fish 10618 SW 25th Avenue
Portland, Oregon 97219

The terms of the first directors shall be until the first annual meeting of
the stockholders and until their succes-sors are elected and qualified.

ARTICLE XIII.
------------

The first officers of the corporation shall be as follows:

Name Office
---- ------

Melvin McCain, Jr. President

Richard B. Fish Executive Vice President

Clifford M. Johnston Secretary/Treasurer

ARTICLE XIV.
-----------

The name and post office address of the Incorporator is as follows:

Judy Morton Johnston c/o Quality Tax Service
2302 East Madison Street
Seattle, Washington

IN WITNESS WHEREOF, the Incorporator hereinabove named has set her hand
this 12th day of September, 1990.

S/ JUDY MORTON JOHNSON
-------------------------

<PAGE>
ARTICLES OF AMENDMENT
E/S CORPORATION

Pursuant to the provisions of the Washington Business Corporation Act, the
following Articles of Amendment to Articles of Incorporation are herewith
submitted for filing.

ARTICLE I: Article V of the original Articles of Incorporation is
changed to read as follows: The address of the registered of f ice of the
Corpora 3.on is:

6912 - 220th Street SW, Suite 102
Mountlake Terrace, WA 98043

The name of the registered agent at such address is:

Clifford M. Johnston

ARTICLE II: Article VI of the original Articles of Incorporation is
changed to read as follows:

The total authorized number of par value shares in the Corporation is
Fifty Million (50,000,000) shares with a par value of $.001 per share.
The aggregate value of these shares is Fifty Thousand Dollars
($50,000.00).

ARTICLE III: Article XI of the original Articles of Incorporation is
changed to read as follows:

The number of directors of this Corporation shall be fixed in the
manner as provided in the By-Laws, and may be changed from time to
time by amending the By-Laws, as therein provided, but the number of
directors shall not be less than two (2).

ARTICLE IV: Article XII of the original Articles of Incorporation is
changed to read as follows:

The current directors of the Corporation shall be two (2) in number
and their names and addresses are:

Clifford M. Johnston Jerry M. Durkis
19111 3rd Avenue NW 1101 NE 42nd Street
Shoreline, WA 98177 Seattle, WA 98105

These current directors shall serve until the next annual meeting
of shareholders or until their successors are elected and
qualified and have appointed the following officers of the
corporation:

Clifford M. Johnston President
Jerry M. Durkis Secretary/Treasurer

ARTICLE V: The date of adoption of the amendment is: May 31, 1996.

ARTICLE VI: The amendment was adopted by the shareholders pursuant to the
provisions of RCW 23B.10.030 and RCW 23B.10.40.

ARTICLE VII: The number of shares of the corporation outstanding at the
time of such adoption was 850,000; and the number of shares entitled to vote
thereon was 850,000.

ARTICLE VIII: The designation and number of outstanding shares of each
class entitled to vote as a class is as follows:

<PAGE>
CLASS NUMBER OF-SHARES
- ----- -----------------
Common Stock 850,000

ARTICLE IX: The number of shares that voted for the amendment was 850,000;
and the number of shares that voted against the amendment was "zero".

ARTICLE X: The number of shares of each class entitled to vote as a class
that voted for and against such amendment, respectively was:

CLASS NUMBER OF-SHARES
- ----- -----------------

Common Stock For: 850,000 Against: -0-

ARTICLE XI: The manner in which any exchange, reclassification or
cancellation of issued shares shall be effected, is as follows: No CHANGE.

I certify that I am an officer of the above named E/S Corporation and am
authorized to execute these Articles of Amendment on behalf of the Corporation.

DATED: May 31, 1996
--------------

S/ Clifford M. Johnston
--------------------------
Clifford M. Johnston, President

<PAGE>

BY-LAWS
of
E/S CORPORATION

ARTICLE I.
---------

SHAREHOLDERS
------------

Section 1.1 Annual Meeting.
- -----------------------------

The annual meeting of the shareholders of the Corporation shall be held on
the first Wednesday in October of each year (or if said day be a legal holiday,
then on the next succeeding day not a holiday) at 10:00 a.m., for the purpose of
electing direc-tors and for the transaction of such other business as may
properly be brought before the meeting.

Section 1.2 Special Meeting.
- ------------------------------

Special meetings of the shareholders may be held upon call of the Board of
Directors or of the President or a Vice Presi-dent, and shall be called by the
President or a Vice President upon the request of the holders of ten percent
(10%) of the outstanding stock entitled to vote.

Section 1.3 Place of Meeting.
- --------------------------------

All meetings of shareholders of the Corporation shall be held at its
principal business location or at such other place as may be specified by the
Board of Directors.

Section 1.4 Notice of Meeting.
- ---------------------------------

Notice of the time and place of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered personally,, or mailed, not -legs-than ten days nor more than fifty
days before the date of the meeting to each shareholder of record entitled to
vote, at his post office address appearing upon the stock transfer books of the
Corporation. Meetings may be held without notice if all shareholders entitled
to vote are present or represented by proxy or if notice is waived by those not
present or so represented.

Section 1.5 Quorum.
- --------------------

The holders of record of a majority of the shares of the capital stock of
the Corporation, issued and outstanding and entitled to vote, present in person
or by proxy, shall constitute a quorum at all meetings of the shareholders; if
there be no such quorum, the holders of a majority of such shares so present or
represented may adjourn the meeting from time to time until a quorum is present.

Section 1.6 Organization of Meetings.
- ----------------------------------------

Meetings of the shareholders shall be presided over by the President, but
if neither the President nor a Vice President is present, by a Chairman to be
chosen at the meeting. The Secre-tary of the Corporation shall act as Secretary
of the meeting, if present.

<PAGE>
Section 1.7 Shareholders, Action Without a Meeting.
- --------------------------------------------------------

Any action which may be taken at a meeting of the sharehold-ers may be
taken without a meeting if a consent in writing setting forth the action so
taken shall be signed by all of the shareholders entitled to vote with respect
to the subject matter thereof.

ARTICLE II.
----------

DIRECTORS
---------

Section 2.1 Number, Quorum, Term. Vacancies, Removal.
- ----------------------------------------------------------

The business and affairs of the Corporation shall be managed by a Board of
three (3) Directors, who need not be shareholders of the Corporation. A
majority of the members of the Board of Directors then holding office shall
constitute a quorum for the transaction of business, but if at any meeting of
the Board there shall be less than a quorum present, a majority of those present
- -may adjourn the meeting from time to time until a quorum shall have been
obtained.

Directors shall hold office until the next annual election of directors and
until their successors shall have been elected and qualified.

Whenever any vacancy shall have occurred in the Board of Directors by
reason of death, resignation, increase in the number of directors, or otherwise,
it shall be filled by a vote of the majority of the remaining directors, though
less than a quorum, and the director so chosen shall hold office for the
unexpired term of this predecessor in office. In the case of an increase of the
number of directors, a person chosen by the Board to fill such vacancy shall
hold office until the next election of direc-tor by the shareholders.

The shareholders at any meeting called for that purpose may, by a majority
vote of all the outstanding stock entitled to vote thereon, remove any director
and fill the vacancy in the Board thus caused.

Section 2.2 Meetings; Notice.
- -------------------------------

Meetings of the Board of Directors shall be held at the principal office of
the Corporation or at such place within or without the State of Washington, as
may from time to time be fixed by resolution of the Board, or as may be
specified in the call of any meeting. Regular meetings of the Board of
Directors shall be held at such times as may be fixed by resolution of the
board, and special meetings may be held at any time upon the call of two
directors, or of the President or any Vice President by oral, telegraphic or
written notice, duly served upon or mailed to each director not less than two
days before such meeting. A meeting of the Board may be held without notice
immediately after the annual meeting of shareholders at the same place at which
such meeting was held. Notice need not be given of regular meetings of the
Board held at time fixed by resolution of the Board. Meetings may be held at
any time without notice if all the directors are present, or if those not
present waive notice of the meeting in writing.

Section 2.3 Committees.
- ------------------------

The Board of Directors may, in its discretion, by resolution passed by a
majority of the whole Board, appoint various commit-tees, including an Executive
Committee, which shall have and may exercise such powers as shall be conferred
or authorized by the -resolution appointing such committee. A majority of any
such committee, composed of more than two members, may determine its action and
fix the time and place of its meetings, unless the Board of Directors shall
otherwise provide. The Board shall have the power at any time to change the
members of any such committee to fill vacancies, and to discharge any such
committee.

Section 2.4 Action by Consent.
- ---------------------------------
Any such action which might be taken at a meeting of the direc-tors, or of a
committee, may be taken without a meeting if a consent in writing setting forth
the action so taken shall be signed by all of the directors, or all of the
members of the committee, as the case may be. Such consent shall be filed in
the Corporation minute book, or with the records of the committee so acting.

ARTICLE III.
-----------

OFFICERS
--------

Section 3.1 Election or Appointment.
- ---------------------------------------

The Board of Directors, as soon as may be after the election of directors
held in each year, shall elect a President, a Secretary and a Treasurer, and
from time to time may appoint a Chairman of the Board, one or more Vice
Presidents and such Assistant Secretaries, Assistant Treasurers and other
officers as it may deem proper. The offices of Secretary and Treasurer may be
held by the same person, and any Vice President of the Corpo-ration may also be
the Secretary and/or Treasurer or an Assistant Treasurer. Unless otherwise
required by law, no officer need be a stockholder of the Corporation or a member
of the Board of Directors.

Section 3.2 Term.
- ------------------

The term of office of all officers shall be one year, or until their
respective successors are elected. Any officer may be removed from office at
any time by the affirmative vote of a majority of the Directors. The vacancy so
created may be filled by the Board of Directors.

3.3 Powers.
- -----------

The officers of the Corporation shall each have such powers and duties as
generally pertain to their respective offices and in addition such powers and
duties as from time to time may be conferred by the Board of Directors.

ARTICLE IV.
----------

INDEMNITY OF DIRECTORS, OFFICERS
--------------------------------
AND OTHER PERSONS
-----------------

Section 4.1
- ------------

The Corporation shall, and does hereby, indemnify each person (and his
heirs, executors, administrators, or other legal representative) who is, or
shall have been a director or officer of this Corporation, or any person who is
serving, or shall have served, at the request of this Corporation, as a director
or officer of another corporation, in which it owns shares of capital stock or
of which it is a creditor, against all liabili-ties and expenses (including
judgment, fines, penalties and attorneys' fees) reasonably incurred by any such
director, officer or person in connection with or arising out of, any action,
suit or proceeding in which any such director, officer or person may be a party
defendant or with which he may be threat-ened or otherwise involved, directly or
indirectly, by reason of his being or having been a director or officer of this
Corpora-tion or such other corporation, except in relation to matters as to
which any such director, officer or person shall be finally adjudged in such
action, suit or proceeding to have been liable for misconduct or negligence in
the performance of his duty as such director or officer; provided, however, that
with respect to liabilities or expenses imposed upon or incurred by any such
director, officer or person in connection with any criminal action or
proceeding, even though such director, officer or person shall not be finally
adjudged to have been liable for negligence or misconduct in the performance of
his duty as such director or officer, indemnity shall not be made unless this
Corporation shall have received an opinion of independent counsel to the effect
that such director, officer or person acted in good faith, for a purpose which
he reasonably believed would be in the best interests of this Corporation and
had no reasonable cause to believe that his conduct was unlawful.

Section 4.2
- ------------

The indemnification provided for in this article shall also apply to all
amounts paid in compromise of settlement (other than amounts paid to this
Corporation or such other corporation), and all expenses (including attorneys'
fees) reasonably incurred in connection therewith (irrespective of whether a
judgment by consent shall have been entered); provided that prior to such
indemnification the Corporation shall have received an opinion of independent
counsel to the effect that the director, officer or person making such
compromise or settlement was not liable for misconduct or negligence in the
performance of his duty as such director or officer in connection with the
matter or matters out of which such compromise or settlement arose.

Section 4.3
- ------------

Upon request therefore by any director, officer or person enumerated in
Section 4.1 of this article, the Corporation may from time to time if authorized
by the directors, prior to final adjudication or compromise or settlement of the
matter or matters as to which indemnification is claimed, advance to such
director, officer or person all expenses imposed upon or incurred by him to date
of such request if this Corporation shall have received substantially concurrent
with any such request an opinion of independent counsel to the effect that it is
probable that upon the termination of the action, suit or proceeding or
threatened action, suit or proceeding as to which such reimbursement is sought,
such director, officer or person will be entitled to indemnity under this
article in respect to such advances and that such advances may properly be made
by this Corporation. Any advance made pursuant to this Section 4.3 shall be
made on the condition that the director, officer, or person receiving such
advance will repay to this Corporation any amounts so advanced if this
Corporation does not receive substantially concurrently with the termination of
the matter or matters as to which such ad-vances were made an opinion of
independent counsel to the effect that such director, officer or person is
entitled to indemnifica-tion under this article.

Section 4.4
- ------------

The foregoing rights of indemnification shall not be exclu-sive of other
rights to which any director, officer or person is entitled under any agreement,
vote of stockholders or statute, or as a matter of law or otherwise; and the
provisions of this article shall be severable, and if any provision thereof
shall for any reason be determined invalid or ineffective, the remain-ing
provisions shall not be thereby affected.

ARTICLE V.
---------

CERTIFICATES OF STOCK
---------------------

Section 5.1 Transfer; Execution.
- ----------------------------------

The interest of each shareholder of the Corporation shall be evidenced by a
certificate for a share or shares of stock in such form as the Board of
Directors may from time to time prescribe.

The shares of stock of the Corporation shall be transferred on the books of the
Corporation by the holder thereof in person or by his attorney, upon surrender
for cancellation of certificates for the same number of shares of the same class
with an assign-ment and power of transfer endorsed thereon or attached thereto,
duly executed, with such proof of the authenticity of the signa-tures as the
Corporation or its agents may reasonable require.

Stock certificates shall be signed by the President or a Vice President and
by the Secretary or an Assistant Secretary, and may be countersigned and/or
registered if the Board of Directors by resolution so requires.
Section 5.2 Closing Books; Record Date.
- -------------------------------------------

The Board of Directors shall have power to close the stock transfer books
of the Corporation for a period not exceeding fifty days preceding the date of
any meeting of shareholders or the date for a payment of any dividend or the
date for the allot-ment of rights or the date when any change or conversion or
exchange of capital stock shall go into effect; provided, howev-er, that in lieu
of closing the stock transfer books as afore-said, the Board of Directors may f
ix in advance a date not exceeding fifty days preceding the date of any meeting
of share-holders or the date for the payment of any dividend, or the date for
the allotment of rights, or the date when any change or conversion or exchange
of capital stock shall go into effect, as a record date for the determination of
the shareholders entitled to notice of, and to vote at, any such meeting, or
entitled to receive payment of any such dividend or to any allotment of rights
or to exercise the rights in respect of any such change, conversion or exchange
of capital stock, and in such case only such shareholders as shall be
shareholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meetings, or to receive payment of such dividend, or to
receive such allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any stock on the books of the Corporation
after any such record date fixed as aforesaid.

If the stock transfer book shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a -meeting of shareholders,
such book shall be closed for at least ten (10) days immediately preceding such
meeting. In the event of the fixing of a record date in the case of a meeting
of shareholders, such date shall not be less than ten (10) days prior to the
date on which the particular action, requiring such determination of
shareholders, is to be taken.

ARTICLE VI.
----------

CHECKS, NOTES, ETC.
------------------

Section 6.1
- ------------

All checks and drafts on the Corporation's bank account and all bills of
exchange and promissory notes, and all acceptance of obligations and other
instruments for the payment of money, shall be signed by such officer or
officers, agent or agents as shall be authorized from time to time by the Board
of Directors.

ARTICLE VII.
-----------

FISCAL YEAR
-----------

Section 7.1
- ------------

The fiscal year shall be fixed by the Board of Directors.

ARTICLE VIII.
------------

AMENDMENTS
----------

Section 8.1
- ------------

The By-Laws of the Corporation may be amended or repealed by the Directors,
subject to any provisions of law limiting such power. The By-Laws may also be
amended or repealed by the shareholders.

ARTICLE IX.
----------

CORPORATION SEAL
----------------

Section 9.1
- ------------

The Corporation shall have a common seal which shall be circular in form.
The seal impressed on the margin hereof shall be the initial seal of this
Corporation.

<PAGE>

[LETTERHEAD]

February 21, 2000

This firm audited the financials statements of E/S Corporation for the
years ended December 31, 1996, 1997, and 1998 dated June 29, 1999. I consent to
the use of my opinion on the above financial statements in the SB-1 Registration
Statement of E/S Corporation, Inc. I further consent to the use of my name in
the Prospectus and Registration Statement.

WILLIAM L. BUTCHER CPA, P.S.

<PAGE>