ENVIRONMENTAL PROTECTION CORP, 10SB12G/A, 2000-03-14

ENVIRONMENTAL PROTECTION CORP
10SB12G/A, 2000-03-14
NON-OPERATING ESTABLISHMENTS

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U.S. Securities and Exchange Commission
Washington, D.C. 20549

First Amendment

FORM 10-SB

GENERAL FORM FOR THE REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS

Under Section 12(b) or 12(g) of the Securities Exchange Act of 1934

ENVIRONMENTAL PROTECTION CORPORATION
- --------------------------------------------------------------------------------
(Name of Small Business Issuer in its Charter)

Minnesota 41-1954595
- --------------------------------------------------------------------------------
(State of Incorporation) (IRS Employer Identification No.)

15945 Quality Trail North, Scandia, MN 55073
- ------------------------------------------------ ----------------------------
(Address of principal executive offices) (Zip Code)

Issuer's telephone number,( 651 ) 433 - 3522
----------- ------------- -------------

Securities to be registered under Section 12(b) of the Act: None

Title of each class Name of each exchange on which
to be so registered each class is to be registered

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

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

Title of each class Name of each exchange on which
to be so registered each class is to be registered

Common Stock, par value $0.001 None
- -------------------------------- --------------------------------

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

<PAGE>

PART I

Item 1. Description of Business.

(a) Forward-looking Statements. Certain statements in this Form 10
Registration Statement, particularly under Items 1 and 2, constitute
"forward-looking statements" with the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements involve known
and unknown risks, uncertainties, and other factors which may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements, expressed or implied by
the forward-looking statements.

(b) Business Development. Environmental Protection Corporation (EPC)
was incorporated in the State of Minnesota on April 20, 1966 as Polar Homes,
Inc. On October 2, 1968 the Company changed its name to Polar Campers, Inc. On
January 24, 1992, the Company changed its name to Access Plus, Inc. On December
29, 1998, the Company changed its name to Environmental Protection Corporation.

Polar Homes was formed for the purpose of manufacturing campers, camper
tops and pick-up truck canopies. Polar Campers, Inc., by a prospectus dated
October 10, 1968, offered 200,000 common shares publicly, in the State of
Minnesota. Polar Campers, Inc. experienced financial difficulty and disposed of
its assets in 1973. Polar Campers, Inc. was operationally dormant from 1973
until June 28, 1991 when it entered into a merger agreement with Access Plus,
Inc., a Minnesota corporation and long distance telephone service provider. In
January 1992, Polar Campers, Inc. was notified by the Minnesota Public Utilities
Commission that the Access Plus, Inc./Polar Campers, Inc. merger valuations were
not acceptable and that it did not approve of the merger. The plan of merger
agreement was rescinded. The corporation has been dormant since January 1992.
(c) Business of the Issuer. The Company intends to locate and combine with an
existing, privately-held company which is profitable, or, in management's
opinion, has growth potential, regardless of the industry in which it operates.
The Company does not intend to combine with a private company which may be
deemed an investment company subject to the Investment Company Act of 1940. A
business combination may be structured as a merger, consolidation, exchange of
the Company's common stock or assets or any other form which will result in the
combined enterprise's becoming a publicly held corporation.

The Company anticipates having no business activities other than
carrying on its search for a suitable combination partner and negotiating and
consummating the business combination transaction. The Company will have no
source of revenue. To the extent that the Company incurs operating liabilities
before the consummation of a business combination, it may not be able to satisfy
those liabilities as they are incurred.

If the Company's management pursues one or more combination
opportunities beyond the preliminary negotiation stage and those negotiations
are subsequently terminated, it is reasonably forseeable that such efforts will
exhaust the Company's ability to continue seeking combination opportunities.

There are certain perceived benefits to being a reporting company.
These are commonly believed to include the following: increased visibility and
credibility in the financial community; provision of information required under

<PAGE>

Rule 144 for the trading of eligible securities; publicly available information
for investment decisions, compliance with a requirement for admission or
eligibility to or for quotation on the OTC Bulletin Board maintained by NASDAQ
or on the NASDAQ SmallCap Market; the facilitation of borrowing from financial
institutions; improved trading efficiency; shareholder liquidity; greater ease
in subsequently raising of capital; compensation of key employees through stock
options for which there may be a market valuation; and enhanced corporate image.

There are also some perceived disadvantages to being a reporting
company. These are commonly believed to include the following: requirement for
producing and maintaining audited financial statements; the required publication
of corporate information; the required filings of periodic and other current
reports with the Securities and Exchange Commission; the additional federal and
state rules and regulations governing management, corporate activities and
shareholder relations.

Some private companies may find a business combination more attractive
than an initial public offering of their securities. Reasons might include the
following factors: the inability to obtain an underwriter; the possible greater
costs, fees and expenses; the possible delays in the public offering process;
and a greater dilution of their outstanding securities.

Some private companies may find a business combination less attractive
than an initial public offering of their securities. Reasons might include the
following factors: no investment capital raised through a business combination,
and, or no underwriter support of after-market trading.

A business entity which might be interested in a business combination
with the Company may include one or more fo the following factors: (1) a company
for which a primary purpose of becoming public is the use of its securities for
the acquisition of assets or businesses; (2) a company which is unable to find
an underwriter of its securities or is unable to find an underwriter of
securities on terms acceptable to it; (3) a company which wishes to become
public with less dilution of its common stock than would occur upon an
underwriting; (4) a company which believes that it will be able to obtain
investment capital on more favorable terms after it has become public; or (5) a
foreign company which may wish an initial entry into the United States
securities market.

A business combination with a target company will normally involve the
transfer to the target company of the majority of the issued and outstanding
common stock of the Company, and the substitution by the target company of its
own management and board of directors.

No assurances can be given that the Company will be able to enter into
a business combination, as to the terms of a business combination, or as to the
nature of the target company.

The proposed business activities described in this registration
statement classify the Company as a "blank check" company. A blank check company
is a development stage company that has no specific business plan or purpose or
has indicated that its business plan is to engage in a merger or acquisition
with an unidentified company or companies. The Securities and Exchange
Commission and certain states have enacted statutes, rules and regulations
limiting the sale of securities blank check companies. The Company will not
issue or sell any additional shares or initiate any activities causing a market

<PAGE>

to develop in the Company's securities until such time as the Company has
successfully implemented its business plan and it is no longer classified as a
blank check company. The Company's management has had no "blank check" company
experience during the past five years.

The Company is voluntarily filing this Registration Statement with the
Securities and Exchange Commission and is under no obligation to do so under the
Securities Exchange Act of 1934. The Company will voluntarily continue to file
all reports required of it under the Exchange Act until a business combination
has occurred. A business combination will normally result in a change in control
and management of the Company. Since a benefit of a business combination with
the Company would normally be considered its status as a reporting company, it
is anticipated that the Company will continue to file reports under the Exchange
Act following a business combination. No assurance can be given that this will
occur or, if it does, for how long. If the Company is unsuccessful in acquiring
a business combination candidate it may elect to voluntarily terminate its
reporting obligation. In that case, the Company would be required to file a Form
15 with the Securities and Exchange Commission.

Item 2. Management's Discussion and Analysis or Plan of Operation.

During the next twelve months the Company anticipates that all of its
operations will be focused on seeking out and evaluating suitable business
combination candidates. Given the Company's limited financial resources, the
Company will have to rely on operating loans from its officers and/or directors
and the payment of fees from acquisition candidates. The Company's plan of
business operation will consume all of management's efforts. Management will
utilize the following business combination suitability standards in its
operation. In the pursuit of a combination partner, the Company's management
intends to consider only business combination candidates which are profitable
or, in management's view, have growth potential. The Company's management does
not intend to pursue any business combination proposal beyond the preliminary
negotiation stage with any company which does not furnish the Company with
audited financial statements for at least its most recent fiscal year and
unaudited financial statements for interim periods subsequent to the date of
such audited financial statements, or is in a position to provide such financial
statements in a timely manner. The Company will, if necessary funds are
available, engage attorneys and/or accountants in its efforts to investigate a
combination candidate and to consummate the business combination. These funds
may be raised by the sale of the Company's common stock through private
placements or other means including debt financing. The Company may require
payment of fees by such combination candidate to fund the investigation of such
candidate. In the event such a combination candidate is engaged in a high
technology business, the Company may also obtain reports from independent
organizations of recognized standing covering the technology being developed
and/or utilized by the candidate. The Company's limited financial resources may
make the acquisition of such reports difficult or even impossible to obtain and,
thus, there can be no assurance that the Company will have sufficient funds to
obtain such reports when considering combination proposals or candidates. To the
extent the Company is unable to obtain the advice or reports from experts, the
risks of any combined enterprise's being unsuccessful will be enhanced.
Furthermore, to the knowledge of the Company's officers and directors, neither
the candidate nor any of its directors, officers, principal shareholders or
general partners:

<PAGE>

(1) will not have been convicted of securities fraud, mail fraud, tax
fraud, embezzlement, bribery, or a similar criminal offense involving
misappropriation or theft of funds, or be the subject of a pending
investigation or indictment involving any of those offenses;

(2) will not have been subject to a temporary or permanent injunction or
restraining order arising from unlawful transactions in securities,
whether as an issuer, underwriter, broker, dealer, or investment
advisor, may be the subject of any investigation or a defendant in a
pending lawsuit arising from or based upon the allegations of unlawful
transactions in securities, or

(3) will not have been a defendant in a civil action which resulted in a
final judgement against it or him awarding damages or rescission based
upon unlawful practices or sales of securities.

The Company's officers and directors will make these determinations by
asking pertinent questions of the management of prospective combination
candidates. Such persons will also ask pertinent questions of others who may be
involved in the combination proceedings. However, the officers and directors of
the Company will not take other steps to verify independently the information
obtained in this manner. Unless something comes to their attention which puts
them on notice of a possible disqualification which might be concealed from
them, such persons will rely on the information received from the management of
the prospective business combination candidate and from others who may be
involved in the combination proceedings.

No assurance is given that management will be successful in completing
a business combination transaction. If management does complete a business
combination transaction, there is no assurance that the resulting business
combination will produce a successful enterprise.

The Company may enter into agreements with finders or consultants to
assist it in locating a target company may pay for the services by issuing
shares of stock in the Company or grant stock options for referring target
companies. The Company may make cash payments to finders or consultants, to the
extent it has sufficient money. There is no minimum or maximum amount of stock,
options, or cash that the Company may grant or pay to any finders or
consultants.

The Company has not entered into any agreement or understanding to
combine with any business entity and does not intend to do so until after the
effective date of this registration statement.

A business combination involving the issuance of the Company's common
stock will, in all likelihood, result in shareholders of a target company
obtaining a controlling interest in the Company. As a condition of the business
combination agreement, the Company shareholders may agree to sell or transfer
all or a portion of their common stock so to provide the target company with all
or majority control. The resulting change in control of the Company will likely
result in removal of the present officers and directors of the Company and a
corresponding reduction in or elimination of their participation in the future
affairs of the Company.

The Company will not negotiate with, or enter into business
combinations with affiliates.

Item 3. Description of Property.

The Company owns no properties and has no interest in any property.

<PAGE>

Item 4. Security Ownership of Certain Beneficial Owners and Management.

Table 1 lists the persons who are known to the Company to be the owners
of more than five percent of the Company's equity shares according to the
stockholder list provided by the Company's transfer agent as of October 15,
1999.

(a) Beneficial Ownership of more than 5%.

Table 1.

(1) (2) (3) (4)
Title of Class Name and Address Amount and Nature Percent of Class
<S> <C> <C> <C>

Common M. D. Price, Jr. 5,000,000 90%

</TABLE>

(b) Security Ownership of Management. None.

(c) Changes in Control. Management is unaware of any facts that would
effect a change in the control of the Company as of the date of this
Form 10 SB filing.

Item 5. Directors, Executive Officers, Promoters and Control Persons.

(a) Identify Directors and Executive Officers.

The Company has three directors, William C. Nichols, Paula Nichols and
Gregory Johnson.

William Nichols is the Company's president. He is 33 years old. He has
designed, patented, manufactured and marketed a cigar holder. His the president
of Klip Kaddy, Inc., the company which holds the world-wide marketing rights to
the patented cigar holder.

Paula Nichols is the Company's secretary. She is 35 years old. She has
worked as the administrator of Klip Kaddy, Inc. for the past five years.

Gregory Johnson is the Company's vice-president. He is 35 years old. He
is a former PGA golf professional who has been self-employed for the last six
years. His primary employment activities include the design and operation of
direct mail enterprises for private companies.

(b) Identify Significant Employees. The Company has no significant
employees.

(d) Involvement in Certain Legal Proceedings. None of the Company's
directors, officers, promoters or control persons, if any, during the
past five years was, to the best of the Company's knowledge:

<PAGE>

1. A general partner or executive officer of a business that had a bankruptcy
petition filed by or against it either at the time of the bankruptcy or
within the two years before the bankruptcy;

2. Convicted in a criminal proceeding or been subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses);

3. Subject to any order, judgement, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining, barring, suspending or otherwise limiting his or
her involvement in any type of business, securities or banking activities;
and

4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Futures Trading
Commission to have violated a federal or state securities or commodities
law, and the judgement has not been reversed, suspended or vacated.

Item 6. Executive Compensation.

The Company has three executive officers. No executive officers have
been paid any compensation. The company does not have an employee stock option
plan and has granted no other form of compensation to its executive officers.
The Company does not have a written employment contract with its executive
officers.

Item 7. Certain Relationships and Related Transactions.

(a) Transactions with Management and Others.

No member of management, executive officer, director, nominee for a
director or security holder who is known to the Company to own of record or
beneficially more than five percent of any class of the Company's voting
securities, nor any member of the immediate family of any of the foregoing
persons, has had any direct or indirect material interest in any transaction to
which the Company was or is to be a party.

(b) Certain Business Relationships.

No director or nominee for director is or has been related to any
person who has been a party to any transaction with the Company.

No member of the Company's management is or has been indebted to the
Company since the beginning of the Company's last fiscal year.

(d) Transactions with Promoters.

The Company's promoters have not received, directly or indirectly,
anything of value from the Company, nor are they entitled to receive anything of
value from the Company.

<PAGE>

Item 8. Description of Securities.

(a) Common or Preferred Stock.

The Company has one class of common stock and is authorized to issue
100,000,000 shares, par value, $0.001 per share. There are 5,554,000 common
shares issued and outstanding. All common shares participate equally in
dividends and voting rights. There are no cumulative voting rights and no
pre-emptive rights. Preferred shares are not authorized.

(b) Debt Securities.

The company has no outstanding debt securities.

The Company is not registering any other securities.

PART II

Item 1. Market for Common Equity and Related Stockholder Matters.

(a) Market Information.

No public market has been established for the Company's common stock.
Presently, there are no plans, proposals, arrangements or understandings with
any person regarding the development of a trading market in the Company's
securities.

The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for purposes relevant to the
Company, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny
stocks, the broker or dealer must (i) obtain financial information and
investment experience and objectives of the person; and (ii) make a reasonable
determination that the transactions in penny stocks are suitable for that person
and that person has sufficient knowledge and experience in financial matters to
be capable of evaluating the risks of transactions in penny stocks.

<PAGE>

The broker or dealer must also deliver, prior to any transaction in a
penny stock, a disclosure schedule prepared by the Commission relating to the
penny stock market, which, in highlight form, (i) sets forth the basis on which
the broker or dealer made the suitability determination and (ii) that the broker
or dealer received a signed, written agreement from the investor prior to the
transaction. Disclosure also has to be made about the risks of investing in
penny stocks in both public offerings and in secondary trading, and about
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions.

Finally, monthly statements have to be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks.

The National Securities Market Improvement Act of 1996 limited the
authority of states to impose restrictions upon sales of securities made
pursuant to Sections 4(1) and 4(3) of the Securities Act of companies which file
reports under Sections 13 or 15(d) of the Exchange Act. Upon effectiveness of
this registration statement, the Company will be required to, and will, file
reports under Section 13 of the Exchange Act. As a result, sales of the
Company's common stock in the secondary market by the holders thereof may then
be made pursuant to Section 4(1) of the Securities Act (sales other than by an
issuer, underwriter or broker) without qualification under state securities
acts.

Following a business combination, a target company will normally wish
to cause the Company's common stock to trade in one or more United States
securities markets. The target company may elect to take the steps required for
such admission to quotation following the business combination or at some later
time.

In order to qualify for listing on the Nasdaq SmallCap Market, a
company must have at least (i) net tangible assets of $4,000,000 or market
capitalization of $50,000,000 or net income for two of the last three years of
$750,000; (ii) public float of 1,000,000 shares with a market value of
$5,000,000; (iii) a bid price of $4.00; (iv) three market makers; (v) 300
shareholders and (vi) an operating history of one year or, if less than one
year, $50,000,000 in market capitalization. For continued listing on the Nasdaq
SmallCap Market, a company must have at least (i) net tangible assets of
$2,000,000 or market capitalization of $35,000,000 or net income for two of the
last three years of $500,000; (ii) a public float of 500,000 shares with a
market value of $1,000,000; (iii) a bid price of $1.00; (iv) two market makers;
and (v) 300 shareholders.

If, after a business combination, the Company does not meet the
qualifications for listing on the Nasdaq SmallCap Market, the Company may apply
for quotation of its securities on the OTC Bulletin Board. In certain cases the
Company may elect to have its securities initially quoted in the "pink sheets"
published by the National Quotation Bureau, Inc.

To have its securities quoted on the OTC Bulletin Board a company must:
(1) be a company that reports its current financial information to the
Securities and Exchange Commission, banking regulators or insurance regulators;
and (2) has at least one market maker who completes and files a Form 211 with
NASD Regulation, Inc. The OTC Bulletin Board is a dealer-driven quotation

<PAGE>

service. Unlike the Nasdaq Stock Market, companies cannot directly apply to be
quoted on the OTC Bulletin Board, only market makers can initiate quotes, and
quoted companies do not have to meet any quantitative financial requirements.
Any equity security of a reporting company not listed on the Nasdaq Stock Market
or on a national securities exchange is eligible.

In general there is greatest liquidity for traded securities on the
Nasdaq SmallCap Market, less on the NASD OTC Bulletin Board, and least through
quotation by the National Quotation Bureau, Inc. on the "pink sheets". It is not
possible to predict where, if at all, the securities of the Company will be
traded following a business combination.

(b) Holders.

The Company has 461 shareholders of its common stock as of October 15,
1999.

No dividends have been declared or paid to date and none are expected
to be paid in the forseeable future. There are no restrictions imposed on the
Company which limit its ability to declare or pay dividends on its common stock.

Item 2. Legal Proceedings.

The Company is not a party to any pending or threatened legal
proceedings.

Item 3. Changes In and Disagreements With Accountants on Accounting
and Financial Disclosure.

There have been no changes or disagreements with accountants on
accounting or financial disclosure during the Company's two most recent fiscal
years.

Item 4. Recent Sales of Unregistered Securities.

Within the past three years the Company has issued one 5,000,000 share
block of common stock in an exempt transaction as afforded by Section 4(2) of
the Securities Act of 1933, as amended. The shares offered, sold and issued in
an isolated transaction on December 17, 1998 to one individual for legal and
consulting services necessary to maintain the integrity of the corporate
structure and facilitate a business combination with an unrelated entity. The
value of the transaction was $5,000.00. This sum of money was determined by the
board of directors to represent the the reasonable value of legal and consulting
services rendered to the Company by M. D. Price, Jr., Attorney at Law.

Item 5. Indemnification of Directors and Officers.

<PAGE>

Article 10, Section 3, of the Company's Certificate of Restated
Articles of Incorporation provides for the indemnification of all persons who
may serve as Company directors and officers. The indemnification protects
against any and all expenses, including amounts paid upon judgements, counsel
fees and amounts paid in settlement (before or after suit is commenced),
actually and necessarily incurred by such person in connection with the defense
or settlement of any claim, action suit or proceeding, in which the officer or
director are parties or which may be asserted against them by reason of being or
having been directors or officers of the Company, except relating to matters as
to which any director or officer or former director or officer or person will be
adjudged in any action, suit or proceeding to be liable for his own negligence
or misconduct in the performance of duty.

Additionally, Article 7, Section 8, of the Company's Certificate of
Amended Articles of Incorporation provides that if the Minnesota Statutes are
hereinafter amended to authorize further elimination or limitation of the
liability of directors, then the liability of a director of the Company will be
eliminated or limited to the fullest extent permitted by the Minnesota Statutes.
Such indemnification will be in addition to any other rights which those
indemnified may have under any law, agreement or resolution of the board of
directors or stockholders of the Company. The Company will purchase and maintain
insurance on behalf of any such directors, officers, employees or agents, to the
extent that it has the power to do so by statute.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted for directors, officers and
controlling persons of the Company, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy and is
therefore, unenforceable.

PART F/S

Financial Statements

Set forth below are the audited financial statements for the Company
for the period ending September 30, 1999 and interim unaudited financial
statements for the period ending December 31, 1999. The following financial
statements are attached to this report and filed as a part of it.

<PAGE>

ENVIRONMENTAL
PROTECTION
CORPORATION

Financial Statements
and Auditor's Report

September 30, 1999 and
March 31, 1999 and 1998

S. W. HATFIELD ,CPA
certified public accountants

Use our past to assist your future sm

<PAGE>

ENVIRONMENTAL PROTECTION CORPORATION

CONTENTS

Page

Report of Independent Certified Public Accountants 3

Financial Statements

Balance Sheets

as of September 30, 1999, March 31, 1999 and 1998 4

Statements of Operations and Comprehensive Income
for the six months ended September 30, 1999
and the years ended March 31, 1999 and 1998 5

Statement of Changes in Shareholders' Equity
for the six months ended September 30, 1999
and the years ended March 31, 1999 and 1998 6

Statements of Cash Flows

for the six months ended September 30, 1999
and the years ended March 31, 1999 and 1998 7

Notes to Financial Statements 8

F-2

<PAGE>

S. W. HATFIELD, CPA
certified public accountants

Member: American Institute of Certified Public Accountants
SEC Practice Section
Information Technology Section

Texas Society of Certified Public Accountants

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------

Board of Directors and Stockholders
Environmental Protection Corporation

We have audited the accompanying balance sheets of Environmental Protection
Corporation (a Minnesota corporation) as of September 30, 1999, March 31, 1999
and 1998, respectively, and the related statements of operations and
comprehensive income, changes in shareholders' equity and cash flows for the six
months ended September 30, 1999 and for each of the two years ended March 31,
1999 and 1998, respectively. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Environmental Protection
Corporation (a Minnesota corporation) as of September 30, 1999, March 31, 1999
and 1998, respectively, and the results of operations and cash flows for the six
months ended September 30, 1999 and each of the two years ended March 31, 1999
and 1998, respectively, in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note A to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon significant shareholders to provide sufficient working
capital to maintain the integrity of the corporate entity. These circumstances
create substantial doubt about the Company's ability to continue as a going
concern and are discussed in Note A. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties.

S. W. HATFIELD, CPA
(formerly S. W. HATFIELD + ASSOCIATES)
Dallas, Texas
October 14, 1999

Use our past to assist your future sm

P. O. Box 820395 9002 Green Oaks Circle, 2nd Floor
Dallas, Texas 75382-0395 Dallas, Texas 75243-7212
214-342-9635 (voice) (fax) 214-342-9601
800-244-0639 [email protected]
F-3

<PAGE>

ENVIRONMENTAL PROTECTION CORPORATION
BALANCE SHEETS
September 30, 1999, March 31, 1999 and 1998

September 30, March 31, March 31,
1999 1999 1998
--------- --------- ---------
<S> <C> <C> <C>

ASSETS
------
Current Assets

Cash in bank $ -- $ -- $ --
--------- --------- ---------

Total Assets $ -- $ -- $ --
========= ========= =========

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities

Accounts payable - trade $ -- $ -- $ --
--------- --------- ---------

Total Liabilities -- -- --
--------- --------- ---------

Shareholders' Equity Common stock - $0.001 par value

100,000,000 shares authorized
5,554,000, 5,554,000 and 554,000
shares issued and outstanding, respectively 5,554 5,554 554
Additional paid-in capital 352,163 352,163 352,163
Accumulated deficit (357,717) (357,717) (352,717)
--------- --------- ---------

Total Shareholders' Equity -- -- --
--------- --------- ---------

Total Liabilities and Shareholders' Equity $ -- $ -- $ --
========= ========= =========

</TABLE>

The accompanying notes are an integral part of these financial statements.

F-4

<PAGE>

ENVIRONMENTAL PROTECTION CORPORATION
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Six months ended September 30, 1999 and Years ended March 31, 1999 and 1998

Six months Year Year
ended ended ended
September 30, March 31, March 31,
1999 1999 1998
---------- ----------- -----------
<S> <C> <C> <C>

Revenues $ -- $ -- $ --
---------- ----------- -----------

Expenses

General and administrative expenses -- 5,000 --
---------- ----------- -----------

Total operating expenses -- 5,000 --
---------- ----------- -----------

Loss from Operations -- (5,000) --

Other Income

Interest and other -- -- --
---------- ----------- -----------

Net Loss -- (5,000) --

Other comprehensive income -- -- --
---------- ----------- -----------

Comprehensive Income $ -- $ (5,000) $ --
========== =========== ===========

Net loss per weighted-average
share of common stock outstanding,
computed on Net Loss - basic and fully diluted nil nil nil
=== === ===

Weighted-average number of shares
of common stock outstanding - basic
and fully diluted 5,554,000 1,992,356 554,000
========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-5

<PAGE>

ENVIRONMENTAL PROTECTION CORPORATION
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Six months ended September 30, 1999 and Years ended March 31, 1999 and 1998

Additional
Common Stock paid-in Accumulated
Shares Amount capital deficit Total
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>

Balances at

April 1, 1997 554,000 $ 5,540 $ 347,177 $(352,717) $ --

Effect of the restatement
of par value of common
stock from $0.01 to
$0.001 per share -- (4,986) 4,986 -- --
--------- --------- --------- --------- ---------

Balances at
April 1, 1997, restated 554,000 554 352,163 (352,717) --

Net loss for the year -- -- -- -- --
--------- --------- --------- --------- ---------

Balances at
March 31, 1998 554,000 554 352,163 (352,717) --

Issuance of common
stock for professional
fees 5,000,000 5,000 -- -- 5,000

Net loss for the year -- -- -- (5,000) (5,000)
--------- --------- --------- --------- ---------

Balances at
March 31, 1999 5,554,000 5,554 352,163 (357,717) --

Net loss for the six months -- -- -- -- --
--------- --------- --------- --------- ---------

Balances at
September 30, 1999 5,554,000 $ 5,554 $ 352,163 $(357,717) $ --
========= ========= ========= ========= =========

</TABLE>

The accompanying notes are an integral part of these financial statements.

F-6

<PAGE>

ENVIRONMENTAL PROTECTION CORPORATION
STATEMENTS OF CASH FLOWS
Six months ended September 30, 1999 and Years ended March 31, 1999 and 1998

Six months Year Year
ended ended ended
September 30, March 31, March 31,
1999 1999 1998
--------- ---------- ---------
<S> <C> <C> <C>

Cash Flows from Operating Activities

Net loss for the period $ -- $ (5,000) $ --
Adjustments to reconcile net loss to net
cash provided by operating activities
Common stock issued for
professional fees -- (5,000) --
--------- ---------- ---------

Net cash provided by operating activities -- -- --
--------- ---------- ---------

Cash Flows from Investing Activities -- -- --
--------- ---------- ---------

Cash Flows from Financing Activities -- -- --
--------- ---------- ---------

Increase (Decrease) in Cash -- -- --

Cash at beginning of period -- -- --
--------- ---------- ---------

Cash at end of period $ -- $ -- $ --
========= ========== =========

Supplemental Disclosure of
Interest and Income Taxes Paid

Interest paid for the year $ -- $ -- $ --
========= ========== =========
Income taxes paid for the year $ -- $ -- $ --
========= ========== =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-7

<PAGE>

ENVIRONMENTAL PROTECTION CORPORATION

NOTES TO FINANCIAL STATEMENTS

NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

Environmental Protection Corporation (Company) was initially incorporated on
April 20, 1966 under the laws of the State of Minnesota as Polar Homes, Inc. The
Company changed its corporate name to Polar Campers, Inc. in 1968. The Company
was originally formed to "build, manufacture, sell, lease, own, buy and
otherwise deal with in mobile homes, campers, trailers and any other equipment
which from time to time be decided upon; to own and otherwise deal with in real
estate, and to do all things necessary and proper to accomplish said purposes."
The Company ceased all business operations during 1973 and disposed of all
assets and liabilities. The Company has been dormant since that time.

In August 1991, in anticipation of a business combination with another entity,
the Company changed its corporate name to Access Plus, Inc. This business
combination was unsuccessful and was abandoned due to lack of regulatory
approval in January 1992. Concurrent with the abandonment of the proposed
business combination, the Company changed its corporate name to Environmental
Protection Corporation.

The Company has had no significant operations, assets or liabilities since 1973
and, accordingly, the Company was dependent upon existing resources, management
and/or significant shareholders to provide sufficient working capital to
preserve the integrity of the corporate entity during this phase. It is the
intent of management and significant shareholders to provide sufficient working
capital necessary to support and preserve the integrity of the corporate entity.

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

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. Cash and cash equivalents
-------------------------

For Statement of Cash Flows purposes, the Company considers all cash on
hand and in banks, including accounts in book overdraft positions,
certificates of deposit and other highly-liquid investments with maturities
of three months or less, when purchased, to be cash and cash equivalents.

2. Income taxes
------------

The Company files its own separate federal income tax return. The Company
has no net operating loss carryforwards available to offset financial
statement or tax return taxable income in future periods.

F-8

<PAGE>

ENVIRONMENTAL PROTECTION CORPORATION

NOTES TO FINANCIAL STATEMENTS - CONTINUED

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

3. Loss per share
--------------

Basic earnings (loss) per share is computed by dividing the net income
(loss) by the weighted-average number of shares of common stock and common
stock equivalents (primarily outstanding options and warrants). Common
stock equivalents represent the dilutive effect of the assumed exercise of
the outstanding stock options and warrants, using the treasury stock
method. The calculation of fully diluted earnings (loss) per share assumes
the dilutive effect of the exercise of outstanding options and warrants at
either the beginning of the respective period presented or the date of
issuance, whichever is later. As of September 30, 1999, March 31, 1999 and
1998, the Company has no issued and outstanding securities, options or
warrants that would be deemed potentially dilutive in the current and
future periods.

NOTE C - COMMON STOCK TRANSACTIONS

On December 18, 1998, the Company's shareholders approved the amendment of the
Company's Articles of Incorporation to allow for the issuance of up to
100,000,000 shares of common stock with a par value of $0.001 per share. Prior
to this change, the Company had been permitted to issue up to 10,000,000 shares
of common stock with a par value of $0.01 per share. This transaction had no
effect on the issued and outstanding shares of common stock of the Company. All
references to issued and outstanding shares and their respective par value have
been changed to reflect this restatement as of the first day of the earliest
period presented in the accompanying financial statements.

On December 17, 1998, in anticipation of the approval of the December 18, 1998
action noted above, the Company's Board of Directors approved the issuance of
5,000,000 shares of unregistered, restricted $0.001 par value common stock to an
individual providing legal and other consulting services necessary to maintain
the integrity of the corporate structure and facilitate the merger with or
acquisition of an unrelated entity. These shares were valued at the approximate
fair value of the services provided to the Company by the individual.

As of October 14, 1999, the Company is not in negotiation for or anticipates a
probable business combination transaction which would require disclosure of
audited and pro forma financial statements required by Items 310(c) and (d) of
Regulation S-B of the U. S. Securities and Exchange Commission.

F-9

<PAGE>

ENVIRONMENTAL PROTECTION CORPORATION
Balance Sheets
December 31, 1999 and 1998

(Unaudited)

December 31, December 31,
1999 1998
--------- ---------
<S> <C> <C>
ASSETS
------
Current Assets
Cash in bank $ -- $ --
--------- ---------

Total Assets $ -- $ --
========= =========

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities
Accounts payable - trade $ -- $ --
--------- ---------

Total Liabilities -- --
--------- ---------

Shareholders' Equity
Common stock - $0.001 par value
100,000,000 shares authorized
5,554,000 and 554,000 shares
issued and outstanding, respectively 5,554 554
Additional paid-in capital 352,163 352,163
Accumulated deficit (357,717) (352,717)
--------- ---------

Total Shareholders' Equity -- --
--------- ---------

Total Liabilities and Shareholders' Equity $ -- $ --
========= =========
</TABLE>

The accompanying notes are an integral part of these financial statements. The
financial information presented herein has been prepared by management without
audit by independent certified public accountants.

F-10

<PAGE>

ENVIRONMENTAL PROTECTION CORPORATION
Statements of Operations and Comprehensive Income
Nine and Three months ended December 31, 1999 and 1998

(Unaudited)

Nine months Nine months Three months Three months
ended ended ended ended
December 31, December 31, December 31, December 31,
1999 1998 1999 1998
---------- ---------- ---------- --------
<S> <C> <C> <C> <C>

Revenues $ -- $ -- $ -- $ --

Expenses

General and administrative expenses -- -- -- --
---------- ---------- ---------- --------

Net Loss -- -- -- --

Other Comprehensive Income -- -- -- --
---------- ---------- ---------- --------

Comprehensive Income $ -- $ -- $ -- $ --
========== ========== ---------- --------

Loss per weighted-average
share of common stock
outstanding, calculated on
net loss - basic and fully diluted nil nil nil nil
=== === === ===

Weighted-average number of
shares of common stock
outstanding - basic and
fully diluted 5,554,000 554,000 5,554,000 554,000
========== ========== ========== ========
</TABLE>

F-11

<PAGE>

ENVIRONMENTAL PROTECTION CORPORATION
Statements of Cash Flows
Nine months ended December 31, 1999 and 1998

(Unaudited)

Nine months Nine months
ended ended
December 31, December 31,
1999 1998
--------- ---------
Cash Flows from Operating Activities

Net loss for the period $ -- $ --
Adjustments to reconcile net loss to net
cash provided by operating activities -- --
--------- ---------

Net cash provided by operating activities -- --
--------- ---------

Cash Flows from Investing Activities -- --
--------- ---------

Cash Flows from Financing Activities -- --
--------- ---------

Increase (Decrease) in Cash -- --

Cash at beginning of period -- --
--------- ---------

Cash at end of period $ -- $ --
========= =========

Supplemental Disclosure of
Interest and Income Taxes Paid

Interest paid for the year $ -- $ --
========= =========
Income taxes paid for the year $ -- $ --
========= =========

F-12

<PAGE>

ENVIRONMENTAL PROTECTION CORPORATION

Notes to Financial Statements

Note A - Organization and Description of Business

Environmental Protection Corporation (Company) was initially incorporated on
April 20, 1966 under the laws of the State of Minnesota as Polar Campers, Inc..
The Company was originally formed to "build, manufacture, sell, lease, own, buy
and otherwise deal with in mobile homes, campers, trailers and any other
equipment which from time to time be decided upon; to own and otherwise deal
with in real estate, and to do all things necessary and proper to accomplish
said purposes." The Company ceased all business operations during 1973 and
disposed of all assets and liabilities. The Company has been dormant since that
time.

During interim periods, the Company follows the accounting policies set forth in
its audited financial statements contained elsewhere in this document. The
accompanying financial statements do not include all disclosures required by
generally accepted accounting principles. Users of financial information
provided for interim periods should refer to the annual financial information
and footnotes contained elsewhere in this document when reviewing the interim
financial results presented herein.

In the opinion of management, the accompanying interim financial statements,
prepared in accordance with the instructions for Form 10-QSB, are unaudited and
contain all material adjustments, consisting only of normal recurring
adjustments necessary to present fairly the financial condition, results of
operations and cash flows of the Company for the respective interim periods
presented. The current period results of operations are not necessarily
indicative of results which ultimately will be reported for the full fiscal year
ending March 31, 2000.

Note B - Summary of Significant Accounting Policies

1. Cash and cash equivalents
-------------------------

F-13

<PAGE>

ENVIRONMENTAL PROTECTION CORPORATION
Notes to Financial Statements - Continued

Note B - Summary of Significant Accounting Policies - Continued

2. Income taxes
------------

3. Loss per share
--------------

Basic earnings (loss) per share is computed by dividing the net income
(loss) by the weighted-average number of shares of common stock and common
stock equivalents (primarily outstanding options and warrants). Common
stock equivalents represent the dilutive effect of the assumed exercise of
the outstanding stock options and warrants, using the treasury stock
method. The calculation of fully diluted earnings (loss) per share assumes
the dilutive effect of the exercise of outstanding options and warrants at
either the beginning of the respective period presented or the date of
issuance, whichever is later. As of December 31, 1999, March 31, 1999 and
1998, the Company has no issued and outstanding securities, options or
warrants that would be deemed potentially dilutive in the current and
future periods.

Note C - Common Stock Transactions

On December 17, 1998, the Company's shareholders approved the amendment of the
Company's Articles of Incorporation to allow for the issuance of up to
100,000,000 shares of common stock with a par value of $0.001 per share. Prior
to this change, the Company had been permitted to issue up to 10,000,000 shares
of common stock with a par value of $0.01 per share. This transaction had no
effect on the issued and outstanding shares of common stock of the Company. All
references to issued and outstanding shares and their respective par value have
been changed to reflect this restatement as of the first day of the earliest
period presented in the accompanying financial statements.

On December 17, 1998, the Company's Board of Directors issued 5,000,000 shares
of unregistered, restricted $0.001 par value common stock to an individual
providing legal and other consulting services necessary to maintain the
integrity of the corporate structure and facilitate the merger with or
acquisition of an unrelated entity. These shares were valued at the approximate
fair value of the services provided to the Company by the individual.

As of March 6, 2000, the Company is not in negotiation for or anticipates a
probable business combination transaction which would require disclosure of
audited and pro forma financial statements required by Items 310(c) and (d) of
Regulation S-B of the U. S. Securities and Exchange Commission.

F-14

<PAGE>

PART III

Item 1. Index to Exhibits.

Exhibit Number Description
- -------------- -----------

(3.0) Certificate of Restated Articles of Incorporation of Polar
Campers, Inc.
(3.1) Amendment of Articles of Incorporation of Access Plus, Inc.
(3.2) Certificate of Amendment of Articles of Incorporation of
Environmental Protection Corporation
(3.3) By-Laws
(27) Financial Data Schedule

<PAGE>

In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, who are duly authorized.

Dated March 5, 1999

ENVIRONMENTAL PROTECTION CORPORATION,
a Minnesota corporation

/s/ William C. Nichols
- ---------------------------
William C. Nichols
President

/s/ Paula Nichols
- ---------------------------
Paula Nichols
Secretary

Filed in the Office of the Minnesota
Secretary of State January 24, 1992

CERTIFICATE OF RESTATED
ARTICLES OF INCORPORATION OF
POLAR CAMPERS, INC.

Allan T. Quello, being thereunto duly authorized by the shareholders of all of
the issued and outstanding capital Stock of Polar Campers, Inc., does hereby
certify that he is the President and Secretary of Polar Campers, Inc., a
corporation organized and existing under the laws of the State of Minnesota;
That at a special meeting of the shareholders of said corporation, duly called
for that purpose and held on the 2nd day of August, 1991, at the hour of 1:30
P.M. at Room 100, Fidelity Bank Building, at 7600 Parklawn Ave., Edina, Minn.
55435, at which there were present in person or by proxy, a majority of the
stockholders of the common stock issued and outstanding; that at said meeting,
the following resolution was unanimously adopted by all of the common
shareholders, to wit;

RESOLVED, that the Articles of Incorporation of Polar Campers,
Inc., be amended or restated, and that authority given to the
director to change the name of the company,

AND BE IT FURTHER RESOLVED, that the officer or officers of this corporation are
directed to execute and file with the Secretary of State of the State of
Minnesota, such restated or amended Articles on behalf of this corporation.

<PAGE>

ARTICLE I.

The name of this corporation shall be Access Plus, Inc.

ARTICLE II.

The duration of this corporation shall be perpetual.

ARTICLE III.

The purpose or purposes for which this corporation is organized are as follows:
To engage in the business of resale of long distance telephone services and
other related services locally, nationally and world wide, both for residential
and commercial use; to provide outbound 8C) service, travel cards, conference
calls, voice messaging, T-l service, and to operate a service bureau for billing
systems; to engage in general business purposes, and to do everything necessary,
proper, advisable or convenient for the accomplishment of the purposes
hereinbefore set forth, and to do all other things incidental thereto and
connected therewith, which are not forbidden by the laws under which this
corporation is organized, by other laws, or by these Articles of Incorporation.

To carry out the purposes hereinabove set forth in any state, territory,
district or possession of the United States, or in any foreign country, to the
extent that such purposes are not forbidden by the laws thereof; and in the case
of any state, territory, district or possession of the United States, or any
foreign country, in which one or more of such purposes are forbidden by law, to
limit, in any certificate for application to do business, the purpose or
purposes to carry on therein to such as are not forbidden by the laws thereof.

ARTICLE IV.

This corporation shall have all powers granted to private corporations organized
for profit by said Minnesota Business Corporation Act and in furtherance, and
not in limitation, of the powers conferred by the laws of the State of Minnesota
upon corporations organized for the foregoing purposes, the corporation shall
have the power;

(1) To acquire, hold, mortgage, pledge or dispose of the sharec, bonds,
securities or other evidences of indebtness of the United States of
America, or of any domestic or foreign corporation, and while the

<PAGE>

holder of such shares, to exercise all privileges of ownership,
including the right to vote thereon, to the same extent as a natural
person might or could do, by the president of this corporation or by
proxy appointed by him, unless some other person, hit by resolution of
the Board of Directors, shall b~ appointed to vote such shares.

(2) To purchase or otherwise acquire on such terms and such manner as the
by-laws of this corporation may from time to time provide, and to own
and hold shares of the capital stock of this corporation, and to
re-issue the same from time to time.

(3) When and as authorized by vote of the holders of not less than a
majority of the shares e:.titled to vote, at shareholders meetings
called for that purpose, or when authorized upon the written consent,
of the holders of a majority of such shares, to sell, lease, exchange
or otherwise dispose of all, or substantially all, of its property and
assets including its good will, upon such terms and for such
consideration, which may be money, or other instruments for the
payment of money or other property, as the Board of Directors deems
exoedient or advisable.

(4) To acquire hold, lease, encumber, convey or otherwise dispose of,
either alone or in conjunction with others, real and personal property
by will or gift.

(5) To enter into any lawful arrangement for sharing profits, union of
interest, reciprocal association or cooperative association with any
corporation, association, partnership, individual or other legal
entity for the carrying on of any business, the purpose of which is
similar to the purposes set forth in Article III of these Articles of
Incorporation, and, insofar as it is lawful, to enter into any general
or limited partnership, the purpose of which is similar to such
purposes.

ARTICLE V.

The agreement for consolidation or merger with one or more foreign or dcmestic
corporations may be authorized by vote of the holders of a majority of the
shares entitled to vote.

ARTICLE VI.

The location and post office address of the registered office of this
corporation in the State of Minnesota is: 401 16th Ave. N.W. Rochester,
Minnesota, 55901

ARTICLE VII.

The aggregate number of shares which this corporation shall have authority to
issue is. 10,000,000 shares with a par value of $.0l per share, having an
aggregate par value of $100,000.00 which shall be known as "common stock".

(a) The holders of the common stock shall be entitled to
receive, when and as declared by the Board of Directors,
out of earnings or surplus legally available therefor,

<PAGE>

dividends payable either in cash or in property or in
shares of the capital stock of the corporation.

(b) The common stock may be allotted as and when the Board of
directors shall determine, and under and pursuant to the
laws of the State of Minnesota, and the Board :of
Directors shall have the power to fix or alter from time
to time, in respect to shares then unallotted, any or all
of the following; the dividend rate; the redemption
price; the liquidation price; the conversion rights; and
the sinking or purchase fund rights of shares of any
class or of any series of any class. The Board of
directors shall also have the power to fix the terms,
provisions and conditions of options, to purchase or
subscribe for shares of any class or classes, including
the price and conversion basis thereof, and to authorize
the issuance thereof.

(d) No holder of stock of the corporation shall have any
preferential, pre-emptive or other right of subscription to
any shares of any class of stock of the corporation allotted
or sold, or be be allotted or sold, and now or hereafter
authorized, or to any obligations convertible into stock of
the corporation of any class, no any right of subscription to
any part thereof.

(e) The transfer of stock may be restricted by an agreement signed
by the holders of a majority of the shares entitled to vote.
Said agreement will be retained as part of the corporate
records.

ARTICLE VIII.

The amount of stated capital of this corporation at the time of the adoption of
the re--stated Articles is $110,494.00.

<PAGE>

ARTICLE IX.

Meetings of shareholders, whether annual or special, shall be held at the
registered office of the corporation at such time and date as may be fixed by
the By--Laws, or at any other place or consented to in writing by all of the
shareholders entitled to vote thereat.

ARTICLE X.

Section 1. The business of this cornoration shall be managed by a Board
of Directors, who shall be elected at the annual meeting of the shareholders,
provided, however, the vacancies in the Board of Directors may be filled by the
remaining directors, and each person so elected shall be a director until his
successor is elected at an annual meeting of the shareholders or at a special
meeting duly called therefore. Until otherwise fixed by the by- laws, the Board
of Directors shall consist of three (3) to nine (9) members; a director need not
be a shareholder.

Section 2. The Board of Directors shall have the authority to make and
alter By--Laws, subject to the power of the shareholders to change or repeal
such By-Laws, provided, however, that the Board shall not make or alter any
By--law fixing the number, qualification or term of office of the directors.

Section 3. (1). No person shall be liable to the corporation for any
loss or damage suffered by it on account of any dction taken or omitted to be
taken by him as a director or officer of the corporation in good faith, if such
person (i) exercised or used the same degree of care and skill as a prudent man
would have exercised or used under the circumstances in the conduct of his own
affairs, or (ii) took, or omitted to take such action in reliance upon advice of
counsel for the corporation or upon statements made or information furnished by
officers or employees of the corporation which he had reasonable grounds to
believe or upon a financial statement of the corporation prepared by an officer
or employee of the corporation in charge of its accounts or certified by a
public accountant or firm of public accountants.

(2). The corporation shall indemnify any and all persons who may serve
at any time as directors or officers, who, at the request of the Board of
Directors of the corporation may serve or at any time have served as directors
or officers of another corporation in which the corporation at such time owned
or any own shares of stock or of which it was or may be a creditor, and their
respective heirs, administrators, successors and assigns', against any and all
expenses, including amounts paid upon judgments, counsel fees and amounts paid
in settlement (before or after suit is commenced), actually and necessarily
incurred by such persons in connection with the defense or settlement of any
claim, action, suit or proceeding, in which they, or any of them are made
parties, or a party, or which may be asserted against them or any of them by
reason of being or having been directors or officers or a director or officer of

<PAGE>

the corporation, or if such other corporation, except in relating to matters as
to which any director or officer or former director or officer or person shall
be adjudged in any action, suit or proceedin; to be liable for his own
negligence or misconduct in the performance of duty. Such indemnification shall
be in addition to any other right to which those indemnified may he entitles
under any law, by--laws, agreement, vote of stockholders or otherwise.

Section 4. The name and post office addresses of the persons who are
directors of this corporation at the time of the adopting of the re-stated
Articles are:

Bruce W. Nihart 6625 5th Ave. So. Richfield, Minn. 55423

Roger E. Olson P.O. Box 7, Glenville, Minn. 56036

Howard A. Scott 411 1st Ave., Albert Lea, Minn. 56007

Armand Evans 2076 Copeland Rd., Maple Plain, Minn. 55359.

ARTICLE XI.

Any provision contained in these Restated Articles of Incorporation may be
amended soley by the affirmative vote of the holders of a majority of the
stockholders entitled to vote.

IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of September, 1991.

By: Allan T. Quello
---------------
STATE OF MINNESOTA )
)ss.
COUNTY OF HENNEPIN )

On this 3rd day of September, 1991, personally appeared before me, a notary
public, Allan T. Quello, to me personally known, who, being by me duly sworn,
did say that he is the President of Polar Campers, Inc., the corporation named
in the foregoing Certificate of Restated Articles, and that he acknowledged that
he signed said instrument on behalf of the corporation by authority of its Board
of Directors, and that said Allan T. Quello acknowledged said instrument to be
the free act and deed of said corporation.

Denise L. Powell [Notary Seal]
- ----------------
Notary Public

File in the Office of the Minnesota
Secretary of State January 25, 1992

AMENDMENT OF ARTICLES OF INCORPORATION

Corporate Name: Access Plus, Inc.

This amendment is effective on the day it is filed with the Secretary of State,
unless you indicate another date, no later than 30 days after filing with the
Secretary of State, in this box:

January 25, 1992

The following amendments of articles or modifications to the statutory
requirements regulating the above corporation were adopted: (Insert full text of
newly amended or modified article (s), indicating which article (s) is (are)
being amended or added. If the full text of the amendment will not fit in the
space provided, please do not use this form. Instead retype the amendment on a
separate sheet or sheets using this format.)

Article I. The name of the corporation shall be Environmental
Protection Corporation.

Article II. The purpose or purposes for which this corporation
will be re-organized shall be to engage in general
business purposes, and to do everything necessary,
proper, advisable or convenient for the
accomplishment of the purposes hereinbefore set
forth, and to do all other things incidental
thereto and therewith connected, which are not
forbidden by the laws under which this corporation
is organized, by other laws, or by these Articles
of Incorporation.

Article III. The location and post office address of the
registered office of this corporation in the State
of Minnesota is: 12300 Orchard Rd., Minnetonka,
Minnesota, 55305.

This amendment has been approved pursuant to chapter 302A, Minnesota Statutes. I
certify that I am authorized to execute this amendment and further certify that
I understand that by signing this amendment, I am subject to the penalties of
perjury as set forth in section 609.48 as if I had signed this amendment under
oath.

Allan T. Quello

Filed in the Office of the Minnesota
Secretary of State December 29, 1998

CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
ENVIRONMENTAL PROTECTION CORPORATION

We the undersigned, William C. Nichols President and Chief Executive Officer and
Paula Nichols Secretary of Environmental Protection Corporation, a corporation
duly organized and existing under and by virtue of the laws of Minnesota, do
hereby certify that at an Annual Meeting of shareholders of said corporation
duly called and held on December 18, 1998 at 4:00 p. m. on said day, that the
following Resolutions were duly adopted by a majority of said shareholders.

RESOLVED THAT Article VII of the Articles of Incorporation be amended by
deleting it in its entirety and substituting the following:

ARTICLE VII

1.AUTHORIZED CAPITAL. The total capitalization of this Company shall be
100,000,000 shares of the par value of $0.001 per share, all of which shall be
of one class of common stock.

RESOLVED that Article VIII of the Articles of Incorporation be amended by adding
a new Section 8.

Section 8. If the Minnesota Statutes are hereinafter amended to
authorize further elimination or limitation of the liability of
Directors, then the liability of a Director of the Company shall be
eliminated or limited to the fullest extent permitted by Minnesota
Statutes.

Such indemnification shall be in addition to any other rights which
those indemnified may have under any law, agreement or resolution of
the Board of Directors or stockholders of the Corporation. The
Corporation shall purchase and maintain insurance on behalf of any such
directors, officers, employees or agents, to the extent that it shall
have power to do so by statute.

<PAGE>

RESOLVED that the Articles of Incorporation be amended by adopting a new Article
XII.

ARTICLE XII

1. The provisions relating to the Control Share Voting provisions of the
Minnesota Business Corporation Act, as amended, and any successor provisions
shall not apply to the Corporation

2.The provisions relating to the Business Combination Act, as amended, and
any successors provisions shall not apply to the Corporation.

These amended Articles of Incorporation have been approved pursuant to Chapter
302A Minnesota Statutes. The undersigned certify that they are authorized to
execute these amended Articles of Incorporation and further certify that they
understand that by signing these Amended Articles of Incorporation, they are
subject to the penalties of perjury as set forth in Section 609.48,as if they
had signed these Articles under oath.

Dated: December 18, 1998 /s/ William C. Nichols
----------------------
William C. Nichols

/s/ Paula Nichols
----------------------
Paula Nichols

By-Laws
of

POLAR HOMES INC.
A Corporation duly organized under
the Laws of the State of Minnesota

ARTICLE I

OFFICES

Section 1. The Registered Office of the Corporation shall be at RR
Lakeville in the Town of New Market, County of Scott, State of Minnesota, and
the Corporation shall have other offices at such places as the Board of
Directors may from time to time determine. Amended to 12212 12th Ave. South,
Burnsville, Dakota County, Minnesota

ARTICLE II

SHAREHOLDERS' MEETING

Section 1. PLACE. All meetings of the shareholders shall be held at the
Registered Office of the Corporation or at such other place designated by the
Board of Directors or consented to in writing by all of the shareholders
entitled to vote thereat.

Section 2. TIME. An annual meeting of the shareholders, after the year
1966, shall be held on the 2nd Monday of April in each year; or if that date
shall fall upon a holiday, then on the next succeeding business day, at 5:00
o'clock P.M., when they shall elect by a majority vote a Board of Directors.
(Except as otherwise provided in the articles, pursuant to provisions of Section
301.26, Subdivisions 4 and 12, of Minnesota Statutes 1945, directors other than
those constituting the first board shall be elected by the shareholders in
accordance with the relative voting rights granted to the shares of each class
by the articles.)

Section 3. NOTICE OF MEETINGS. Written notice stating the place, day and
hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called shall be mailed or personally delivered
not less than five days prior to the date of the meeting, by the Secretary, to
each shareholder of record entitled to vote at such meeting. Waiver by a
shareholder of notice of a shareholder's meeting, signed by him, whether before
or after the time of such meeting, shall be equivalent of the giving of such
notice..In the case of adjournment of a meeting from time to time, no further
notice of the adjourned meeting shall be necessary if an announcement is made at
the meeting where the adjournment is had, specifying the place, day and hour of
the adjourned meeting.

<PAGE>

Section 4. SPECIAL MEETINGS. Special meetings of the shareholders may
be called at any time upon request of the President, any Vice President or a
majority of the members of the Board of Directors, or upon a request in writing
to the President, any Vice President or the Board of Directors by one or more
shareholders holding not less than one-tenth of the voting power of the
shareholders.

Section 5 QUORUM. The presence, in person or by proxy, of the holders
of a majority of the shares entitled to vote at the meeting shall constitute a
quorum for the transaction of business. In the absence of a quorum any given
meeting may be adjourned from time to time. The shareholders present at a duly
called or held meeting may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. The President, or in his absence, the Vice President or any other person
designated from time to time, by the Board of Directors shall preside at all
meetings of the shareholders.

Section 6. Business transacted at all special meetings shall be
confined to the purposes stated in the call.

ARTICLE III

BOARD OF DIRECTORS

Section 1. ELECTION OF DIRECTORS. The property and business of this
Corporation shall be managed by its Board of Directors, which shall not be less
than three (3) in number and not more than five (5). They shall be elected at
the annual meeting of the shareholders, by majority vote and each Director shall
be elected to serve for one year or until his successor shall have been elected
and qualified. Except as otherwise provided in the articles pursuant to
provisions of Section 301.26, Subdivisions 4 and 12, of the Minnesota Statutes
1945, Directors, other than those constituting the first board, shall be elected
by the shareholders in accordance with the relative voting rights granted to the
shares of each class by the articles. Provided, however, the total number of
shareholders shall be less than three, included beneficial shareholders, the
board may consist of a number of directors not less than a number of such
shareholders.

Section 2. VACANCIES. Any vacancy occurring in the Board of Directors, may
be filled by the affirmative vote of a majority of the remaining Directors or by
election at a meeting of shareholders. A Director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in office.

Section 3. MEETINGS AND NOTICE. The Board of Directors shall meet each year
immediately after the annual meeting of shareholders, and at the same place as
the meeting of shareholders. No notice either to old or new members of the Board
of Directors shall be required for such annual meeting or for any regular

<PAGE>

meeting of the directors fixed from time to time by resolution of a majority of
the Board of Directors. Other meetings of the Board of Directors may be held
upon three days written notice upon the call of the President or any Director.
Notice may be waived in writing before or after the time of such meeting, and
attendance of a Director at a meeting shall constitute a waiver of notice
thereof. Neither the business to be transacted at, nor the purpose of, any
meeting need be specified in the notice of such meeting.

Section 4. QUORUM. At all meetings of the Board, a majority of the
Directors shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the act of a majority of the Directors present at
any meeting at which there is a quorum, shall be the act of the Board of
Directors. Provided, however, that if any vacancies exist for any reason, the
remaining Directors shall constitute a quorum for the filling of such vacancies.

Section 6. ORDER OF BUSINESS. The Board of Directors may from time to time
determine the order of business at their meetings. The usual order of business
at such meeting shall be as follows:

1. The meeting is called to order by the President at the time and on the
date of the meeting.

2. Roll call-- quorum being present the meeting proceeds with business.

3. Reading by Secretary of minutes of previous meeting and their
consideration and approval.

4. Report of officers.

5. Report of committees.

6. Consideration of communications.

7. Unfinished business.

8. New business.

9. Motion to adjourn

ARTICLE IV

POWER OF DIRECTORS

Section 1. ISSUANCE OF SHARES. The Board of Directors are authorized and
directed to issue shares of the Corporation, to the full amount authorized by
the Articles of Incorporation in such amounts and at such times as may be
determined by the Board and as permitted by law.

Section 2. TRANSFER OF SHARES. Transfer of shares shall be made on the
books of the Corporation only by the person named in the certificate or by
attorney, lawfully constituted in writing and upon surrender of the certificate
therefor, properly endorsed.

<PAGE>

Section 3. CLOSING OF BOOKS. The Board of Directors may fix a time not
exceeding forty days preceding the date of any meeting of shareholders, as a
record date for the determination of the shareholders entitled to notice of and
to vote at such meeting, notwithstanding any transfer of any shares on the books
of the Corporation after any record date so fixed. The Board of Directors may
close the books of the Corporation against transfer of shares during the whole
or any part of such period.

Section 4. OTHER POWERS. In addition to the powers and authorities
conferred upon them by these By-Laws, the Board of Directors shall have the
power to do all lawful acts necessary and expedient to the conduct of the
business of this Corporation, that are not conferred upon the shareholders, by
these By-Laws, or by the Articles of Incorporation, or by Statute.

ARTICLE V

OFFICERS

Section 1. THE BOARD OF DIRECTORS at its first meeting and at its first
meeting after each annual meeting of Shareholders shall elect a President from
its own number, and the Board shall also annually elect a Vice-President, a
Secretary and a Treasurer, none of whom need be a member of the Board. The
President shall hold office until his successor is elected notwithstanding an
earlier termination of his office as director. A Vice-President who is not a
director may not succeed to the office of President.

Section 2. OTHER OFFICERS. The Board may appoint such other officers and
agents as it shall deem necessary, from time to time, who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board.

Section 3. TERMS OF OFFICE. The Officers of the Corporation shall hold
office for one year or until their successors are chosen and qualify in their
stead. Notwithstanding and earlier termination of their office as Directors, any
officer elected or appointed by the Board of Directors, any officer elected or
appointed by the Board of Directors may be removed by the affirmative vote of a
majority of the whole Board of Directors with or without cause.

Section 4. SALARIES. The salaries of all officers and agents of the
Corporation shall be determined by the Board of Directors.

Section 5. PRESIDENT. (a) The President shall be the chief executive
officer of the Corporation; he shall preside at all meetings of the Shareholders
and Directors; he shall have general active management of the business of the
Corporation, and shall see that all orders and resolutions of the Board are
carried into effect. (b) He shall execute all bonds, mortgages and other
contracts. (c) He shall be Ex-officio a member of all standing committees, and
shall have the general powers and duties of supervision and management usually
vested in the office of President of a Corporation.

<PAGE>

Section 6. VICE PRESIDENT. The Vice President shall, in the absence or
disability of the President, perform the duties and exercise the powers of the
President, and shall perform such other duties as the Board of Directors shall
prescribe.

Section 7. SECRETARY. The Secretary shall attend all sessions of the Board
of Directors and all meetings of the Shareholders and record all votes and the
minutes of all proceedings in a book kept for that purpose; and shall perform
like duties for the standing committees when required. He shall give, or cause
to be given, notice of all meetings of the Shareholders and of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or President, under whose supervision he shall be. He shall be
sworn to the faithful discharge of his duty. He shall keep in safe custody the
seal of the corporation, and when authorized by the Board, affix the same to any
instrument requiring it.

Section 8. TREASURER. (a) The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys, and other valuable effects in the name and to the credit of
the Corporation, in such depositories as may be designated by the Board of
Directors. (b) He shall disburse the funds of the Corporation as may be ordered
by the Board, taking the proper vouchers for such disbursements, and shall
render to the President and Directors, at the regular meetings of the Board, or
Treasurer and of the financial condition of the Corporation. (c) He shall give
the Corporation a bond if required by a majority of the Board of Directors, in
such amount as they may determine, and with one or more sureties satisfactory to
the Board, for the faithful performance of the duties of his office, and for the
restoration to the Corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property,
of whatever kind in his possession or under his control, belonging to the
Corporation.

Section 9. None of the officers of said Corporation shall sign any notes or
bonds for others without first securing the written consent of the other
officers of the said Corporation.

Section 10. VACANCIES. If the office of any Director or any officer or
agent becomes vacant by reason of death, resignation, retirement,
disqualification, removal from office or otherwise, the Directors then in
office, although less than a quorum, by a majority vote, may choose a successor
or successors, who shall hold office for the unexpired term in respect of which
such vacancy occurred.

<PAGE>

Section 11. EXECUTIVE COMMITTEE. The Board of Directors may, by unanimous
affirmative action of the entire Board, designate two or more of their number to
constitute and executive committee, which, to the extent determined by unanimous
affirmative action of the entire Board, shall have and exercise the authority of
the Board in the management of the business of the Corporation. Any such
executive committee shall act only in the interval between meetings of the
Board, and shall be subject at all times to the control and direction of the
Board.

Section 12. SEAL. This corporation shall have no seal.

ARTICLE VI

CERTIFICATE OF SHARES

Section 1. The certification of shares of this Corporation shall be in a
form approved by the Directors to comply with the statues and shall be
registered in the books of the Corporation as they are issued. They shall
exhibit the holder's name, number of shares and shall be signed by the President
or Vice President and the Secretary.

Section 2. LOST CERTIFICATES. Any Shareholder claiming a certificate of
shares to be lost or destroyed shall make and affidavit or affirmation of that
fact in such form as the Board of Directors may require, and shall, if the
Directors so require, give the Corporation a bond of indemnity in form and with
one or more sureties satisfactory to the Board, in at least double the value of
the shares represented by said certificate, whereupon a new certificate may be
issue of the same tenor and for the same number of shares an the one alleged to
have been lost or destroyed.

ARTICLE VII

Section 1. INSPECTION OF BOOKS. Shareholders shall be permitted to inspect
the books of the Corporation at all reasonable times.

Section 2. CHECKS. All checks and notes of the Corporation shall be signed
by the Treasurer and countersigned by either the President or Vice President or
by such other officers or agents as may from time to time be designated by
resolution of the Board of Directors.

Section 3. THE FISCAL YEAR shall begin the first day of April of each year.

Section 4. DIVIDENDS OF THE CORPORATION, when earned, may be declared by
the Board of Directors at any regular or special meeting. Before payment of any
dividends or making any distribution of profits, there may be set aside out of
the earned surplus of the Corporation such sum or sums as the Directors from
time to time in their absolute discretion think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or foe such purpose as the Directors shall think
conducive to the best interests of the Corporation.

<PAGE>

Section 5. DIRECTORS' ANNUAL STATEMENT. The Board of Directors shall, at
each annual meeting and when called for by vote of Shareholders, present a full
and clear statement of business and condition of the Corporation.

Section 6. AMENDMENTS TO BY-LAWS. These By-Laws may be amended or altered
by the vote of a majority of the whole Board of Directors at any meeting,
provided that notice of such proposed amendments shall have been given in the
notice given to the Directors of such meeting. Such authority in the Board of
Directors is subject to the powers of the Shareholder to change or repeal such
By-Laws by a majority vote of the Shareholders present and represented at any
annual meeting or at any special meeting called for that purpose, and the Board
of Directors shall not make or alter any By-Laws fixing their number,
qualification or term of office.

ARTICLE VIII

The Corporation may be wound up and dissolved either voluntarily or
involuntarily. If the proceedings are voluntary, they may be conducted either
out of court or subject to the supervision of the court. If voluntary, they
shall be subject to the supervision of the court.

Voluntary proceedings for dissolution may be instituted whenever a resolution
therefore is adopted by the holders of at least two- thirds of the voting power
of all stockholders at a shareholders meeting duly called for that purpose.

The resolution may provide that the affairs of the corporation shall be wound up
out of court, in which case the resolution shall designate a trustee or trustees
to conduct the winding up, and may provide a method for filling vacancies in the
office of the trustee; but such appointment shall not be operative until a
certificate, setting forth the resolution and the manner of adoption thereof,
signed and acknowledged by the President or the Vice President and by the
Secretary or Assistant Secretary, shall be filed for record with the Secretary
of State.

As adopted in the first meeting of the Board of Directors on April 28, 1966.

/s/ John R. Greaves
------------------------

I, BERNICE KLICHE, Secretary of Polar Campers Inc., hereby certify that the
foregoing are true and correct By-Laws of Polar Campers Inc. this 15th day of
November, 1968.

/s/ Bernice Kliche
-----------------------

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