NVID INTERNATIONAL INC/DE
10SB12G, 2000-09-25
BLANK CHECKS
Previous: MOUNTAIN STATES CAPITAL INC, SB-2/A, EX-23.1, 2000-09-25
Next: NVID INTERNATIONAL INC/DE, 10SB12G, EX-3.(I)A, 2000-09-25




                       SECURITIES AND EXCHANGE COMMISSION

                                   WASHINGTON, D.C. 20549



                                   FORM 10-SB

                   GENERAL FORM FOR REGISTRATION OF SECURITIES

                       OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
                      OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934



                                  NVID INTERNATIONAL, INC.
                       (Name Of Small Business Issuer In Its Charter)



      DELAWARE                                        59-3458195
(State or Other Jurisdiction of                     (I.R.S. Employer
Incorporation or Organization)                      Identification No.)


28163 U.S. Highway 19 North, Suite 302,
        Clearwater, Florida                                   34621
    (Address Of Principal Executive Offices)               (Zip Code)



                                       (727) 669-5256
                    (Registrant's Telephone Number, Including Area Code)



             Securities to be Registered Pursuant to Section 12(g) of the Act:

                          COMMON STOCK, $.01 PAR VALUE




                                       1
<PAGE>

                                     PART I

ITEM 1. - BUSINESS.
------------------

General

      NVID  International,  Inc. (the  "Company") is a holding  company the sole
material asset of which is the stock of its subsidiary,  Aqua Bio  Technologies,
Inc.  References  to the  Company in this  registration  statement  include  the
activities  of its  subsidiary.  The Company is in the business of  researching,
developing and marketing water  purification and  disinfection  products using a
technology known as ionization.

      The Company was  incorporated  on August 20,  1984 under  Delaware  law as
Network Video,  Inc., for the purpose of franchising  video specialty stores. In
1986,  it  completed  an initial  public  offering  pursuant  to a  Registration
Statement  under the  Securities Act of 1933 on Form S-18. On February 17, 1988,
the Company filed Form 15,  terminating its obligation to file periodic  reports
with the United States  Securities and Exchange  Commission (the  "Commission").
The  Company  discontinued  its  video  business  in  1988  because  of  intense
competition.

      The Company  conducted  no business  until 1994,  when it entered  into an
agreement with Superior Aqua Products, Inc., a Florida corporation ("Superior").
Under that  agreement,  the Company  acquired all of the  outstanding  shares of
Superior in exchange for the issuance of 18,281,500  shares of its common stock.
At the same time, the Company's shareholders  authorized its name change to NVID
International, Inc.

      The Company's  administrative  office is located at 28163 U.S.  Highway 19
North, Suite 302,  Clearwater,  Florida 34621, and its telephone number is (727)
669-5256. The Company's fiscal year end is December 31.

      On April 4, 1997, the Company was named as a defendant in civil litigation
brought by the  Commission  stemming  from the actions of two  Company  officers
arrested for  misappropriation of stockholder funds and fraud. On April 5, 1997,
the two officers and two additional  members of the Company's board of directors
resigned from their  positions  with the Company.  On April 15, 1998,  following
negotiations  between the  Company's  new  management  and the  Commission,  the
Company  executed  a  Consent  and  Stipulation  for Final  Judgment,  which was
approved on August 14, 1998, and which terminated the  Commission's  proceedings
against the Company.

Overview of Business

      The Company develops water disinfection  systems using "ionization." These
systems are based on a process that emits  precise  amounts of copper and silver
ions into water systems to control and remove bacteria,  viruses,  fungi,  yeast
and algae. Uses for the Company's  products include  industrial,  commercial and


                                       2
<PAGE>

residential water systems, cisterns,  hospitals,  agriculture,  marine habitats,
pools, fountains,  spas and cooling towers. From simple applications like pools,
spas or fountains,  to more complicated  hospital infection control systems, the
Company's  products are designed to meet a broad spectrum of water  disinfection
requirements.  In addition to water disinfection  systems,  the Company owns the
rights to AXEN,  a  non-toxic,  environmentally  friendly  liquid  disinfectant,
formulated  for initial use as a surface  cleaner.  AXEN is also  produced  with
proprietary ionization technology.

      There  are  various   technologies   used  for  disinfecting   water.  The
conventional  technologies  include  chlorine,   reverse  osmosis,   filtration,
ultraviolet light,  ozone and chlorine dioxide.  While all of these technologies
have beneficial attributes,  they also possess significant drawbacks in terms of
cost,  ease  of  handling  and  use,  maintenance  and  long-term   disinfecting
capability   (commonly   referred  to  as  "residual   effect").   In  addition,
conventional water treatment systems often use significant  amounts of chlorine,
a highly  toxic and  caustic  chemical.  Repeated  studies  have  shown that the
toxicity of chlorine creates dangerous health and environmental hazards.

      The  benefits  of  the  Company's   ionization  products  include  reduced
operating  and  maintenance  costs  resulting  from a reduction  of chlorine and
increased life of operating equipment.

      Silver and copper  have long been known for their  biocidal  properties  -
copper for its ability to kill algae,  and silver for its ability to kill a wide
range of bacteria and viruses.  In fact, the  characteristics of the process now
known as "ionization"  were recognized in ancient Greece,  where copper cups and
silver chalices were the preferred way to store drinking water.  During the 19th
century,  pioneers in the United  States  placed  copper and silver coins in the
water casks  attached to their wagons.  The constant  rocking and rolling of the
wagons  released  ions of copper and silver,  which killed  bacteria,  yeast and
viruses,  and helped  maintain a clean water supply.  More  recently,  NASA used
ionization technology to control bacteria for the Apollo space missions.

      Ionization  begins  when  an  electric  charge  is  applied  to  specially
formulated alloys of copper or silver.  When electricity  contacts the alloy, an
electrically  charged  atom  called an "ion" is  released.  Ions,  which  have a
positive charge, attach to algae walls, bacteria and other particles, which have
a negative charge.  The ions penetrate the foreign  substances'  membranes,  and
eventually  the foreign  substances  die. In killing the algae or bacteria,  the
ions  function  much the same way as white  corpuscles.  They attack and kill by
attaching  themselves  to the cells'  membranes.  The dead  matter  then  clumps
together  and is  carried  away and  filtered  out of the water.  Ionization  is
recognized  as a safe and effective  method of removing  bacteria and algae from
water, while avoiding the harmful side effects caused by large doses of chlorine
or other conventional water treatment chemicals.

                                       3
<PAGE>

      All water systems are susceptible to growth of microorganisms. Colonies of
microorganisms,  including bacteria,  viruses,  protozoa and fungi, usually grow
within pipes,  plants and tanks. Algae may also be present if the microorganisms
are  exposed to  sunlight.  Sloughing,  water  pressure  and grazing by protozoa
release the microorganisms into the water, where they can damage pipes and, more
seriously,  expose  water users to harmful - even fatal - bacteria  (such as the
bacteria  known  as  Legionella  Pneumophila  ("Legionella"),   responsible  for
Legionnaire's Disease).  Chemical treatments,  dosed at "safe" levels, are often
unable to cope with the freed  bacteria  in the time  available  for  treatment.
Ionization is gaining  recognition  as the most  successful  and  cost-effective
method  of  preventing  the   proliferation  of   microorganisms   with  minimal
environmental impact.

Industry Overview

      Water  purification  and  disinfection  is a  multi-billion  dollar global
industry because of an increasingly  limited supply of drinkable  water,  global
economic expansion,  the increasing need for high-quality or ultra pure water by
commercial  and  industrial  companies,  heightened  public  health  and  safety
concerns relating to drinking water, and the promulgation of numerous government
regulations for water quality.  The Science  Advisory Board of the United States
Environmental Protection Agency (the "EPA") has cited water contamination as one
of the highest ranking environmental risks.

      The Company  believes that it has benefited  from,  and will benefit from,
several  existing and  emerging  market  trends,  including  increased  consumer
emphasis on health and safety  concerns  relating  to  drinking  water and water
supplies,   growing  demand  for  alternatives  to  chlorine-based  systems  and
continued  promulgation of government regulations relating to water purification
and treatment.

      Principal  components of the water purification and disinfection  industry
include the consumer,  bottled water,  commercial and industrial,  municipal and
wastewater  treatment markets.  With the exception of bottled water, the Company
has products in each of these  market  segments.  Specifically,  the Company has
focused  on  applications  for  Legionella  control  within  hospital  hot water
systems,  cooling tower disinfection,  industrial and residential drinking water
disinfection and purification,  horticultural aspects of disinfection,  pool and
spa disinfection,  dental waterline  disinfection and hard surface  disinfection
within the food processing industry.

Disinfection/Purification Technologies

      The principal technologies used in the water disinfection and purification
industry include:

      Filtration.  Filtration is a process  typically used for separating solids


                                       4
<PAGE>

from a liquid by means of a porous  substance,  layers of inert  material  (e.g.
sand, gravel) or a membrane.  The most significant drawback to filtration is the
lack  of a  residual  effect  and the  limitations  imposed  by the  size of the
filters, which can be ineffective for controlling the growth of microorganisms.

      Reverse Osmosis. Reverse osmosis is a water treatment process that removes
undesirable  materials from the water by using water pressure to force the water
molecules through a semi-permeable  membrane.  Reverse osmosis, like filtration,
has no residual effect and can be extremely expensive because of the replacement
cost of a membrane.

      Chlorine. A long-standing technology for water treatment first used at the
beginning of the 20th century,  chlorine remains the most widely adopted form of
water treatment in the United States.  Chlorine is a relatively inexpensive gas,
which at appropriate levels, destroys most water-borne pathogens.  The drawbacks
of chlorine  include its high  toxicity to human  health,  storage and  handling
problems,  limited  residual  effect,  susceptibility  to heat  and  light,  and
environmental concerns.

      Chlorine Dioxide. Though more expensive than chlorine, chlorine dioxide is
also more  stable and  retains a longer  disinfecting  residual  than  chlorine.
Chlorine dioxide,  however, suffers the same logistical and handling problems as
chlorine and is also highly unstable under temperature and heat fluctuations.

      Ozone.  Ozone,  a pale,  light blue gas,  has been used to treat  drinking
water  since the end of the 19th  century.  Significantly  more  expensive  than
chlorine,  ozone has highly effective germicidal properties.  In addition to its
cost, however,  ozone cannot be stored or transported because of its short life.
It has no residual effect.

      Ultraviolet  Light.  Ultraviolet  light is nominally  more  expensive than
chlorine,  though it has no residual effect.  It is effective against most forms
of viruses, though the equipment necessary for its use reduces its applications.

      Ionization. Ionization disinfection systems were developed to overcome the
disadvantages  and hazards  associated  with  disinfection by chlorine and other
conventional water treatment systems.  The contact time of silver,  aided by the
synergistic effects of copper, will kill bacteria and viruses within minutes and
are   completely   unaffected  by  temperature   and  sunlight.   Ionization  is
cost-effective,  non-corrosive,  non-toxic, easily regulated and has a long-term
residual effect. As important, ionization technology is environmentally friendly
and creates no human health  hazards.  Ionized  water  produced by the Company's
systems is odorless, tasteless and, perhaps most importantly, ultra pure.



                                       5
<PAGE>

The Company's Products

      The selection of a particular Company water disinfection system depends on
the  consumer's  end-use and  application.  The Company's  product lines include
Superior  Aqua  Systems,  Ionic  Disinfection  Systems  and the Random  Metering
System.  The Company has also developed and markets AXEN, a liquid  disinfectant
formulation that employs ionization technology.

      Random Metering System. Traditional ionization equipment produces the same
output rate of ions,  regardless of the demands placed on the water system.  The
Random   Metering   System  ("RMS")   expands  the   application  of  ionization
disinfection  systems by creating a separate water source to create ions outside
of the treated water stream. RMS is the only known ionization water disinfection
system  which can treat large  volumes of drinking  water.  By  controlling  the
off-line  water flow,  ions can be  concentrated  and injected  into the treated
water based on actual demand and flow rates.

      Ions  produced by the RMS product do not  dissipate in high  temperatures.
This characteristic  enables RMS products to be used specifically to prevent and
control   Legionella.   The  Legionella  organism  thrives  within  colonies  of
microorganisms,  which adhere to the inside of piping distribution networks that
transport water for domestic and drinking water use.  Because RMS can treat even
large volumes of water  effectively,  it can be used in health care and hospital
settings.

     In 1998,  the Company  formed an  alliance  with EHPC  Ionization,  Ltd. of
London, England,  ("EHPCI, Ltd.") a company with similar interests in ionization
technology.  EHPCI,  Ltd. holds the exclusive  license from the inventors of the
RMS  system to  commercialize  that  system.  EHPCI,  Ltd.  has  entered  into a
distribution and exclusive  license agreement with the Company which enables the
Company to utilize RMS technology to assemble,  sell, distribute and service the
RMS product line in North America.

      Subsequently,  with the  Company's  consent,  EHPCI,  Ltd.  and  Wallace &
Tiernan, a subsidiary of United States Filter Corporation, executed an agreement
allowing  Wallace  & Tiernan  to  manufacture,  market  and  distribute  the RMS
technology on a  non-exclusive,  global basis.  Because this  arrangement  would
infringe on the Company's North American  territory,  the Company is entitled to
one-half of all licensing fees and royalties paid by Wallace & Tiernan to EHPCI,
Ltd. EHPCI Ltd.  recently  assigned its RMS  technology  rights to an affiliated
company, GWR, Ltd.

      The Company has  sublicensed  the RMS  technology  to  Innovative  Medical
Services,  Inc.  ("IMS") of El Cajon,  California  for North  American  hospital
applications,  including  hot water  disinfection  and  control  of  Legionella.
Pursuant to its license  agreement  with the  Company,  IMS will also market and
distribute  RMS  products  to the  healthcare  markets in  Australia,  South and
Central  America and Mexico.  Under the terms of the license,  IMS purchases the


                                       6
<PAGE>

RMS  systems  from the  Company  and pays a royalty to the  Company on each unit
sold.

      Ion Disinfection  System. The Ion Disinfection System ("IDS") was designed
to augment the  Company's  RMS product  line.  IDS uses ionic silver in much the
same way as the RMS system. The differences  between the RMS and IDS systems are
size and dosing  capabilities.  While the RMS product  line is designed to treat
large volumes of water with adjustable  injection of ionic silver,  the IDS unit
doses  directly  into the treated  water at a constant  rate  depending on water
flow. The compact size of the IDS units makes them  preferable  for  residential
and  light  commercial  use.  Target  markets  include  cisterns,  water  wells,
restaurants  and  small  to  medium  sized  hotels.  Because  of  the  size  and
performance  capabilities  of the IDS product line,  IDS products have also been
used in emergency situations requiring potable drinking water.

     Based on the operational  success of the IDS system in Mexico,  the Company
has entered into a distributor agreement with Mr. Frederico Rodriguez, the owner
of Aqua Bio Technologies,  S.A. de C.V. Aqua Bio Technologies,  S.A. de C.V. has
been incorporated under the laws of Mexico to perform distribution and marketing
functions through its dealership  arrangements with Mexican  distributors in the
potable wastewater and filtration industries.

      Superior Aqua Systems. The Company's Superior Aqua Systems ("SAS") product
line operates in  conjunction  with the existing  circulation  system of a pool,
spa,  cooling tower or hot water system.  SAS products use a flow cell, which is
simply inserted into the existing water circulation  system, and a control unit,
which electronically regulates the output of ions into the water. The release of
the ions maintains a long-term  disinfecting residual effect regardless of heat,
sunlight or evaporation.  A simple testing kit may be used to monitor subsequent
water  quality.  When low levels of  chlorine  are used with SAS, a  synergistic
residual effect produces near pristine water quality at a very low cost.

      SAS is proven  beneficial for use in indoor and outdoor pools,  fountains,
decorative  ponds,  cooling towers and a wide range of mid-level  industrial and
agricultural applications.  It is cost effective,  environmentally safe and user
friendly.

      AXEN. In addition to developing and marketing  ionization  water treatment
systems,  the  Company  manufactures  and markets  the  non-toxic,  disinfectant
product AXEN (formerly  Microsafe).  AXEN  formulations  have been developed for
five separate market groups: (1) veterinary medicine, (2) healthcare,  including
dental  applications,  (3) drinking water, (4) cooling towers, and (5) as a hard
surface disinfectant.

      The  world  market  for  cleaning  compounds  is  a  multi-billion  dollar
industry.  Cleaning products may be classified  broadly as household cleaners or
industrial/institutional    cleaners.   Household   cleaners   include   laundry


                                       7
<PAGE>

detergents,  dish  detergents and surface  cleaners.  Only surface  cleaners are
marketed typically as having disinfectant properties.

      AXEN  uses  ionization   stabilization   technology  to  create  a  liquid
disinfectant   suitable  for  many   applications,   including   prevention   of
contamination  by bacteria and viruses.  The product is formulated by generating
silver ions in a citrate bath,  which acts as a stabilizer for the silver.  AXEN
can be  produced  in a liquid  concentrated  form and used on  surfaces  in food
processing plants, homes,  hospitals,  restaurants and public facilities to kill
bacteria, viruses, and other microorganisms. AXEN is cost effective to ship long
distances by container because of the high concentration  levels achieved in the
manufacturing  process. As a result, this allows the Company to market AXEN over
a broader geographical area.

      The Company licenses the technology to corporate  partners who manufacture
AXEN  and  maintain  product  inventories.   IMS  has  signed  an  Agreement  to
manufacture   and  market  AXEN  through  the  Internet,   mass   merchandisers,
manufacturer  representatives and distributors.  The Company has also entered an
Agreement  with  ETIH20,  Inc.,  to  manufacture  and  distribute  AXEN  in  the
Southeastern United States,  Costa Rica, and the Pacific Basin. Further research
and  refinement  of the  AXEN  product  is  being  conducted  by Bio  Analytical
Services, Inc., Key Laboratories and ABC Research, Inc.

Distribution and Sale of Products

      The Company  distributes  its products by licensing them for  manufacture,
distribution  and sale in certain  geographic  and niche  markets  to  strategic
partners.  The Company's products reach both domestic and international markets,
including  North  America,  Europe,  Mexico,  Central and South  America and the
Pacific Basin.

      The Company's  water  disinfection  systems are segmented into two general
categories: commercial and consumer. Consumer applications include potable water
supplies, pools, spas and fountains. Commercial applications include pools, spas
and fountains,  as well as cooling towers, health care facilities,  agriculture,
marine mammal habitats and industrial  use. In addition,  the Company sells AXEN
through   license   agreements  as  a  household  and  commercial  hard  surface
disinfectant, for veterinary medicine applications and for dental applications.

      The   Company's   strategy  is  to  license  its   products  for  specific
applications  in geographic  areas.  To date,  the Company has licensed  product
applications in municipal drinking water and wastewater  applications,  point of
entry/point  of use  drinking  water  applications,  dental  water  lines,  food
processing and health care applications.



                                       8
<PAGE>

Competitors

      The markets in which the Company competes are highly  competitive and most
are  fragmented,  with numerous  regional and local  participants.  The Company,
however,  believes it has a  competitive  advantage  because few, if any, of its
competitors  have the ionization  technology  found in RMS and AXEN. The Company
believes its focus on certain geographic and niche markets,  and the breadth and
range of its products,  will allow it to compete  successfully  in both domestic
and global markets. Many of the Company's competitors, such as U.S. Filter, Inc.
and Culligan, are multi-line companies with substantially greater resources than
the Company.

License Agreements

     The  Company has a Royalty  Agreement  with Mr.  Andrew  Arata for the AXEN
product  line.  Mr.  Arata is the  inventor  of  AXEN.  Under  the  terms of the
agreement, he is paid 5% of gross revenues in perpetuity.

     Wallace  &  Tiernan,  Ltd.  (UK),  a  subsidiary  of United  States  Filter
Corporation,  entered  into an  agreement  with EHPCI,  Ltd.  for  non-exclusive
worldwide  manufacturing and distribution  rights for the RMS system.  Since the
Company held the exclusive North American  license from EHPCI,  Ltd. it became a
party to the agreement between EHPCI, Ltd. and Wallace & Tiernan, Ltd. Under the
terms of the worldwide  agreement,  the Company receives a royalty of 12 1/2% of
the gross selling price for all units sold in North America,  and has the option
to purchase any RMS systems  produced  under private label by Wallace & Tiernan,
Ltd. for cost plus 28%. EHPCI,  Ltd. recently assigned its RMS technology rights
to an affiliated company GWR, Ltd.

      Under the terms of the  Company's  RMS License  Agreement  with IMS (under
which EHPCI, Ltd. is a co-licensor),  the Company and EHPCI,  Ltd.  collectively
receive a flat  license fee and a royalty of 16 1/2% of the gross  manufacturing
cost for all RMS units sold by IMS.  The  Company is  entitled  to 62.5% of this
consideration.

      The  Company  has  entered  a  five-year  manufacturing  and  distribution
agreement  with ETIH2O to produce and sell the AXEN product line  exclusively in
the  country  of Costa  Rica and on a  non-exclusive  basis in the  southeastern
United States,  including Florida,  Georgia,  Alabama,  Mississippi,  Louisiana,
South Carolina, North Carolina, Virginia, Tennessee and Kentucky.

      ETIH2O,   Inc.  has  also  signed  a  two-year  commitment  for  exclusive
manufacture  and  non-exclusive  marketing  of the AXEN product for New Zealand,
Australia, Thailand, Philippines, Singapore and Malaysia. Under the terms of the
agreement, the Company receives an escalating royalty on each sale.



                                       9
<PAGE>

      Circle P Products, Inc. signed a Manufacturer's  Representation  Agreement
with the Company for  representation  of the AXEN  veterinary  product line. The
Company has also pursued further  development of the AXEN product line through a
Licensing Agreement with EHPCI, Ltd.

      The  Company  has  entered  a  License  Agreement  with  IMS for AXEN on a
worldwide basis for dental waterline applications and point of use applications.
Under the agreement, the Company receives a fifty percent (50%) flat license fee
and a 15% royalty based on the manufactured cost of AXEN sold by IMS.

Intellectual Property

      Patents.  All of the products  developed  by the Company are  protected by
U.S.  and PCT country  patents  pending.  As a result,  the Company has very few
direct  competitors  using the same technology.  The Company has competitors who
use different, more conventional technologies,  including chlorine, ultraviolet,
ozone, chlorine dioxide, reverse osmosis, copper and silver.

      The Company has received an Official  Notice of Allowance  for its pending
AXEN patent application, and expects United States Letters Patent will be issued
in four to six weeks.  The  Company  has also  sought  patent  protection  under
international  treaty.  The Company  owns the  property  rights to AXEN under an
assignment from AXEN's inventor, Andrew Arrata.

      Trade Secrets.  Three of the four product lines carried by the Company use
trade secrets  involving  ionization:  RMS, IDS and AXEN. Each of these products
uses the  stabilization of silver ions, which normally have a shelf life of only
three to four hours.  By utilizing the Company's  discoveries,  however,  silver
ions can be stabilized for periods up to six months.

      These trade secrets are  significant  because  although  there are several
alternatives  to  chlorine in water  disinfection  applications,  the  Company's
process is the only solution with a long-term disinfecting residual. The loss of
these trade secrets could have a material, adverse effect on the business of the
Company.

Research & Development

      The Company's  current  research and development  focuses on expanding the
applications for the Company's  existing  product line and licensing  additional
corporate  partners.  Current  research  and  development  projects  include RMS
applications for Legionella control in hospital  settings.  AXEN is being tested
for  use  in  dental  water  lines,   certain   agricultural  and  horticultural
applications,  municipal drinking water systems and veterinary  medicine.  After
EPA certification is received, the Company intends to test AXEN for hard surface


                                       10
<PAGE>

disinfectants  and for use in direct food  contact  (for  instance,  poultry and
seafood).

Government Regulation

      The RMS technology has received the necessary government approvals for use
in drinking water disinfection in Mexico.  AXEN formulations have been submitted
to the EPA for approval.  EPA  certification is expected prior to the end of the
year 2000. Upon EPA approval,  AXEN will be submitted to the U.S.  Department of
Agriculture  (USDA)  and the  Food  and  Drug  Administration  (FDA)  for  their
approval. It should be noted that the Company is presently working with both the
USDA and the FDA in related laboratory and field studies.

      The USDA and the Company have entered a Trust Fund  Cooperative  Agreement
for a field study at the USDA facility in Athens,  Georgia.  The study is funded
and  commenced  July 1,  2000.  The  subject  of the study is to  determine  the
efficacy of AXEN in replacing toxic  disinfectants  used in poultry  production.
Additionally,  at the request of the FDA, the Company  submitted samples of AXEN
for testing against the Vancomycin  Resistant  Enterococcus  virus.  The Company
submitted samples and a report from an independent  laboratory  detailing AXEN's
efficacy against the virus.  Both studies  concluded the AXEN  formulations were
99.9999% effective against the subject virus strains. FDA approval for AXEN as a
topical disinfectant is expected prior to the end of the year 2000.

Environmental Issues

      The  Company's  product  lines  produce  pesticides  to treat a variety of
bacteria,  viruses, fungi and pathogenic organisms.  The primary biocide used in
ionization is ionic silver with trace  amounts of other metals.  The Company has
never received a notice or demand from any environmental authority regarding its
products. In addition,  the Company has licensed the manufacture of its products
to other  companies,  and therefore does not require any  environmental  permits
itself.

      Prior to 1993, the EPA set the amount of silver  recommended  for drinking
water at 100 parts per billion.  In 1993,  the EPA dropped silver from the EPA's
primary water standards, though it was retained at 100 parts per billion for the
secondary  water  standards  that are used as  guidelines  by states for setting
their own  standards.  The EPA is expected to drop  silver  eventually  from its
secondary standards.

      The EPA is also expected to reduce the amount of  Trihalomethanes  allowed
in  drinking  water  from  100  parts  per  billion  to 80  parts  per  billion.
Trihalomethanes  are known  carcinogens  formed when  chlorine is combined  with
organic  matter  found in nature.  The  anticipated  effect of the  reduction in
Trihalomethanes  is a greater emphasis on technologies  that reduce or eliminate


                                       11
<PAGE>

the use of  chlorine.  The Company  expects to gain  market  share in all of its
product  lines as a result of a reduction in  Trihalomethane  levels  allowed in
drinking water.

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

      Although  the  Company  has  been in  existence  for a  number  of  years,
management's  efforts to develop the Company's business have not yet resulted in
generation of significant revenues.  To date,  management's efforts have focused
on developing licensing  relationships and promoting and conducting research and
development  to  demonstrate  the  feasibility  and  efficacy  of the  Company's
products.  Until  potential  customers  are  convinced  of the  viability of the
Company's technology,  it is unlikely that the Company will generate significant
revenue.

      Assuming  that the Company can raise  sufficient  capital to maintain  its
operations,  over the next 12 months the Company  expects that it will  continue
development  of  licensing   relationships   and  will  continue   research  and
development.  In  addition,  the  Company  will  need  to  expand  its  staffing
considerably over this period of time.

Cash Requirements

      The Company has  engaged in a number of tests and  demonstrations  and has
entered into  license  agreements  with  entities  for the  distribution  of its
products.  These licensing relationships are in their early stages, however, and
it is difficult to predict what revenue stream,  if any, they will generate.  If
the Company's licensees meet performance criteria contained in the agreements in
all respects,  the Company would be receiving  royalty  income of  approximately
$250,000 per month by the end of the year 2001.

      Nevertheless,  the  Company  does not  expect  its  royalty  stream  to be
sufficient to cover costs of operations  in the  immediate  future.  The Company
expects that it will continue to be required to raise capital to fund operations
at least through the second  quarter of 2001.  The Company will attempt to raise
this capital by borrowing,  but no lender has issued a binding commitment to the
Company.  Therefore,  the  Company  expects  to  engage  in one or more  private
placements of common stock to fund its operating needs. At present,  the Company
has sufficient  cash to sustain the Company for  approximately  five (5) months.
Therefore,  the  Company  anticipates  engaging in one or more  capital  raising
transactions in the immediate future.

Licensing

      The Company's marketing plan calls for the creation of "flagship" accounts
and/or specific field tests to showcase the economic feasibility and efficacy of


                                       12
<PAGE>

the products in various  applications.  Once  completed,  the Company intends to
license numerous  corporate  partners for specific  applications.  The licensing
generally  will involve an initial  license fee for  exclusivity  and an ongoing
royalty in perpetuity.

      As the  Company  emerges  from its  current  stage,  it expects to license
entities in a broad spectrum of applications.  Generally, these licenses will be
for  specific  applications  and  geographic  areas and will  contain  mandatory
performance  criteria for the licensee to maintain  the  license.  To date,  the
Company has licensed  applications  in municipal  drinking  water and wastewater
applications,  point of entry/point of use drinking water  applications,  dental
water lines,  food processing and healthcare  applications.  Most of the license
fees received have been and will be used to expand the scope of applications and
the geographic area for the Company's products.

Research and Development

      The Company's requirements for research and development will continue into
the  foreseeable  future.  Research  and  development  is expected to expand the
spectrum of product applications and allow the Company to increase the number of
licenses.  Current  research  and  development  is focused on  specific  product
applications,  including  Legionella control in hospital settings,  dental water
lines, cut flowers,  pythium control,  hydroponics,  cooling tower applications,
municipal drinking water systems, and veterinary applications.

      Future research and development  will focus on expanding  specific product
applications  for the AXEN and RMS  product  lines.  These tests will be ongoing
over the next few years.

Capital Expenditures

      Management does not expect to incur any significant  capital  expenditures
in the foreseeable future.

Staffing

      The Company must  increase its work force.  The Company's  marketing  plan
does not call for  building a sale  force to sell to  end-users  but  instead to
license the technology to market segment leaders with existing sales forces. The
Company  will train these sales  forces to sell the  Company's  products  and to
provide  technical   assistance   through  quarterly  service  to  the  systems.
Nevertheless,  the Company  requires an increased sales force to sell technology
licensing agreements. Management expects to add one (1) employee during 2000 and
four (4) employees in 2001. The expected cost of these  additional  employees is
$50,000 in 2000 and $250,000 in 2001.



                                       13
<PAGE>

ITEM 3. - DESCRIPTION OF PROPERTY.
---------------------------------

      The Company leases its principal offices at 28163 U.S. 19 North, Suite 302
Clearwater,  Florida,  33761, pursuant to a three (3) year Executive Suite Lease
Agreement between Klein & Heuchan, Inc. and the Company dated July 18, 2000.

      The Company owns no real property.

ITEM 4. - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
------------------------------------------------------------------------

      The following table sets forth certain  information  regarding the holders
of the Company's Common Stock, par value $0.01 as of August 31, 2000 for each of
the Company's directors, and all executive officers and directors as a group. No
individual or group known to the Company holds beneficial ownership of more than
five  percent  of any class of the  Company's  voting  securities.  There are no
arrangements in effect which would result in a change of control of the Company.
As of August 31, 2000, there were 55,733,571 shares of Common Stock outstanding.

                        NVID INTERNATIONAL, INC.
      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT

     (1)                      (2)                     (3)         (4)
                               Name And Amount And

                                                   And Nature

   Title Of                Address Of                  Of     Percent Of
    Class                  Beneficial              Beneficial    Class
                             Owner                   Owner
--------------------------------------------------------------------------
Common        EHPC Ionisation Limited (1)                    0         0%
              87A Newington Causeway
              London
              SE1 6DH

              England

Common        David   Larson,    CEO,   President,
              Director                                 420,000    0.0075%
              1792 Lago Vista Blvd.
              Palm Harbor, Florida 34685

Common        Michael  Redden,   CFO,   Secretary,
              Director                                  95,000    0.0017%
              5153 Sandy Cove Avenue
              Sarasota, Florida 34242

                                                  ------------------------
Common        Directors and Officers as a Group        515,000    0.0092%




                                       14
<PAGE>

(1)   Pursuant to the Distribution  and License  Agreement dated August 26, 1998
      among  EHPCI,   Ltd.,   EHPC,  Ltd.,  the  Company  and  its  wholly-owned
      subsidiary,  EHPCI,  Ltd.  may be  entitled  as of August 26, 1999 to such
      number of  shares of the  Company's  common  stock as would  result in its
      owning 20% of the  outstanding  shares of common  stock after  issuance of
      such shares. Under the same Agreement, EHPCI, Ltd. may be entitled, on the
      grant  of the  U.S.  Patent  for RMS to the  Company,  to  issuance  of an
      additional  number of shares of common  stock that would  increase  EHPCI,
      Ltd.'s  holding  to  25%  of  the  total  number  of  shares   outstanding
      immediately after the issuance of such shares. The Company and EHPCI, Ltd.
      are engaged in  discussions  to determine how much stock,  if any, will be
      issued pursuant to the Agreement.

ITEM 5. - DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
-------------------------------------------------------------------------

      The following  table sets forth the names,  positions with the Company and
ages of the executive  officers and  directors of the Company.  Directors of the
Company are elected at the Company's  annual meeting of  stockholders  and serve
until their  successors  are elected and  qualify.  Officers  are elected by the
Board and their  terms of office are at the Board's  discretion,  or until their
successors are elected and qualify.

     Name               Age         Position          Director Since

David Larson                  49          President         April 7, 1997
Michael Redden                52          Secretary         July 10, 1997
Dr. Robert Edelson            65          Director          November 21, 1997


     David  Larson.  Prior to coming to the  Company  in July 1996,  Mr.  Larson
served for 4 years as the  director of  marketing  for  Pinch-A-Penny,  Inc.,  a
company  specializing  in pool and patio  supplies  sold through 117  franchised
retail stores in Florida. Prior to joining Pinch-A-Penny,  Mr. Larson held sales
management  positions with a division of PPG Industries that sold  disinfectants
to many of the same  markets that the Company now targets.  Mr.  Larson  started
with the Company as Vice President of Sales of Aqua Bio  Technologies,  Inc. and
later became its  President.  Mr. Larson was appointed to the Board of Directors
on April 7, 1997. In June 1997,  Mr. Larson was named  President of NVID,  which
was approved by the shareholders in November 1997.

     Michael  Redden.  Mr. Redden was named Director of Foreign  Development for
Aqua Bio Technologies,  Inc. in August 1995 and has served as President for Aqua
Bio  Technologies,  Inc.  since June 1997. Mr. Redden is currently the Company's
Secretary.  Prior to working for the Company, Mr. Redden owned a yacht brokerage
and  charter  business  on the west coast of Florida  and  started  Caribe  Star


                                       15
<PAGE>

Seafood,  Ltd., a  Nicaraguan-based  corporation  engaged in fish processing and
export to the United  States and the Far East.  Mr.  Redden was appointed to the
Company's Board of Directors on July 10, 1997.

     Dr.  Robert  Edelson.  Dr.  Edelson was elected to the  Company's  Board of
Directors  on  November  12,  1997,  after  retiring  from 27 years in the water
treatment  business as a transition metal chemist.  He was past President of the
Minnesota Environmental Health Association, teacher of the year for the National
Swimming  Pool  Foundation  in 1997  and is an  active  member  on the  Chemical
Treatment and Process Committee of the National Spa and Pool Institute.




                                       16
<PAGE>

ITEM 6. - EXECUTIVE COMPENSATION.
--------------------------------

NVID INTERNATIONAL, INC & SUBSIDIARIES

     SUMMARY COMPENSATION TABLE
                                                  Annual Compensation
--------------------------------------------------------------------------------
                Name                                                    Other
                 And                                                   Annual
              Principal                                                Compen-
              Position                   Year      Salary     Bonus    sation
                                                    ($)        ($)       ($)
                 (a)                     (b)        (c)        (d)       (e)
--------------------------------------------------------------------------------
David Larson, CEO                        1997       $61,524       $600       0
--------------------------------------------------------------------------------
                                         1998       $72,047     $4,000       0
--------------------------------------------------------------------------------
                                         1999       $94,550     $5,000       0
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Michael J. Redden, CFO, Secretary        1997       $21,650       $600       0
--------------------------------------------------------------------------------
                                         1998       $38,902     $5,000       0
--------------------------------------------------------------------------------
                                         1999       $72,735     $5,000       0
--------------------------------------------------------------------------------

FOOTNOTES

(1) The annual  salary  for David  Larson  was set by  Shareholders  vote at the
Annual Shareholder's Meeting in 1997. The annual salary was fixed at $87,500 per
year, but the amount reported in column (c) was all that was paid to Mr. Larson.
With no long-term plan in effect, all deferred compensation will be submitted to
a proposed  Compensation  Committee  comprised of shareholders  appointed at the
Annual Shareholder's  Meeting, which will make recommendations to the Board. The
final authority on disposition shall rest with the Board of Directors.

(2) The annual  salary for Michael  Redden was set by  Shareholders  vote at the
Annual  Shareholder's  Meeting in 1997.  The annual salary was fixed at $ 62,500
per year,  but the  amount  reported  in column (c) was all that was paid to Mr.
Redden.  With no long-term  plan in effect,  all deferred  compensation  will be
submitted  to  a  proposed  Compensation  Committee  comprised  of  shareholders
appointed at the Annual Shareholder's  Meeting,  which will make recommendations
to the Board.  The final  authority on disposition  shall rest with the Board of
Directors.

(3) No other  employees  were  compensated  over  $50,000  per year  during  the
reporting period.

(4)No other cash or non-cash compensation was received by the named individuals.




                                       17
<PAGE>

ITEM 7. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
--------------------------------------------------------

     On May 18, 1998,  the Company  executed a Promissory  Note in the amount of
$25,000 payable to Ms. Lilly Lee Lucas and Ms. Kristina C. Burgess,  and on June
12,  1998,  the  Company  executed  a  Promissory  Note in the amount of $50,000
payable to Ms.  Lilly Lee Lucas,  Ms.  Kristina C.  Burgess,  and Mr. Burt Lucas
(collectively,  the "Notes").  The Company issued 110,000 shares of common stock
to Ms. Burgess in partial  repayment for the Notes. The principal balance of the
Notes, after deducting the value of the issued stock, is $55,901.77. The holders
of the Notes have  expressed  to the  Company's  management  a desire to receive
additional  Company  stock  in lieu of cash for the  Notes.  Michael  Redden,  a
director and officer of the Company was  formerly  married to Ms.  Burgess.  Ms.
Burgess holds 841,000 shares of the Company's common stock.

      The Company owes Mr. Redden $112,063 in accrued salary.

      The Company owes Mr. Larson $89,012 in accrued salary.


ITEM 8. - DESCRIPTION OF SECURITIES.
-----------------------------------

      The Company's  common stock is quoted in the "Pink  Sheets," an electronic
quotation  service  operated by Pink  Sheets,  LLC. The Company has one class of
equity securities, its common stock, authorized, issued and outstanding. The par
value of the Company's common stock is $0.001 per share.

      The Company is currently  authorized to issue up to 100 million  shares of
Common  Stock.  Holders of shares of Common  Stock are  entitled to share,  on a
ratable  basis,  such dividends as may be declared by the Board of Directors out
of funds, legally available therefor.  Upon liquidation,  dissolution or winding
up of the Company,  after  payment to  creditors  that may be  outstanding,  the
assets of the  Company  will be divided  pro-rata on a per share basis among the
holders of the Common Stock.

      Each share of Common Stock  entitles the holders  thereof to one vote. The
By-Laws of the Company  require  that a majority  of the issued and  outstanding
shares of the Company need be represented to constitute a quorum and to transact
business at a Stockholders' Meeting.



                                       18
<PAGE>

                                     PART II

ITEM 1. - MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
--------------------------------------------------------------------------------
RELATED STOCKHOLDER MATTERS.
-----------------------------


                   SUMMARY OF QUARTERLY HIGH & LOW PRICE OF COMMON STOCK

                                    1998-1999

---------------------------------------------------------------------------
         QUARTER                  HIGH BID                 LOW BID
         -------                  --------                 -------
1st Quarter 1998                   0.0775                   0.025
---------------------------------------------------------------------------
2nd Quarter 1998                    0.16                    0.08
---------------------------------------------------------------------------
3rd Quarter 1998                   0.185                    0.08
---------------------------------------------------------------------------
4th Quarter 1998                   0.105                    0.04
---------------------------------------------------------------------------
1st Quarter 1999                    0.20                    0.05
---------------------------------------------------------------------------
2nd Quarter 1999                    0.20                   0.0425
---------------------------------------------------------------------------
3rd Quarter 1999                    0.13                    0.055
---------------------------------------------------------------------------
4th Quarter 1999                   0.0825                   0.07
---------------------------------------------------------------------------
1st Quarter 2000                    0.42                    0.19
---------------------------------------------------------------------------
2nd Quarter 2000                    0.58                    0.18
---------------------------------------------------------------------------


(1)   The above table is based on Over-The-Counter  quotations. These quotations
      reflect   inter-dealer  prices,   without  retail  mark-up,   markdown  or
      commissions, and may not represent actual transaction.

(2) All historical data was obtained from OTC:BB web site or the Pink Sheets web
site.

      As of September 13, 2000, there were 447 owners of record of the Company's
common stock.

      The Company is just  emerging from a  developmental  stage and as such has
not declared a dividend to date. As the Company's  royalty  agreements come into
play  during the first and second  quarter of year 2001,  the  Company  hopes to
become  profitable  for the first  time.  The nature of the  Company's  products
dictates a continued and  increasing  research and  development  expenditure  to
expand the number of markets.  Additionally,  the patent  expense  for  numerous
international patents and the certification process (EPA, FDA, USDA) in numerous
countries will continue to tax revenues.  Management  does not expect to declare
dividends until at least the last quarter of 2002, if ever.



                                       19
<PAGE>

ITEM 2. - LEGAL PROCEEDINGS.
---------------------------

      None.


ITEM 3. - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
-------------------------------------------------------

      None.


ITEM 4. - RECENT SALES OF UNREGISTERED SECURITIES.
-------------------------------------------------

      The following  table sets forth  information  with respect to sales by the
Company of its securities during the past three years without registration under
the Securities Act of 1933. The table sets forth the time periods and amounts of
securities sold, as well as the consideration received by the Company.

      With  respect  to sales of  2,729,999 shares  of  stock  for an  aggregate
consideration  of  $221,000,  the Company  retained Jack  Augsback & Company (an
affiliate of Angel  Investments,  LLC) as placement agent, for which the Company
paid compensation of $28,000.

      All other transactions  described in the table were sales of the Company's
common stock for cash. None of the other sales involved a public  offering,  and
none of the other sales were underwritten.

      All sales were made to  persons  the  Company  believes  to be  accredited
investors.  The Company  believes  that such sales are exempt from  registration
pursuant to Sections 3(b) and 4(2) of the Securities Act of 1933.

--------------------------------------------------------------------------------
    Period of Issuance           Number of Shares       Aggregate Consideration

--------------------------------------------------------------------------------
Second Quarter 1998                 1,065,730                $  94,500
--------------------------------------------------------------------------------
Third Quarter 1998                  1,482,500                   77,000
--------------------------------------------------------------------------------
Fourth Quarter 1998                 1,666,666                   75,000
--------------------------------------------------------------------------------
First Quarter 1999                  2,571,740                  175,450
--------------------------------------------------------------------------------
Second Quarter 1999                 1,512,595                   87,077
--------------------------------------------------------------------------------
Third Quarter 1999                  1,939,870                  120,450
--------------------------------------------------------------------------------
Fourth Quarter 1999                 3,643,999                  170,548
--------------------------------------------------------------------------------
First Quarter 2000                    815,000                   51,850
--------------------------------------------------------------------------------
Second Quarter 2000                 7,605,776                  600,240
--------------------------------------------------------------------------------

                                       20
<PAGE>

      In addition, in 1998, the Company issued 150,000 shares of common stock to
two  independent  contractors  as bonuses in exchange for  services  rendered on
behalf of the Company.

ITEM 5. - INDEMNIFICATION OF DIRECTORS AND OFFICERS.
---------------------------------------------------

      Section 145 of the Delaware  General  Corporation Law (the "GCL") provides
that a  corporation  may  indemnify  directors  and  officers  as well as  other
employees  and  individuals  against  expenses   (including   attorneys'  fees),
judgments,  fines and amounts paid in settlement in  connection  with  specified
actions,  suits or  proceedings,  whether  civil,  criminal,  administrative  or
investigative  (other  than an  action  by or in  right of the  corporation  - a
"derivative  action"),  if  they  acted  in  good  faith  and in a  manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and with respect to any criminal action or proceeding, if they had
no reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions,  except that  indemnification only
extends to expenses (including  attorneys' fees) incurred in connection with the
defense or settlement of such actions,  and the statute  requires court approval
before there can be any  indemnification  if the person seeking  indemnification
has been found liable to the  corporation.  The statute  provides that it is not
exclusive  of other  indemnification  that  may be  granted  by a  corporation's
charter,  by-laws,  disinterested  director vote, stockholder vote, agreement or
otherwise.  Article VII,  Section 7 of the Company's Bylaws requires the Company
to indemnify its officers and directors to the fullest  extent  permitted  under
the GCL.




                                       21
<PAGE>


PART F/S


                              NVID INTERNATIONAL, INC.
                                 AND SUBSIDIARY

                              JUNE 30, 2000 AND 1999

                                   CONTENTS

                                                                 Page

FINANCIAL STATEMENTS:

Consolidated Balance Sheets                                         23

Consolidated Statements of Operations                               24

Consolidated Statements of Changes in Stockholders' Deficit         25

Consolidated Statements of Cash Flows                               26

Notes to Consolidated Financial Statements                          27



                                       22
<PAGE>



                      NVID INTERNATIONAL, INC. & SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET

                                  JUNE 30, 2000
                                  (Unaudited)

                    Assets

Current Assets

  Cash                                                           $       100,555
  Accounts receivable                                                     19,066
  Inventory                                                               40,429
                                                                     -----------
    Total current assets                                                 160,050
                                                                     -----------
Property and equipment, net                                               16,947
                                                                     -----------
Other Assets
  Note receivable from Stockholder                                         5,000
  Patents pending                                                        245,651
  License agreements                                                      69,000
  Deposits                                                                 3,145
                                                                     -----------
    Total other assets                                                   322,796
                                                                     -----------
Total Assets                                                     $       499,793
                                                                     ===========
Liabilities and Stockholders' Equity (Deficit)

Current Liabilities
  Accounts payable                                               $        20,909
  Patent costs payable                                                   118,151
  Accrued salaries and benefits                                          205,062
  Debentures payable                                                           -
  Notes payable                                                           63,726
                                                                     -----------
    Total current liabilities                                            407,848
                                                                     -----------
Stockholders' Equity (Deficit)
  Common stock, $.001 par value,
    100,000,000 shares authorized;
    54,258,570 shares issued and outstanding                              54,259
  Additional paid-in capital                                           6,122,587
  Accumulated deficit                                                (6,084,901)
                                                                     -----------
    Total stockholders' equity (deficit)                                  91,945
                                                                     -----------
Total Liabilities and Stockholders' Equity (Deficit)              $      499,793
                                                                     ===========



                                       23
<PAGE>



                         NVID INTERNATIONAL, INC. & SUBSIDIARY

                         CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)



                                                     Six Months Ended
                                                June 30,          June 30,
                                                 2000              1999

Sales                                    $        1,936    $        1,686
Cost of sales                                    33,901            16,176
                                           -------------     -------------
Gross profit (loss)                            (31,965)          (14,490)

Operating expenses
  Personal services                             100,621           164,837
  Travel                                         39,870            55,006
  Professional services                         121,946            20,566
  Penalties and fines                                 -                28
  Research and development                            -                 -
  Rent                                            4,798             5,421
  Depreciation and amortization                  13,937             9,660
  Office expense                                 67,295            22,200
  Telecommunications                              8,875             6,165
  Bad debt expense                                    -            17,706
  Commissions                                    34,593            15,000
  Marketing and promotions                       36,848            11,200
                                           -------------     -------------
    Total operating expenses                    428,783           327,789
                                           -------------     -------------

Operating loss                                (460,748)         (342,279)

Other income (expense)
  Licensing fees                                 79,983                 -
  Interest expense                              (5,000)           (2,700)
                                           -------------     -------------
    Total other income (expense)                 74,983           (2,700)
                                           -------------     -------------

Net loss                                 $    (385,765)    $    (344,979)
                                           =============     =============

Net loss per share                       $       (0.01)    $      (0.006)
                                           =============     =============





                                       24
<PAGE>

                      NVID INTERNATIONAL, INC. & SUBSIDIARY

    CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

                FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2000
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                                                   Total
                                                     Additional                 Stockholders'
                                Common Stock          Paid-In     Accumulated     Equity
                              Shares      Amount      Capital      Deficit       (Deficit)
<S>                        <C>          <C>       <C>          <C>           <C>
Balances - December 31,     49,108,295  $  49,108  $ 5,428,773  $ (5,699,136) $   (221,255)
1999

Common stock issued:
  For interest on debt          50,000         50        4,950                        5,000
  For convertible debt         350,000        350       39,650                       40,000
  For services                 246,666        247       29,269                       29,516
  For cash                   7,674,110      7,674      617,952                      625,626
  For broker fees                    -          -      (1,177)                      (1,177)
  Common stock cancelled    (3,170,500)   (3,170)        3,170

Net loss                             -          -            -     (385,765)      (385,765)
                            -----------  ---------   ----------   -----------   ------------
Balances - June 30, 2000    54,258,571  $  54,259  $ 6,122,587  $ (6,084,901) $      91,945
                            ===========  =========   ==========   ===========   ============
</TABLE>





                                       25
<PAGE>





                      NVID INTERNATIONAL, INC. & SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                           Six Months Ended
                                                      June 30,          June 30,
                                                       2000              1999

Cash Flows From Operating Activities
  Net loss                                     $    (385,765)    $    (344,979)
  Adjustments to reconcile net loss to cash
    used in operating activities
      Depreciation and amortization                    13,937             9,660
      Bad Debt Expense                                     -             17,706
      Common stock issued for operating expenses       34,515             2,700
      Decrease (increase) in operating assets
        Accounts receivables                            1,844                 -
        Notes Receivable from Shareholder                   -           (5,000)
        Inventory                                       (350)                 -
      Increase (decrease) in operating liabilities
        Accounts payable                             (27,296)                 -
        Patent costs payable                         (11,875)                 -
        Accrued salaries and benefits                (41,330)            54,751
        License Fee Payable                                -           (20,000)
          Total adjustments                          (30,555)            59,817
                                                 -------------     -------------
    Net cash used in operating  activities          (416,320)         (285,162)
                                                 -------------     -------------

Cash Flows From Investing Activities
  Purchase of Fixed Assets                                  -           (1,904)
  Purchase of intangible assets                     (125,000)          (14,393)
                                                 -------------     -------------
    Net cash used in investing activities           (125,000)          (16,297)
                                                 -------------     -------------

Cash Flows From Financing Activities

  Proceeds from Notes and Debentures                        -           150,000
  Payments on Notes                                         -          (15,000)
  Proceeds from issuance of common stock              624,449           167,450
                                                 -------------     -------------
    Net cash provided by financing activities         624,449           302,450
                                                 -------------     -------------

Net increase (decrease) in cash
                                                       83,129               991
Cash at beginning of year                              17,426              4096
                                                 -------------     -------------
Cash at end of year                            $      100,555    $        5,087
                                                 =============     =============

Non-cash Transactions:

  Stock issued to pay debt                     $       40,000    $      105,000
                                                 =============     =============
  Stock issued to pay interest                 $        5,000    $        2,700
                                                 =============     =============




                                       26
<PAGE>

                   NVID INTERNATIONAL, INC. AND SUBSIDIARY
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                            JUNE 30, 2000 AND 1999


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include those of NVID International,  Inc.
(NVID) and its wholly owned subsidiary, Aqua Bio Technologies,  Inc. (Aqua Bio),
hereafter collectively referred to as the Company. All significant  intercompany
accounts and transactions have been eliminated.

Basis of Presentation

The  accompanying  unaudited  financial  statements  of the  Company  have  been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and the  instructions  to Form  10-SB and Rule  10-01 of
Regulation S-X.  Accordingly,  they do not include all of the footnotes required
by generally accepted accounting principles.  In the opinion of management,  all
adjustments   (consisting  of  normal  and  recurring  adjustments)   considered
necessary for a fair presentation have been included.  Operating results for the
six months  ended June 30, 2000 are not  necessarily  indicative  of the results
that may be expected  for the year ended  December 31,  2000.  The  accompanying
unaudited financial  statements and the notes should be read in conjunction with
the Company's  audited  financial  statements as of December 31, 1999  contained
herein.

Use of Estimates

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

NOTE 2 - GOING CONCERN

The accompanying  unaudited  financial  statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of  liabilities  in the normal  course of  business.  The Company  has  incurred
significant  cumulative  net operating  losses.  The Company  continues to raise
capital  and  market its  technologies  in order to meet  operational  expenses.
Nevertheless,  its  ability  to  continue  as a going  concern is  dependent  on
obtaining  capital and  financing.  These factors among others may indicate that
the  Company  will be unable to continue  as a going  concern  for a  reasonable
period of time.


                                       27
<PAGE>
                                 AUDIT REPORT

                              NVID INTERNATIONAL, INC.
                                 AND SUBSIDIARY

                              DECEMBER 31, 1999 AND 1998

                                   CONTENTS

                                                                  Page

INDEPENDENT AUDITORS' REPORT                                        1 (29)

FINANCIAL STATEMENTS:

Consolidated Balance Sheets                                         2 (30)

Consolidated Statements of Operations                               3 (31)

Consolidated Statements of Changes in Stockholders' Deficit         4 (32)

Consolidated Statements of Cash Flows                               5 (33)

Notes to Consolidated Financial Statements                        6-9 (34)





                                       28
<PAGE>

INDEPENDENT AUDITORS' REPORT


Board of Directors and Stockholders
NVID International, Inc. and Subsidiary
Sarasota, Florida

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

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

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

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 9 to the
financial   statements,   the  Company's   significant  operating  losses  raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard  to this  matter  are also  described  in Note 9. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

Davis, Monk & Company

June 28, 2000
Gainesville, Florida

                                       -1-

                                       29
<PAGE>

                    NVID INTERNATIONAL, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

                          DECEMBER 31, 1999 AND 1998

                                     ASSETS

                                                       1999          1998
                                                       ----          ----

CURRENT ASSETS

Cash                                             $    17,426    $    4,096
Accounts Receivable                                   20,910        45,366
Inventory                                             40,079        38,633
                                                 -----------    ----------
TOTAL CURRENT ASSETS                                  78,415        88,095

PROPERTY AND EQUIPMENT                                21,883        31,299

OTHER ASSETS

Note Receivable from Stockholder                       5,000            --
Patents Pending                                      170,651            --

                               See accompanying notes.
                                         -2-



                                       30
<PAGE>

                      NVID INTERNATIONAL, INC. AND SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

                                                          1999        1998
                                                          ----        ----
SALES                                                  $ 49,336    $ 51,794

COST OF SALES                                            35,301      43,103
                                                       --------    --------
GROSS PROFIT                                             14,035       8,691

OPERATING EXPENSES
Personal Services                                       195,501     339,098
Travel                                                   93,839      64,071
Professional Services                                    87,829      29,806
Penalties and Fines                                      29,661      26,641
Research and Development                                 28,220      20,356
Rent                                                      9,812      18,020
Depreciation and Amortization                            19,319      16,345
Office Expenses                                          26,543      11,598
Telecommunications                                       14,374      10,863
Bad Debt Expense                                         40,206       7,780
Commissions                                              20,850       2,992
Marketing and Promotions                                 22,610          --
                                                      ---------    --------
TOTAL OPERATING EXPENSES                                588,764     547,570
                                                      ---------    --------
OPERATING LOSS                                         (574,729)   (538,879)

OTHER INCOME (EXPENSE)
Miscellaneous Income                                         --       7,079
Interest Expense                                        (12,970)    (38,298)
Loss on Sale of Assets                                       --      (8,402)
                                                      ---------   ---------
TOTAL OTHER INCOME (EXPENSE)                            (12,970)    (39,621)
                                                      ---------   ---------
NET LOSS                                              $(587,699)  $(578,500)
                                                      =========   =========


BASIC NET LOSS PER SHARE                              $    (.01)  $    (.01)
                                                      =========   =========
DILUTED NET LOSS PER SHARE                            $    (.01)  $    (.01)
                                                      =========   =========








                               See accompanying notes.
                                       -3-



                                       31
<PAGE>

                      NVID INTERNATIONAL, INC. AND SUBSIDIARY
             CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                   FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


                                             ADDITIONAL
                         COMMON      STOCK     PAID-IN  ACCUMULATED
                         SHARES      AMOUNT    CAPITAL     DEFICIT      TOTALS
                         ------      ------   --------  -----------     ------
Balance,
January 1, 1998        44,258,435  $ 44,258  $4,638,510  $(4,532,937) $ 149,831

Common Stock Issued:
For Services              150,000       150       5,850           --      6,000
For Rent                   61,500        62       9,813           --      9,875
For Debt Service          440,898       441      14,785           --     15,226
For Cash                3,368,053     3,368     147,785           --    151,153

Net Loss                       --        --          --     (578,500)  (578,500)
                      -----------   -------   ---------   -----------  --------
Balance,
December 31, 1998      48,278,886    48,279   4,816,743   (5,111,437)  (246,415)

Common Stock Issued:
For Interest on Notes      20,000        20       2,680           --      2,700
For Convertible Debt    4,704,374     4,704     259,111           --    263,815
For Cash                7,367,563     7,368     387,080           --    394,448
Broker's Fees and
Costs of
Convertible Debt               --        --     (48,104)          --    (48,104)
Common Stock
Cancelled             (11,262,528)  (11,263)     11,263           --         --

Net Loss                       --        --          --    (587,699)   (587,699)
                       ----------  --------  ---------- -----------   ---------
Balance,
December 31, 1999      49,108,295  $ 49,108  $5,428,773 $(5,699,136)  $(221,255)
                      ===========  ========  ========== ===========   =========
















                                 See accompanying notes.
                                           -4-



                                       32
<PAGE>

                          NVID INTERNATIONAL, INC. AND SUBSIDIARY
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                       FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

                                                             1999         1998
                                                             ----         ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss                                                 $(587,699)  $(578,500)
Adjustments to Reconcile Net Loss to Net
Cash Used by Operating Activities:
Depreciation and Amortization                               19,319      16,345
Loss on Sale of Assets                                          --       8,402
Bad Debt Expense                                            40,206       7,780
Common Stock Issued for Operating Expenses                   6,515      26,101
Interest Expense Added to Note                                  --      27,271
Changes in:
Accounts Receivable                                        (15,750)    (21,760)
Inventory                                                   (1,446)     38,429
Note Receivable From Shareholder                            (5,000)         --
Accounts Payable                                           (14,874)     27,177
Patent Costs Payable                                         8,689      10,356
Accrued Salaries and Benefits                               30,412     215,980
                                                         ---------  ----------
NET CASH USED BY OPERATING ACTIVITIES                     (519,628)   (222,419)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash Received From Sale of Equipment                            --         500
Purchase of Intangible Assets                              (72,938)    (17,500)
Purchase of Fixed Assets                                    (1,903)         --
                                                         ---------  ----------
NET CASH USED BY INVESTING ACTIVITIES                      (74,841)    (17,000)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds From Notes and Debentures                         259,500      60,000
Payments on Notes                                          (38,545)         --
Proceeds From Issuance of Stock                            386,844     151,153
                                                         ---------    --------
NET CASH PROVIDED BY FINANCING ACTIVITIES                  607,799     211,153
                                                         ---------    --------
INCREASE (DECREASE) IN CASH                                 13,330     (28,266)

CASH AT BEGINNING OF YEAR                                    4,096      32,362
                                                         ---------   ---------
CASH AT END OF YEAR                                      $  17,426   $   4,096
                                                         =========   =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash Paid During the Year for Interest                   $   6,455   $   1,242
Noncash Investing and Financing Activities:
Accounts Payable Incurred for Intangible Assets          $  31,175   $  48,802
Note Created From Payment of License Fee                 $      --   $  20,000
Stock Issued as Payment For:
Services                                                 $      --   $   6,000
Rent                                                     $      --   $   9,875
Interest                                                 $   6,515   $  10,226
Debt                                                     $ 260,000   $   5,000
                               See accompanying notes.
                                       -5-



                                       33
<PAGE>

                        NVID INTERNATIONAL, INC. AND SUBSIDIARY
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              DECEMBER 31, 1999 AND 1998


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include those of NVID International,  Inc.
(NVID) and its wholly owned subsidiary, Aqua Bio Technologies,  Inc. (Aqua Bio),
hereafter collectively referred to as the Company. All significant  intercompany
accounts and transactions have been eliminated.

Nature of Operations

NVID was incorporated on August 26, 1984 under the state laws of Delaware.  Aqua
Bio (formerly  d.b.a.  Superior Aqua Products) was  incorporated in the state of
Florida on November 7, 1991. Effective November 14, 1994, NVID issued 18,281,500
shares of its  common  stock in  exchange  for 100  percent  of the  issued  and
outstanding common stock of Aqua Bio.

The Company is in the business of marketing and  distributing  electronic  water
purification  systems.  The system contains specially designed electrodes inside
an "ion chamber".  A safe, low, electronic charge is sent to the electrodes by a
solid state control unit. This produces  positive charged atoms called "ions" of
copper and silver,  which are ve or extend the life of the respective assets are
charged to expense as incurred.  Major renewals and  betterments  are treated as
capital expenditures and depreciated accordingly.

When assets are retired or otherwise disposed of, the cost of the assets and the
related accumulated  depreciation are removed from the accounts with any gain or
loss on disposition reflected in the statement of operations.

Intangible Assets

Intangible assets are stated at cost less accumulated amortization. Amortization
of the license  agreement is computed  using the  straight-line  method over the
estimated  useful life of five years.  Amortization  of patent  costs will begin
after the patents are issued.

Income Taxes

No  provision  for  taxes has been made due to  cumulative  operating  losses at
December  31,  1999.  The  Company  has  net  operating  loss  carryforwards  of
approximately  $4,600,000 which will expire in 2009 through 2014. No tax benefit
has been reported in the financial  statements and the potential tax benefits of
the loss carryforwards are offset by a valuation allowance of the same amount.

Earnings (Loss) Per Share

The  computation  of earnings  (loss) per share of common  stock is based on the
weighted average number of shares outstanding during the period.

Reclassifications

Certain amounts presented for 1998 have been reclassified to conform to the 1999
presentation.

                                        -6-


                                       34
<PAGE>

                        NVID INTERNATIONAL, INC. AND SUBSIDIARY
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              DECEMBER 31, 1999 AND 1998

NOTE 2 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

                                                                1999       1998
                                               Useful           ----       ----
                                               Lives
                                               ------
Manufacturing Equipment                       5 years        $  8,005  $  8,005
Trade Show Displays                           7 years          13,685    13,685
Demo Units                                    7 years          14,617    14,617
Computer Equipment                            5 years          29,067    27,164
                                                             --------  --------
Total                                                          65,374    63,471

Less Accumulated Depreciation                                 (43,491)  (32,172)
                                                             --------  --------
Property and Equipment, Net                                  $ 21,883  $ 31,299
                                                             ========  ========
Depreciation  expense for the years ended December 31, 1999 and 1998 was $11,319
and $12,345 respectively.

NOTE 3 - INTANGIBLE ASSETS

Intangible assets consist of the following:

                                                                1999       1998
                                                                ----       ----
Patents Pending                                              $170,651  $ 86,538
Less Accumulated Amortization                                      --        --
                                                             --------  --------
Patents Pending, Net                                         $170,651   $86,538
                                                             ========   =======
License Agreement                                            $ 40,000   $40,000
Less Accumulated Amortization                                 (12,000)   (4,000)
                                                             --------   -------
License Agreement, Net                                       $ 28,000   $36,000
                                                             ========   =======

Amortization  expense for the years ended  December 31, 1999 and 1998 was $8,000
and $4,000 respectively.

NOTE 4 - PATENT COSTS PAYABLE AND STOCK WARRANT

The Company  retains the services of a patent attorney (the attorney) to whom it
owes  $130,026  and $90,162 at  December  31,  1999 and 1998,  respectively.  At
December 30, 1998, the Company issued a warrant agreement providing the attorney
the option to purchase  750,000 shares of stock at an exercise price of $.10 per
share. The warrant may be exercised from December 31, 1999 to December 30, 2003.
The warrant  agreement  gives the attorney the right to apply any portion of the
outstanding balance owed by the Company for payment of the exercise price.

                                        -7-


                                       35
<PAGE>

                        NVID INTERNATIONAL, INC. AND SUBSIDIARY
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              DECEMBER 31, 1999 AND 1998

NOTE 5 - NET LOSS PER SHARE

                                             Net Loss      Shares     Per Share
1999                                       (Numerator) (Denominator)    Amount
----                                       ----------   -----------   ---------
Basic Net Loss per Share:
Net Loss Attributable to
Common Stockholders                        $(587,699)   48,693,590      $(.01)
                                                                        ======
Effect of Dilutive Securities Warrants            --       750,000
                                           ---------    ----------
Diluted Net Loss per Share:
Net Loss Attributable to
Common Stockholders Plus

Assumed Conversions                        $(587,699)   49,443,590      $(.01)
                                           =========    ==========      ======
1998

----
Basic Net Loss per Share:
Net Loss Attributable to
Common Stockholders                        $(578,500)   46,268,660      $(.01)
                                                                        ======
Effect of Dilutive Securities Warrants            --         4,110
                                           ---------    ----------
Diluted Net Loss per Share:
Net Loss Attributable to
Common Stockholders Plus

Assumed Conversions                        $(578,500)   46,272,770      $(.01)
                                           =========    ==========      ======
NOTE 6 - NOTES PAYABLE

Notes payable were due in June of 1999.  However,  the notes include options for
the  holders  to  extend  the  repayment  terms or to  require  issuance  of the
Company's stock at the date of maturity.  The notes have been extended without a
specified due date. Interest accrues at 20%.

NOTE 7 - DEBENTURES PAYABLE

The Company sold  convertible  debentures  with a face amount of $300,000 during
1999.  These debentures  entitle the holder,  at any time, to convert all or any
principal amount above $10,000 into common stock at a conversion price of 75% of
the average  closing bid price of the common  stock as reported on the  National
Association of Securities  Dealers  Electronic  Bulletin Board for the 3 trading
days  immediately  preceding  the date of receipt by the  Company of a Notice of
Conversion.  The Company received $259,500 in cash, which is the net of the face
value and $40,500 of fees and commissions.  Holders converted $260,000, of these
debentures to common stock, leaving $40,000 payable at December 31, 1999.

                                       -8-



                                       36
<PAGE>

                         NVID INTERNATIONAL, INC. AND SUBSIDIARY
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              DECEMBER 31, 1999 AND 1998

NOTE 7 - DEBENTURES PAYABLE (concluded)

The balance bears interest and matures as follows:

                     Maturity        Interest Rate       Amount
                     --------        -------------       ------
                   April, 2000            8%             $10,000
                   July, 2000             2%              30,000
                                                         -------
                   Total                                 $40,000
                                                         =======

Fees and  commissions  were  charged to  additional  paid-in  capital  since the
debentures  were  convertible at 75% of the closing bid price for the day before
the date of receipt of Notice of Conversion.

NOTE 8 - FINAL JUDGEMENT

On August 7, 1998, the Tampa Division of the U.S. District Court entered a final
judgement  against the  Company.  The  judgement  required  transfer of title to
$256,500 of receivables and payment of $25,000 to a receiver for distribution to
defrauded investors.  The $256,500 had been transferred in 1997, in anticipation
of the  final  order,  and the  $25,000  was  paid in 1998  and is  included  in
Penalties and Fines.

NOTE 9 - GOING CONCERN

The Company has  incurred  significant  cumulative  net  operating  losses.  The
Company  continues to raise capital and market its technologies in order to meet
operational expenses.  Management expects revenue to increase significantly once
patent   applications  are  finalized  and  U.S.   Department  of  Environmental
Protection approvals are received.

NOTE 10 - SUBSEQUENT EVENTS

On February 29,  2000,  the  Securities  and  Exchange  Commission  delisted the
Company's shares due to noncompliance with filing requirements.

On March  27,  2000,  the  number  of  shares  of  common  stock of the  Company
authorized to be issued increased to 100,000,000 shares.

                                      -9-



                                       37
<PAGE>





                                    PART III

DESCRIPTION OF EXHIBITS.
-----------------------

3.(I)a  Certificate of Incorporation dated August 20, 1984.

3.(I)b  Certificate of Amendment of Certificate of Incorporation dated
        March 31, 1985.

3.(I)c  Certificate of Correction of Certificate of Amendment of Certificate
        of Incorporation dated October 15, 1985.

3.(I)d  Certificate for Renewal and Revival of Charter dated October
        19, 1994.

3.(I)e  Certificate of Amendment of Certificate of Incorporation filed
        October 24, 1994.

3.(I)f  Certificate of Amendment of Certificate of Incorporation filed
        May 26, 1995.

3.(I)g  Certificate for Renewal and Revival of Charter dated December 9, 1996.

3.(I)h  Certificate of Amendment of Certificate of Incorporation dated
        February 5, 1999.

3.(I)I  Certificate of Amendment of Certificate of Incorporation dated May 12,
        2000.

3.(II)  By-Laws.

10.1   Distribution  and License  Agreement  dated August 26, 1998 between EHPC
       Ionization, Ltd., ABT, NVID International, Inc. & EHPC, Ltd.

10.2   Licensing  Agreement  dated  November  10, 1998 between EHPC  Ionization,
       Ltd., and Wallace & Tiernan, Ltd.

10.3   Non-Exclusive  License  Agreement  dated  November 10, 1998 between EHPC
       Ionization, Ltd. and Wallace & Tiernan, Ltd.

10.4   Supplemental  Letter Agreement dated November 10, 1998 between EHPC
       Ionization,  Ltd. and Wallace & Tiernan, Ltd.

10.5   Standard Manufacturing  Agreement dated November 30, 1998 between NVID
       International, Inc. and ETIH20.

10.6   Standard  Manufacturing  Agreement  (Pacific Rim Countries)  dated
       September 17, 1999 between NVID International, Inc. and ETIH20.



                                       38
<PAGE>

10.7   Royalty  Letter  Agreement  and  Affirmation  dated  September  23, 1999
       between NVID International, Inc., ABT and Andrew B. Arata.

10.8   License  Agreement  dated November 12, 1999 between NVID  International,
       Inc., EHPC Ionization, Ltd. and Innovative Medical Services.

10.9   License  Agreement  dated  November  24, 1999 between NVID International,
       Inc. and Innovative Medical Services.

21     List of Subsidiaries.


                                   SIGNATURES

      Pursuant to the requirements of 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,  thereunto duly  authorized,  on September 25,
2000.

                                    NVID INTERNATIONAL, INC.


                            By:/s/ David Larson

                                          David Larson, President


                                       39
<PAGE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission