GREEN ISLE ENVIRONMENTAL SERVICES INC
10QSB, 1995-07-07
MISCELLANEOUS FABRICATED METAL PRODUCTS
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<PAGE>

                                   FORM 10-QSB

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 1995

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                                  EXCHANGE ACT
              For the transition period from          to

Commission File Number 0-1561

                         GREEN ISLE ENVIRONMENTAL SERVICES, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          MINNESOTA                               41-0780999
- -------------------------------         --------------------------
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
 incorporation or organization)

   410 - 11TH AVENUE SOUTH, HOPKINS, MINNESOTA           55343
- -------------------------------------------------      ---------
 (Address of principal executive offices)              (Zip Code)

                                    612/935-7798
- -------------------------------------------------------------------------------
                (Issuer's telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes  X .    No.     .
    ---          ---

As of June 13, 1995 there were outstanding 3,191,520 shares of the registrant's
common stock, par value $.18-3/4 per share.

Traditional Small Business Disclosure Format (check one)

Yes  X .    No.     .
    ---          ---


                                        1

<PAGE>

PART I. FINANCIAL INFORMATION.

ITEM 1. FINANCIAL STATEMENTS.

GREEN ISLE ENVIRONMENTAL SERVICES, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                 For the three months ended
                                                           March 31,
                                                      1995          1994
                                                 ------------  ------------
<S>                                               <C>           <C>
Net sales                                         $2,980,774    $3,731,284
Less:
  Cost of sales                                    2,219,212     2,995,956
  Depreciation                                       149,170       153,600
                                                  -----------   -----------

    GROSS PROFIT                                     612,392       581,728

Selling, general and administrative expenses         553,135       466,036
Depreciation                                          26,955        22,206
                                                  -----------   -----------
    OPERATING INCOME                                  32,302        93,486
Other income (expenses):
  Interest income                                      2,275         2,848
  Interest expense                                   (93,985)      (89,554)
  Management fees                                     30,000        30,000
  Other, net                                          26,612       (23,692)
                                                  -----------   -----------
    TOTAL OTHER EXPENSE                              (35,098)      (80,398)
                                                  -----------   -----------

    INCOME (LOSS) FROM CONTINUING OPERATIONS          (2,796)       13,088
                                                  -----------   -----------

Discontinued Operations:
  Loss from discontinued waste
    processing operations                           (538,408)     (658,400)

      NET LOSS                                     ($541,204)    ($645,312)
                                                  -----------   -----------
                                                  -----------   -----------

Net loss per common share data:
    Income (loss) from continuing operations          ($0.00)       ($0.00)
    Cumulative effect of accounting change
    Loss from discontinued operations                  (0.17)        (0.20)
                                                  -----------   -----------
      NET LOSS PER SHARE                              ($0.17)       ($0.20)
                                                  -----------   -----------
                                                  -----------   -----------

Weighted average number of shares outstanding      3,191,520     3,191,520
                                                  -----------   -----------
                                                  -----------   -----------
</TABLE>


    The accompanying notes are an integral part of the consolidated financial
statements.


                                        2

<PAGE>

GREEN ISLE ENVIRONMENTAL SERVICES,  INC.  AND  SUBSIDIARIES
    CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                       March 31,        December 31,
                                                                         1995               1994
                                                                    ------------        ------------
ASSETS
<S>                                                                   <C>                 <C>
CURRENT ASSETS:
  Cash and cash equivalents                                            $181,897            $209,192
  Investments, restricted                                               250,000             250,000
  Accounts receivable, net of allowances of
   $7,862 at March 31, 1995 and $20,685 at
   December 31, 1994                                                  1,809,968           1,387,124
  Inventories                                                         1,270,764             917,329
  Other current assets                                                   13,965              23,828
  Other assets held for sale                                             50,000              50,000
                                                                    ------------        ------------
    TOTAL CURRENT ASSETS                                              3,576,594           2,837,473

  Net property, plant and equipment                                   4,356,356           4,425,257
  Other assets                                                          509,474
                                                                    ------------        ------------
    TOTAL ASSETS                                                     $8,442,424          $7,262,730
                                                                    ------------        ------------
                                                                    ------------        ------------

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Debt of Eden Prairie facility guaranteed by parent company,
   including accrued interest of $1,656,123 and $1,117,716
   at March 31, 1995 and December 31, 1994, respectively            $17,164,487         $16,626,079
  Current maturities of long-term debt                                  144,408             151,981
  Borrowings under line of credit                                     2,553,297           2,063,477
  Accounts payable, trade                                               876,498             602,340
  Accrued expenses                                                      814,152             613,157
                                                                    ------------        ------------
    TOTAL CURRENT LIABILITIES                                        21,552,842          20,057,034

Long-term debt, less current maturities                                 234,900             267,385
Other long-term liabilities                                             500,584             243,009

STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock, par value $.01 per share;
   authorized 2,500,000 shares; none issued
  Common stock, par value $.1875 per share;
   authorized 9,000,000 shares;  issued and
   outstanding:  3,191,520 shares at
   March 31, 1995 and December 31, 1994                                 598,410             598,410
  Additional paid-in capital                                         13,710,596          13,710,596
  Accumulated deficit                                               (28,154,908)        (27,613,704)
                                                                    ------------        ------------
    TOTAL STOCKHOLDERS' DEFICIT                                     (13,845,902)        (13,304,698)
                                                                    ------------        ------------
       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)          $8,442,424          $7,262,730
                                                                    ------------        ------------
                                                                    ------------        ------------

</TABLE>


    The accompanying notes are an integral part of the consolidated financial
statements.


                                        3

<PAGE>

GREEN ISLE ENVIRONMENTAL SERVICES, INC. AND SUBSIDIARIES
   CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Cash and Cash Equivalents                For the Three Months Ended March 31,
- --------------------------------------------------------------------------------------------------------------
                                                                         1995               1994
- --------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                             ($541,204)          ($645,312)
 Adjustments to reconcile net loss to net cash
   provided (used) by operating activities:
 Depreciation and amortization                                          194,794             175,806
 (Gain) Loss on sales of assets                                         (10,000)             28,203
 Provision for writedown of assets of discontinued operations
   held for sale and accrual of holding period costs                                        120,000
 Provision for writedown of inventories / equipment                      15,000              30,000
 Changes in operating assets and liabilities:
 Accounts receivable                                                   (422,844)           (443,185)
  Inventories                                                          (368,434)            451,109
  Other assets                                                          (28,282)             (4,929)
  Accounts payable                                                      274,159            (190,059)
  Accrued expenses                                                      701,978             364,538
- --------------------------------------------------------------------------------------------------------------
Net Cash Used by Operating Activities                                  (184,833)           (113,829)
- --------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
 Proceeds from sale of property and equipment                            10,000               8,533
 Cash paid to purchase Sollami product line                            (195,000)
 Additions to property, plant and equipment                            (107,224)            (42,832)
- --------------------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities                                  (292,224)            (34,299)
- --------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Repayment of long term debt                                            (40,059)            (36,039)
 Proceeds from short term borrowings                                  3,061,638           3,505,899
 Repayment of short term borrowings                                  (2,571,817)         (3,347,226)
- --------------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities                               449,762             122,634
- --------------------------------------------------------------------------------------------------------------
Net Decrease in Cash and
 Cash Equivalents                                                       (27,295)            (25,494)

Cash and Cash Equivalents, Beginning of Period                          209,192             321,963
- --------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents, End of Period                               $181,897            $296,469
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------

Supplemental disclosures of cash flow information:
      Cash paid for interest                                            $91,401             $91,459
</TABLE>


    The accompanying notes are an integral part of the consolidated financial
statements.


                                        4

<PAGE>

            Green Isle Environmental Services, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                   (Unaudited)
1.   FINANCIAL STATEMENTS:

     The unaudited consolidated financial statements of Green Isle Environmental
     Services, Inc., and Subsidiaries (the Company) for the three months ended
     March 31, 1995 and 1994 reflect, in the opinion of management, all
     adjustments (which include only normal recurring adjustments except as
     described below) necessary to fairly state the results of the operations
     (including discontinued operations) for the interim period.  The
     consolidated results of operations for any interim period are not
     necessarily indicative of results expected for the full year.  The
     unaudited consolidated interim financial statements should be read in
     conjunction with the consolidated financial statements and notes thereto
     contained in the Company's 1994 Form 10-KSB.

     USE OF ESTIMATES:

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

2.   SELECTED BALANCE SHEET INFORMATION:

<TABLE>
<CAPTION>
     Inventories:
                                            March 31,     December 31,
                                                 1995             1994
                                          -----------      -----------
     <S>                                  <C>              <C>
     Raw material and supplies            $   427,654      $   340,631
     Work in process                          843,110          576,698
                                          -----------      -----------
                                          $ 1,270,764      $   917,329
                                          -----------      -----------
                                          -----------      -----------
     Property, plant & equipment:
<CAPTION>
                                            March 31,     December 31,
                                                 1995             1994
                                          -----------      -----------
     <S>                                  <C>             <C>
     Land and related improvements        $   206,995      $   206,995
     Building                               2,980,607        2,980,608
     Machinery and equipment                7,097,560        7,071,605
     Office equipment                         627,756          602,537
     Molds, fixtures and tooling               31,869
     Autos and trucks                          42,112           42,112
                                          -----------      -----------
          Total                           $10,986,899      $10,903,857
     Less:  accumulated depreciation        6,630,543        6,478,600
                                          -----------      -----------
                                          $ 4,356,356      $ 4,425,257
                                          -----------      -----------
                                          -----------      -----------
</TABLE>


                                        5

<PAGE>

2.   SELECTED BALANCE SHEET INFORMATION (cont'd):
<TABLE>
<CAPTION>

     Other assets held for sale:
                                               March 31,     December 31,
                                                    1995             1994
                                               ---------       ----------
     <S>                                     <C>              <C>
     Container manufacturing equipment       $    50,000      $    50,000
          Total                              $    50,000      $    50,000
                                             -----------      -----------
                                             -----------      -----------
     Accrued Expenses:
<CAPTION>
                                               March 31,     December 31,
                                                    1995             1994
                                               ---------       ----------
     <S>                                       <C>           <C>
     Interest, excluding accrued interest
      associated with Eden Prairie debt      $    30,827      $    28,243
     Payroll, benefits and related taxes         317,967          291,699
     Legal and accounting                         45,525          104,850
     Accrued container warranty                  139,327          140,000
     Product acquisition expenses                153,226
     Accrued retirement and consulting            71,829           38,496
     Accrued real estate taxes                    39,451
     Other                                        16,000            9,869
                                              ----------      -----------
          Total                              $   814,152      $   613,157
                                              ----------       ----------
                                              ----------       ----------
</TABLE>

3.   DISCONTINUED OPERATIONS AND RELATED DEBT:

     As described in Notes 2 and 3 of the Notes to Consolidated Financial
     Statements in the 1994 Form 10-KSB, the Company ceased operations of its
     Eden Prairie facility (EPR) effective January 1, 1994 and has undertaken a
     formal plan to dispose of its remaining waste processing operations. The
     loss from discontinued operations in the first quarter of 1995 includes
     accrued interest (including default rate interest) through March 31, 1995.
     The Company will continue to accrue interest in future periods through the
     date of a final settlement of the debt, which is anticipated in the third
     quarter of 1995.  The loss from discontinued operations for the three
     months ended March 31, 1995 consists of accrued interest of $ 538,408.

     As previously announced, the Company closed on the sale of all of the
     assets of EPR for $3.8 million on September 1, 1994.  A gain of $1,914,534
     on the sale of the EPR assets was recorded in the 3rd quarter 1994.  The
     net proceeds of $3,768,809 from the sale have been used to repay a portion
     of the debt underlying the EPR facility.  The Company has retained all
     liabilities of EPR, including the balance of the loan underlying the
     facility which is guaranteed by the Company.

     As previously announced, on September 12, 1994, the Company entered into a
     settlement agreement with the lender of the debt underlying EPR whereby the
     lender agrees not to pursue its rights against the Company under the parent
     guarantee of the EPR debt in


                                        6

<PAGE>

     return for the following:

     1.   A Senior Subordinated Secured Note to the lender for $2,750,000 with
          interest at 8% per year.  Interest will be payable monthly on the
          principal balance from time to time remaining unpaid.  Principal
          payments of $75,000 will be payable quarterly beginning in 1997 and
          ending on July 1, 1999, when all outstanding principal and interest is
          due.

     2.   A Junior Subordinated Secured Note to the lender for $1,000,000 with
          interest to accrue at 8% per year; principal and interest will be paid
          from excess cash flow from operations, if any, with all outstanding
          principal and accrued interest due on July 1, 1999.

     3.   A Net Operating Loss Sharing Agreement under which the Company will
          make annual payments to the lender of an amount equal to any tax
          savings related to use of up to $15,000,000 in net operating loss
          carryforwards.

          The Company has also preliminarily agreed to issue to the lender, a
          warrant to purchase 3,178,780 shares of Common Stock, exercisable only
          in the event of an "ownership change" with respect to the Company for
          purposes of Section 382(g) (1) of the Internal Revenue Code of 1986,
          as amended.  The ownership change would effectively eliminate the net
          operating loss sharing Agreement obligation ((3) above) and result in
          the effective contribution of any remaining balance of the NOL Sharing
          Agreement obligation to contributed capital (shareholders' equity).

     Management is currently negotiating definitive agreements with the lender,
     although there can be no assurance that a definitive agreement will be
     reached.

4.   ACQUISITION OF PRODUCT LINE:

     On January 9, 1995, the Company purchased the assets, inventory, patents
     and patent applications, trademarks and goodwill associated with the Rotary
     Vane Actuator business of The Sollami Company.  The purchase price was
     $326,154 plus contingent payments equal to 8% of net sales made each month,
     for the 48 months beginning in February 1995, of rotary vane actuators and
     related parts.  The total cumulative guaranteed minimum payments are
     $295,000, with scheduled amounts due in each of the 4 years.  To the extent
     cumulative monthly contingent payments do not equal the guaranteed minimum
     payment for any 12 month period, the Company will be required to make an
     additional payment sufficient to achieve the guaranteed minimum payment for
     that year.  The excess of acquisition cost over amounts assigned to the net
     identifiable assets acquired (Goodwill) is being amortized on a straight
     line basis over fifteen years.  Other identifiable intangible assets
     include value assigned to patents, and a covenant not to compete.  Values
     assigned to patents are carried at cost less accumulated amortization


                                        7

<PAGE>

     calculated on a straight line basis over their estimated useful lives,
     which range from seven to fourteen years.  The value assigned to the
     covenant not to compete is being amortized on a straight line basis over
     seven years.

5.   ASSET-BASED SHORT-TERM FINANCING ARRANGEMENT:

     In January 1995, the Company amended its loan and security agreement with
     its asset based lender.  The key elements to the amendment include reducing
     the short-term demand line of credit to $4,500,000, increasing interest on
     borrowings to prime plus 3.75%, and increasing available borrowing by
     $125,000 by increasing the advance rate on the certificate of deposit which
     partially collateralizes borrowings under the line of credit.  Funds
     available to the Company pursuant to terms of the line of credit agreement
     are dependent upon the level of eligible accounts receivable and plant and
     equipment, as defined.  The Company is in violation of certain financial
     and technical covenants of this agreement and a cross-default covenant due
     to the defaults described in Notes 6 and  6(a) of the Notes to the
     Consolidated Financial Statements in the Company's 1994 Form 10-KSB.  As a
     result of these default conditions, the lender may, at its sole discretion
     declare the Company in default, discontinue making advances to the Company
     and demand immediate repayment of borrowings under the line of credit.  If
     the lender will continue making advances to the Company, borrowing capacity
     under this line of credit is approximately $95,000 at June 13, 1995.

6.   AGREEMENT TO SELL REUTER RECYCLING OF FLORIDA, INC.:

     Effective June 1, 1995, the Company entered into an agreement to sell
     all of the Reuter Recycling of Florida, Inc. stock, which had been
     pledged by the Company to the construction lender of Reuter Recycling
     of Florida, Inc., to an unrelated third party.  As discussed in Note 4
     to the Consolidated Financial Statements contained in the 1994 Form
     10-KSB, because Reuter Recycling of Florida, Inc. had previously been
     deconsolidated from the Company's consolidated financial statements
     and the Company will receive no proceeds from the sale, the
     transaction will have no impact on the Company's financial position or
     results of operations.  The management agreement between Green Isle
     and Reuter Recycling of Florida, Inc. will be terminated upon the
     close of the sale.

7.   RECLASSIFICATION:

     Certain reclassifications have been made to the 1994 consolidated financial
     statements in order to conform with the March 31, 1995 presentation.  These
     reclassifications did not change the Company's previously reported
     financial position or results of operations.


                                        8

<PAGE>

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations.

          RESULTS OF OPERATIONS

          CONTINUING MANUFACTURING OPERATIONS:

          Continuing operations consist primarily of the precision machining
          business, which is primarily the manufacture of certain medical
          products and other precision machined parts on a contract basis.  The
          Company has sold most of the equipment used in its plastics
          manufacturing operations and substantially all plastics manufacturing
          ceased effective August, 1994.

          The Company's net revenues from continuing operations for the first
          quarter of 1995 decreased by 20.1% from the same period in 1994.  The
          Company's net revenues for the three months ended March 31, 1995 were
          $2,980,774 compared to $3,731,284 for the same period in 1994.  The
          decrease was due primarily to the elimination of sales to Seagate
          Technology, Inc., which effectively ceased after the first quarter of
          1994 and is partially offset by increased sales of medical products
          and other contract manufacturing products.

          Gross profit was 20.5% of net sales for the first quarter of 1995
          compared to 15.6% of net sales for the first quarter of 1994.  The
          higher gross profit was primarily due to the change in the product mix
          towards higher-margin medical products and higher margins on sales of
          proprietary products.  Medical product sales from the Company's two
          principal customers accounted for over 73% of net sales in the first
          quarter of 1995 compared to 32% of net sales in the first quarter of
          1994.

          Selling, general and administrative expenses were $580,090 for the
          first quarter of 1995 compared to $488,242 for the same period in
          1994.  The increase in these expenses is primarily due to higher
          selling expenses related to marketing of proprietary products
          (primarily oil centrifuge units) and legal and accounting costs
          related to pursuing restructuring of the debt underlying the EPR
          facility.

          The Company had no taxable income, and accordingly, recorded no
          provision for income taxes during the quarters ended March 31, 1995
          and 1994.

          During the first quarter of 1995, the Company recorded a loss from
          continuing operations of $2,796 or $.001 per share compared to income
          from continuing operations of $13,088 or $.004 per share for the same
          period in 1994.


                                        9

<PAGE>

          DISCONTINUED WASTE PROCESSING OPERATIONS:

          As described in Notes 2 and 3 of the Notes to Consolidated Financial
          Statements in the Company's 1994 Form 10-KSB, the Company undertook a
          formal plan to dispose of its remaining waste processing and recycling
          operation located in Eden Prairie, Minnesota during the fourth quarter
          of 1993.  The Company wrote-down the carrying value of this facility
          to its estimated net realizable value, which resulted in a charge
          against earnings of $10,800,000 in 1993. The Eden Prairie facility
          ceased operations effective January 1, 1994 and on September 1, 1994
          the Company closed on the sale of all of the assets of EPR, Inc., a
          wholly owned subsidiary of the Company ("EPR") for approximately $3.8
          million.

          The proceeds from the sale of the assets of EPR have been used to
          repay a portion of the debt originally underlying the EPR facility.
          The Company retained all liabilities of EPR, including the balance of
          the loan underlying the facility (the "EPR loan") which is guaranteed
          by the Company. The loss from discontinued operations during the first
          quarter of 1995 consists of continuing interest accruals of $538,408
          related to the underlying debt.  This accrual does not include an
          accrual for estimated interest that will be incurred on the debt
          underlying the EPR loan between April 1, 1995 and the date of final
          settlement, due to uncertainty of the timing of the ultimate
          settlement.  As described in Note 3 "Discontinued Operations and
          Related Debt" in this Form 10-QSB, the Company entered into a
          preliminary settlement agreement with the lender of the debt
          underlying EPR on September 12, 1994.  The lender has agreed not to
          pursue its rights against the Company under its guarantee of the EPR
          loan in return for a Senior Subordinated Secured Note for $2,750,000,
          a Junior Subordinated Secured Note for $1,000,000, a Net Operating
          Loss Sharing Agreement (See Note 2 of the Notes to Consolidated
          Financial Statements in the 1994 Form 10-KSB), and a warrant to
          purchase 3,178,780 shares of Common Stock (See Note 2 of the Notes to
          Consolidated Financial Statements in the 1994 Form 10-KSB). Management
          is currently negotiating definitive agreements with the lender,
          although there can be no assurance that a definitive agreement will be
          reached.  If final settlement cannot be reached, management may elect
          to seek protection under U.S. bankruptcy laws.

          LIQUIDITY AND CAPITAL RESOURCES:

          The Company currently has negative working capital and is in payment
          and technical default of terms of the EPR loan and is in violation of
          certain covenants of its demand line of credit agreement.  The Company
          had a working capital deficit of $17,976,248 at March 31, 1995,
          compared to a working capital deficit of $17,219,561 at December 31,
          1994.  The current ratio was .17 and .14 at March 31, 1995 and
          December 31, 1994, respectively.  The working capital deficit includes
          the Eden Prairie debt because the entire remaining balance of this


                                       10

<PAGE>

          loan has been classified as a short-term liability as a result of the
          payment, technical and other defaults described in Notes 2 and 6 of
          the Notes to the Consolidated Financial Statements included in the
          Company's 1994 Form 10-KSB.  Until the restructuring agreement with
          the lender to EPR is finalized, under the terms of the original loan
          agreement, and as a result of the payment and technical defaults, the
          lender has the right to demand repayment of the entire outstanding
          balance of the loan.  In addition, the lender can demand payment of
          the default interest rate which is 2% higher than the stated interest
          rate of 11.85%.  Interest accruals reflecting the incremental charge
          for the higher default rate have been established since 1992.

          The Company has a $4.5 million line of credit arrangement with an
          asset based lender which is collateralized by assets associated with
          the manufacturing operations.  The Company is in violation of certain
          financial and technical covenants contained in this line of credit
          agreement, which could result in the lender discontinuing advances and
          demanding repayment of all outstanding borrowings.  Due to the default
          conditions discussed above and borrowing limits related to available
          collateral, it is possible that the Company will not be able to borrow
          sufficient amounts against this line to meet all the operating cash
          needs of the Company.  In addition, there can be no assurance that the
          asset based lender will continue to disregard these covenant
          violations in the future.  If the lender takes any action to reduce
          the availability of funds to the Company, there may not be sufficient
          liquidity to continue operations.  As of June 13, 1995, the Company
          had borrowed approximately $2,108,000 and had additional availability
          of approximately $95,000 under this line.

          The Company had negative cash flow for the three months ending March
          31, 1995 and its ability to meet its continuing manufacturing
          operations cash flow requirements during the remainder of 1995 and
          beyond, is dependent on continuing adequate sales and margins in the
          manufacturing business.

          Management expects a need for capital expenditures to support
          equipment upgrading and growth in the Manufacturing Division.  In
          addition to cash flow generation from operations, the Company expects
          to raise needed capital through vendor or other asset based lending
          arrangements.

          In summary, the Company currently has negative working capital and is
          in default under the terms of two outstanding loan agreements.  Either
          of these two lenders could, at any time, demand full payment of the
          underlying debt, which the Company would be unable to satisfy.  The
          Company's cash flow from operations may not be sufficient to meet the
          Company's general operating needs.  In the event that the Company
          cannot generate sufficient cash flow to meet its commitments, it may
          be forced to seek protection under U.S. Bankruptcy laws.

                                       11

<PAGE>

                           PART II - OTHER INFORMATION


     Item 3.   Defaults upon Senior Security

               See Footnote 3 to Notes to the Consolidated Financial Statements
               and Management's Discussion and Analysis, included in Item 1 and
               2 of this report 10-QSB, for a description of the status of the
               defaults on the loan underlying the Eden Prairie facility and the
               Company's line of credit, which is incorporated herein by
               reference.

               Arrearage (interest and principal) on the Eden Prairie debt as of
               June 13, 1995, was approximately $5,000,000.

               As of June 13, 1995, the Company had borrowed approximately
               $2,108,000  and had additional availability of approximately
               $95,000 under its line of credit agreement.


                                       12

<PAGE>

                                   SIGNATURES
                                   ----------


Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                   GREEN ISLE ENVIRONMENTAL SERVICES, INC.
                                   --------------------------------------------
                                   (Registrant)



Date:                       , 1995 By:  /s/ James W. Taylor
                                        ----------------------------------
                                        James W. Taylor
                                        President, Chief Executive Officer and
                                        Chief Financial Officer (principal
                                        executive and financial officer)



Date:                      , 1995  By:  /s/ William H. Johnson
                                        ----------------------------------
                                        William H. Johnson
                                        Controller (principal accounting
                                        officer)


                                       13

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                             <C>
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<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               MAR-31-1995
<CASH>                                         181,897
<SECURITIES>                                         0
<RECEIVABLES>                                1,809,968
<ALLOWANCES>                                         0
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<PP&E>                                      10,986,899
<DEPRECIATION>                               6,630,543
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<CURRENT-LIABILITIES>                       21,552,842
<BONDS>                                              0
<COMMON>                                       598,410
                                0
                                          0
<OTHER-SE>                                  13,710,596
<TOTAL-LIABILITY-AND-EQUITY>                 8,442,424
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<CGS>                                        2,368,382
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<OTHER-EXPENSES>                                35,098
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              93,985
<INCOME-PRETAX>                              (541,204)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (2,796)
<DISCONTINUED>                               (538,408)
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (541,204)
<EPS-PRIMARY>                                    (.17)
<EPS-DILUTED>                                    (.17)
        

</TABLE>


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