U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A
                                 Amendment No. 3

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                          Date of Report: May 15, 2001



                         WASTE CONVERSION SYSTEMS, INC.
--------------------------------------------------------------------------------
             (Exact Name of registrant as specified in its Charter)




         Nevada                      0-58972                    22-280078
------------------------      --------------------      ------------------------
(State of Incorporation)       Commission File No.         (IRS Employer
                                                            Identification No.)



    4871 n. Mesa Drive, P.O.Box 69, Castle Rock, Co       80104-0069
------------------------------------------------------------------------
       (Address of principal executive offices)           (Zip Code)



Registrant's telephone number,( 303 )   419  -   2999
                               -----   -----    ------



                     (Registrant's former name and address)





Item 5.  Other Events.

a.       Current Plan of Business Operations.

         The  purpose  of  this  current  report   amendment  is  to  state  the
registrant's  current business plan of business  operations.  We are planning to
enter the scrap tire waste  conversion  business in the State of Minnesota.  The
State of Minnesota  currently ships all of its scrap tires to a dump facility in
Iowa. Minnesota produces approximately 4 million scrap tires annually.

         We have  developed  a  three  phase  plan  for  our  proposed  business
operations.  The first phase will be implementing a tire collection  system. The
second phase will be a scrap tire  delivery  system to an  operating  scrap tire
processing  facility.  The second phase will generate revenue from fees paid for
the scrap  tires.  We  anticipate  shredding  the scrap  tires  with a  portable
shredder to increase the shipping  weights and reduce air space waste associated
with  shipping  whole  tires.  The third  phase  will  entail  the  purchase  or
construction of a proprietary  scrap tire incinerator to process the scrap tires
we will collect.

b.       Cautionary Statement Concerning Forward-looking Statements

         This report contains  forward-looking  statements within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange  Act  of  1934,  concerning  our  future  operations.   Forward-looking
statements are statements that estimate the happening of future events,  are not
based on historical fact and are "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995.

         Forward-looking   statements   may  be   identified   by  the   use  of
forward-looking   terminology   such  as  "believes",   "intends",   "projects",
"forecasts",  "predicts", "may", "will", "expects", "estimates",  "anticipates",
"probable",  "continue"  or  similar  terms,  variations  of those  terms or the
negative of those terms. In the particular case of this Current Report the terms
"planning"  and  "proposed"  are  forward-looking   terms.  The  forward-looking
statements  contained in this report has been compiled by our  management  based
upon  assumptions  they consider  reasonable.  These  assumptions are subject to
significant business,  economic and competitive uncertainties and contingencies,
many of which are beyond our control.  Actual  results  could differ  materially
from those currently anticipated due to a number of factors. Accordingly,  there
can be no  assurance  that the plans  will be  realized.  The  plans and  actual
results will likely vary and those  variations may be material.  We urge you and
your  advisors  to  review  the  forward-looking  statements,  to  consider  the
assumptions upon which they are based and to ascertain their reasonableness.



                                   SIGNATURES

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

                                            Waste Conversion Systems, Inc.
Dated: October 15, 2001
                                            /s/ Glenna Price
                                            ---------------------------------
                                            By: Glenna Price
                                            Title: Secretary