SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                                 FORM 10-K/A-1

[X]               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934
                                       or
[  ]              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)

                  For the fiscal year ended December 31, 1999


                         Commission file number 0-5781

                            HAWKS INDUSTRIES, INC.
                  ------------------------------------------
            (Exact Name of Registrant as specified in its charter)


        Wyoming                                              83-0211955
------------------------                           ---------------------------
(State or other jurisdiction of                            (IRS Employer
incorporation or organization)                          Identification No.)

913 Foster Road, Casper, Wyoming                               82601
---------------------------------------            ---------------------------
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:   (307) 234-1593
------------------------------------------------------------------------------



Securities registered pursuant to Section 12 (b) of the Act:  None
Securities registered pursuant to Section 12 (g) of the Act:

                          Common Stock, $.01 Par Value

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed  by Section 13  or 15  (d) of the  Securities Exchange  Act of  1934
during the preceding 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
                                        -----

The aggregate market  value of the  voting stock held  by non-affiliates of  the
Registrant computed by  reference to  the average bid  and asked  prices of  the
Common Stock, $.01 Par Value, on March 3, 2000, was $2,226,000.

As of March 3, 2000, Registrant had 1,326,705 shares of Common Stock, $.01 Par
Value outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

                                      None
<PAGE>
                                    PART I.

ITEM 1 - BUSINESS
Forward-Looking Statements
--------------------------

This Form  10-K  includes "forward-looking  statements"  within the  meaning  of
Section 27A of the Securities Act Of  1933, as amended (the " Securities  Act"),
and Section  21E of  the Securities  Exchange  Act Of  1934,  as amended  (  the
"Exchange Act").    All statements  other  than statements  of  historical  fact
included in  this Form  10-K are  forward looking  statements.   These  forward-
looking statements  include,  without  limitations, statements  under  "ITEM  7.
MANAGEMENT'S DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION AND  RESULTS  OF
OPERATIONS-Financial Condition, Liquidity and  Capital Resources", and notes  to
the Financial  Statements  located  elsewhere  herein  regarding  the  Company's
financial position and  liquidity, the amount  of and its  ability to make  debt
service payments, its strategies, financial instruments, and other matters,  are
forward looking statements.  Although the Company believes that the expectations
reflected in  such forward-looking  statements are  reasonable, it  can give  no
assurance that such  expectations will prove  to have been  correct.   Important
factors that could cause actual results to differ materially from the  Company's
expectations are disclosed  in this Form  10K, including  without limitation  in
conjunction with the forward-looking statements included in this Form 10-K.


History - General
-----------------

Except where the context otherwise requires, the term "the Company", as used  in
this Report, refers to the Registrant and its subsidiaries.

The Company was incorporated on March  19, 1971 and through mid-1986 was  solely
engaged in the business of oil and gas exploration, development and  production,
and conducted  its operations  primarily in  the Rocky  Mountain region  of  the
United States.

In February, 1986, when the price of crude  oil on the futures and spot  markets
dropped below $12 per barrel, management determined that until such time as  the
price of  crude oil  stabilized in  the  world markets  and returned  to  higher
levels, exploration funds from industry and  private investors would be  further
curtailed and that economics,  except in selected  instances, would not  justify
the drilling of further exploratory and development wells in the Rocky  Mountain
area.

Consequently, the  Company  ceased the  drilling  of development  wells  on  its
properties, the drilling of exploratory wells under which it would share in  the
cost, and  drastically reduced  its  exploration staff.    Since that  time  the
Company has participated  in one exploratory  well and  four development  wells.
The Company does  anticipate development  drilling on  certain coal-bed  methane
properties in the near  future. In mid 1992,  the Company further  de-emphasized
its oil and gas activities and determined to restrict their oil and gas business
to buying  and  selling  of  producing  properties.  In  conjunction  with  this
decision, the Company sold most of the oil and gas interests wherein it acted as
operator and reduced technical staff accordingly.

In 1986,  due to  the instability  in the  oil  and gas  industry a  program  of
diversification was commenced and the Company acquired a controlling interest in
International Aviation Publishers, Inc., ("IAP"), a publishing company, and in a
light manufacturing facility,  SanTech, Inc., ("SanTech"),  funded partially  by
the State  of Wyoming  and by  local  government grants  and assistance.    That
diversification was highly successful and International Aviation Publishers grew
to be a source of steady cash flow and profitability for the Company.

In 1992, in a continuing mode  of diversification, the Company acquired 100%  of
the outstanding  shares  of  Western  Environmental  Services  &  Testing,  Inc.
("W.E.S.T."), a privately held environmental testing and consulting firm.
<PAGE>2


In 1993, due to a downturn in the aviation industry and specifically to a nearly
45% decrease in student enrollment in aviation maintenance schools, IAP's  sales
declined.   Accordingly,  the Company's  growth  in  1993 was  directed  at  the
environmental business.  Additional environmental staff was employed to meet the
increasing demand for the Company's services.

During late 1994, the Company received an unsolicited offer to buy its  aviation
publishing assets (IAP).   Accordingly, as of  December 31, 1994,  substantially
all of the publishing  assets were sold for  approximately $1,800,000.  In  this
report, the  results of  operations  of IAP  have  been shown  as  "discontinued
operations" in accordance with generally accepted accounting principles.

As a  result  of  the  sale  of IAP,  it  became  impractical  to  continue  the
navigational supplies business (SanTech) and  the printing business (Hawks  Book
Company).  They are also included in discontinued operations.  During 1995,  all
the assets of the  printing company were  sold and a  significant amount of  the
"navigational supplies" assets were also sold.

In 1996, the Company made a  significant investment in undeveloped real  estate.
The Company plans to hold this real estate as a long-term investment.
<PAGE>3

In 1999,  the  Company's principal  operations  consisted  of Oil  and  Gas  and
Environmental Testing and Management.

The following  industry segment  information will  give the  reader a  financial
overview of each of the Company's industry segments.  A detailed description  of
each segment follows thereafter.
<TABLE>
<CAPTION>

                                                           1999          1998          1997
                                                           ----          ----          ----
<S>                                                      <C>           <C>           <C>
Sales to unaffiliated customers:
   Oil and gas industry                                $   169,000   $   236,000   $   333,000
   Environmental testing and management industry         2,509,000     2,209,000     1,798,000

                                                       $ 2,678,000   $ 2,445,000   $ 2,131,000


Operating profit or (loss):
   Oil and gas industry                                $   (94,000 ) $    33,000   $   (36,000 )
   Environmental testing and management industry           230,000       236,000       (61,000 )
   Unallocated Corporate expenses                         (108,000 )    (151,000 )    (159,000 )

                                                       $    28,000   $   118,000   $  (256,000 )


Identifiable assets:
   Oil and gas industry                                $   584,000   $   750,000   $   854,000
   Environmental testing and management industry         1,290,000     1,127,000       893,000
   Corporate assets                                      1,051,000     1,123,000     1,400,000

                                                       $ 2,925,000   $ 3,000,000   $ 3,147,000


Capital expenditures:
   Oil and gas industry                                $         -   $     3,000   $    92,000
   Environmental testing and management industry           222,000       213,000        30,000
   Other capital expenditures                               72,000             -             -

                                                       $   294,000   $   216,000   $   122,000




Depreciation, depletion and amortization:
   Oil and gas industry                                $   183,000   $    79,000   $   111,000
   Environmental testing and management industry           130,000       116,000       113,000
   Other depreciation, depletion and amortization           16,000        23,000        40,000

                                                       $   329,000   $   218,000   $   264,000



Interest Income:
   Oil and gas industry                                $         -   $    10,000   $         -
   Environmental testing and management industry                 -             -         2,000
   Corporate interest                                       13,000        13,000        18,000

                                                       $    13,000   $    23,000   $    20,000



Interest Expense:
   Oil and gas industry                                $     6,000         5,000             -
   Environmental testing and management industry            36,000        36,000        29,000
   Corporate Interest                                       17,000        29,000        43,000

                                                       $    59,000        70,000        72,000


</TABLE>
<PAGE>4

OIL AND GAS
-----------

To the date of this report the Company  had participated in the drilling of  315
gross (63.47 net) wells of which 219 gross (39.17 net) have been successful.  In
general terms, the  Company has ceased  its drilling  and exploration  activity.
The Company plans to participate in  drilling certain coal-bed methane wells  in
the near future.   The Company also has  several oil and  gas properties in  the
Brundage Canyon Field that it will  attempt to have drilling completed on  where
the Company will have a non-operating interest.

The Company's  oil and  gas activity  will be  predominantly in  the buying  and
selling of existing producing properties.

Competition
-----------

The oil and gas industry is highly  competitive.  Domestic producers of oil  and
gas must not only compete  with each other, but  must compete with producers  of
imported oil and gas and alternative  energy sources such as coal, atomic  power
and hydroelectric power.

Markets
-------

The availability of a ready market for oil and gas produced by the Company  will
depend upon numerous  factors beyond the  control of the  Company including  the
extent of  domestic production  and  importation of  foreign  oil and  gas;  the
proximity of the Company's properties to gas pipelines and other  transportation
facilities; the  availability, capacity  and cost  of such  pipelines and  other
transportation facilities; the marketing of other competitive fuels; fluctuation
in demand; state  and federal governmental  regulation of production,  refining,
transportation and sales;  general national and  worldwide economic  conditions,
pricing, and use; and allocation of oil and gas and their substitute fuels.


With the exception of  brief periods when political  and economic unrest in  the
Middle East  (such  as  the  last  half of  1990),  or  when  short-term  market
"interruptions" such as  the Alaska  oil spill  caused prices  to rise  rapidly,
prices of crude oil  and refined petroleum products  generally have declined  in
the last  eight  years as  a  result of  an  oversupply of  petroleum  products,
particularly gasoline and fuel oils, relative  to the demand for such  products.
The prices received for oil production have become increasingly volatile.   This
has resulted in great uncertainty in the oil  and gas industry and has led  many
companies engaged in  oil and gas  exploration and  production to  substantially
curtail their activities.  This situation of substantial oversupply relative  to
demand is due  in part to  increased production and  lower rates of  consumption
caused by voluntary conservation efforts as  well as increased competition  from
alternative fuels.

In response  to the  current oversupply  of natural  gas, many  purchasers  have
unilaterally reduced the quantities of  gas purchased under existing  contracts,
and a  number of  purchasers have  stated their  intentions not  to honor  their
contractual commitments to purchase specified  quantities of gas from  producers
at the  prices  set  out  in  their respective  purchase  contracts.    In  many
instances, buyers cannot readily be located for gas production resulting in  gas
wells being shut-in or curtailed for various periods of time.  In addition, many
gas purchasers are refusing to  honor obligations under so-called  "take-or-pay"
gas contracts.  There can be no assurance that markets for gas and oil will  not
continue to decline.

The Company's contracts with its gas purchasers generally provide that they  are
not obligated  to  purchase  all of  the  gas  that the  wells  are  capable  of
producing, and the Company has experienced curtailment problems to date.   There
is  also  no  assurance  that  the  Company  will  not  experience   significant
curtailment problems in the future.
<PAGE>5

Regulation
----------

The Company's operations will be affected  from time to time in varying  degrees
by political  developments and  federal  and state  laws  and regulations.    In
particular, oil  and gas  production operations  and economics  are affected  by
price control, tax and other laws relating to the petroleum industry, by changes
in such laws and by constantly changing administrative regulations.

State statutory provisions relating to oil and gas generally require permits for
the drilling of wells  and also cover  the spacing of  wells, the prevention  of
waste, the rate  of production,  the prevention  and clean-up  of pollution  and
other matters.

The wellhead sale of natural gas in  the United States is subject, with  certain
significant exceptions,  to  a regulatory  scheme  implemented pursuant  to  the
Natural Gas Policy Act of 1978 (the  "NGPA") and overseen by the Federal  Energy
Regulatory Commission  (the  "FERC").   The  NGPA classified  gas  into  various
categories in maximum permissible prices.  However, none of the NGPA prices  can
be collected  unless purchasers  willing  to pay  such  prices can  be  located.
Because of the general decline in prices for oil and gas, many of the  contracts
for purchases of gas  at NGPA maximum prices  have been renegotiated.   Contract
provisions allowing  price reductions  have been  exercised or  purchasers  have
refused to  accept production  at such  prices claiming,  among other  defenses,
force majeure  and commercial  impracticability.   As  a  result, a  larger  and
increasing percentage of gas is sold at prices below NGPA maximum lawful  rates.
Sales of gas  at prices lower  than such NGPA  rates are  common throughout  the
natural gas industry.


Environmental Regulation
------------------------

Various federal, state and local laws and regulations covering the discharge  of
materials into the environment, or otherwise  relating to the protection of  the
environment, may affect the Company's operations and costs as a result of  their
effect on oil and gas exploration, development and production activities.

Environmental protection laws to date have not required the Company to make  any
significant additional capital outlays.  It is not anticipated that the  Company
will be required  in the  near future  to expend  amounts that  are material  in
relation to its  total capital expenditure  program by  reason of  environmental
laws and regulations.   The  Company believes  that its  operations comply  with
environmental laws and regulations,  but inasmuch as  such laws and  regulations
are constantly being revised and changed,  the Company is unable to predict  the
ultimate cost  of  complying with  present  and future  environmental  laws  and
regulations.


Taxation
--------

The Company's oil and gas operations  are affected by certain provisions of  the
federal income  tax laws  applicable to  the petroleum  industry.   Current  law
permits the Company  to deduct currently,  rather than capitalize,  "intangible"
drilling and development  costs incurred or  borne by it.   The  Company, as  an
independent producer, is  also entitled  to deduction  for percentage  depletion
with respect to the first  1,000 barrels per day  of domestic crude oil  (and/or
equivalent units of  domestic natural  gas) produced  by it  if such  percentage
depletion exceeds cost depletion.

Generally, this deduction  is a specified  percentage (currently  15%) of  gross
income from oil and gas property.   Percentage depletion may not exceed 100%  of
the net income, and is limited in the aggregate to 65% of the Company's  taxable
income.  Any  depletion exceeding the  65% limitation, however,  may be  carried
over indefinitely.  At December 31, 1999, this carryover was $2,159,000.
<PAGE>6

The Company's oil and gas activities are also subject to state and local income,
severance, property  and other  taxes.   It is  anticipated that  the  aggregate
burden of these taxes will increase in the future.

It is possible  that subsequent  legislation, court  decisions and  governmental
agency actions could further limit tax  benefits and impose further tax  burdens
on the oil and gas activities of the Company.

The Company at December 31, 1999  had a net operating loss ("NOL")  carryforward
of $7,286,000.

The Tax  Reform  Act  of  1986  made substantial  changes  with  regard  to  NOL
carryforwards.   After  an "ownership  change"  the  taxable income  of  a  loss
corporation available  for offset  by pre-change  NOL carryforwards  is  limited
annually to a prescribed  rate times the value  of the loss corporation's  stock
immediately before the ownership change.  In general, an ownership change occurs
if ownership of  more than 50%  in value of  the stock of  the loss  corporation
changes during the three-year period preceding the test date.  Under federal tax
law, the amount and availability of loss carryforwards are subject to a  variety
of interpretations and restrictive tests applicable  to the Company.  Under  the
Code, the utilization of such loss carryforward could be limited or  effectively
lost upon certain changes  in ownership.  The  net operating loss  carryforwards
expire between 2000 and 2012.

ENVIRONMENTAL TESTING AND MANAGMENT
-----------------------------------

Competition
-----------

The Environmental Testing  and Management industry  is also highly  competitive.
Many of  the  company's  competitors  both  in  its  primary  market  areas  and
throughout the United  States are  substantially larger  and have  significantly
greater financial and human resources.

Markets
-------

The Company concentrates its  activities primarily in  the Rocky Mountains,  the
mid-continent area and  in Texas.   However, during,  1997, 1998  and 1999,  the
company provided  services for  customers in  16, 14,  and 14  different  states
respectively, and one foreign country (Indonesia).   In the area of air  quality
and air emissions, the Company provides to its customers compliance testing  for
air emissions  in  accordance  with  certain  federal  and  state  environmental
standards.  In addition, they perform evaluations of process operations for  the
users of  emissions equipment;  and to  a lesser  degree, the  Company  performs
"performance guarantees" for newly purchased abatement equipment for some of its
customers.  The Company also provides  ambient air surveys for new or  renewable
air emission permits.



In addition, the Company also provides industrial hygiene and indoor air quality
evaluations, as  well  as  corrective planning  with  a  full-time  professional
certified industrial hygienist on staff.
<PAGE>7

In the area  of water  waste, the Company  performs analysis  for virtually  all
kinds of  discharge of  water waste.    The company  also evaluates  public  and
private drinking  water  supplies  for compliance  with  existing  environmental
standards.  The  Company performs environmental  analysis of  real property  for
customers involved in the transfer of real property.  This includes the analysis
for lending  institutions  prior  to funding  the  purchase  of  real  property.
Lastly, the Company provides soil analysis primarily for the mining industry.

The following companies  are considered major  customers who  accounted for  ten
percent or more of total environmental  testing and management revenue in  1999,
1998 and 1997.
<TABLE>
<CAPTION>
                                    1999               1998                1997
<S>                           <C>               <C>                 <C>

Company                            Revenue            Revenue             Revenue
Newmont                              2%                  -                  9%
Arthur D. Little                     26%                 -                   -
Owens                                22%                28%                 12%
Amoco                                7%                 8%                  10%
Remediation Technologies             3%                 16%                  -
</TABLE>

As noted under competition, the Environmental Testing and Management industry is
highly competitive.  There are  no relationships  between  the Company  and  its


customers. No adverse  effects have been  noted from the  loss of any  customers
noted above.

Regulation
----------

The  Clean   Drinking  Water   Act  mandates   certification  requirements   for
laboratories that are  engaged in  the analysis of  public drinking  water.   In
addition,  the  Company  is  subject  to  certain  regulations  of  the  Nuclear
Regulatory   Commission   governing   testing   standards   for    environmental
laboratories.

The Environmental  Protection Agency  (EPA)  and Nuclear  Regulatory  Commission
perform periodic  audits  in  the  form of  on-site  walk  throughs  at  testing
facilities and direct  observation of  test procedures.   In  addition, the  EPA
submits "blind samples"  for which  the Company  analyzes and  submits its  test
results.  These results are measured  against standardized testing performed  by
the EPA on the same sample to determine a lab's ability to analyze samples.

In addition, most state environmental  agencies conduct on-site evaluations  for
compliance with established professional testing standards and techniques.

Taxation
--------

The  Company's   environmental   contracts  are   generally   not   individually
significant.  To  the degree  that a  contract is  in process  at year-end,  the
Company employs the completed  contract method of  accounting for income  taxes.
Generally, this method provides that no profit  or loss will be recognized on  a
contract until such  time as the  contract is completed.   In the  environmental
testing business,  there is  no  feasible way  to  determine the  percentage  of
completion for many types of contracts.

EMPLOYEES
---------

As of  the  date  of  this  report, the  Company  has  23  full-time  employees.
(Administration and Accounting 3, Environmental 18 and Corporate Management  2).
All  employees  are  provided   with  the  opportunity   to  participate  in   a
comprehensive health and benefits package.  All eligible employees  participated
in the Company's Employee  Stock Ownership Plan until  it was dissolved in  June
1999. Employees do  have the option  of participating in  the Company's 401  (K)
plan.

None of the employees are represented by  a union and the Company believes  that
its relationship with its employees is good.
<PAGE>8

ITEM 2 - PROPERTIES

PROPERTIES - REAL ESTATE
------------------------

The Company owns facilities  consisting of three  separate buildings located  on
approximately seven acres.

On March 22, 1994, the Company purchased a 7,600 square foot office building and
3,000 square foot laboratory on 4 acres in an industrial park in Casper. In late
1999, the company added a 4,500 square foot addition to this facility for use in
their  environmental  testing  and  management  business.  This  facility   will
accommodate the expected growth of the Company's environmental business and  now
houses the Corporate oil and gas, environmental testing, and accounting offices.

The Company also  owns a  5,000 sq.  ft. building  in San  Marcos, Texas,  which
housed all  environmental  personnel  and  equipment  for  the  Company's  Texas
operations.  This building has been listed for sale.

In addition, W.E.S.T.  rents office space  in Evanston, Wyoming  on a  month-to-
month basis from a third party.

Management believes that the existing facilities are adequate for current needs.

In late 1996, the  Company purchased 33.7 acres  of undeveloped commercial  real
estate in Casper, Wyoming.  The land is adjacent to and fronts Interstate 25 and
is dissected by East Second Street  (the main business thoroughfare in  Casper).
The land was  purchased for less  than 18 cents  per square foot.   There is  no
announced timetable for development of the land.

Disclosures of Oil and Gas Producing Activities
-----------------------------------------------
In accordance  with  FASB  Statement  No.  69  "Disclosure  About  Oil  and  Gas
Activities", the Company presents estimates of oil and gas reserves in order  to
assist the reader in making an  evaluation of the Company's reserves.   Inherent
in the reserve evaluation process are numerous risks associated with  attempting
to quantify unknown volumes and unknown costs. The reader is reminded  therefore
that the  following  information is  not  presented  as actual,  but  rather  as
estimates of future expectations. The following reserve information was based on
year-end prices.  The reader is reminded that oil and gas prices have fluctuated
since year-end and management foresees further fluctuation, both up and down.
<TABLE>
<CAPTION>
         CAPITALIZED COSTS RELATING TO OIL AND GAS PRODUCING ACTIVITIES
                   (All Activities are in the United States)

                                                       DECEMBER 31,
                                                       ------------
                                              1999          1998         1997
                                              ----          ----         ----
<S>                                        <C>            <C>          <C>
Proved oil and gas properties            $   1,525,000  $ 1,655,000 $  1,659,000
Unproved oil and gas properties                 14,000       14,000       29,000

                                             1,539,000    1,669,000    1,688,000
Accumulated depreciation, depletion
      and amortization, and valuation
      allowances                               956,000      903,000      834,000

Net Capitalized costs                    $     583,000  $   766,000 $    854,000


</TABLE>
<PAGE>9
<TABLE>
<CAPTION>
     COST INCURRED IN OIL AND GAS ACQUISITION, EXPLORATION, AND DEVELOPMENT
              ACTIVITIES (All Activities are in the United States)

                                             Year Ended December 31,
                                           1999         1998          1997
                                           ----         ----          ----
<S>                                      <C>          <C>          <C>
Acquisition of properties
     Proved                            $      -     $      -     $       -
     Unproved                                 -            -             -
     Exploration costs                        -            -             -
     Development costs                      1,000        3,000       69,000

                                       $    1,000   $    3,000   $   69,000


</TABLE>
<TABLE>
<CAPTION>
                 RESULTS OF OPERATIONS FOR PRODUCING ACTIVITIES
                   (All operations are in the United States)

                                                      1999         1998          1997
                                                      ----         ----          ----
<S>                                                  <C>          <C>           <C>
Revenues:
     Oil and gas sales                             $ 169,000    $ 236,000     $ 322,000
     Gain on sale of assets                               -            -         11,000

                                                     169,000      236,000       333,000

Expenses:
     Production costs                                 40,000       46,000       129,000
     Unsuccessful exploration                          3,000        7,000        10,000
     Depreciation, depletion valuation
       provisions and impairments                    183,000       84,000       111,000

                                                     226,000      137,000       250,000

                                                     (57,000 )     99,000        83,000
     Income Tax                                           -            -             -
Results of operations from producing
     activities (excluding corporate overhead
     and interest costs)                           $ (57,000 )  $  99,000     $  83,000


</TABLE>
Change in reserves

The Company has not had reserve(1)  reports prepared since 1991, because of  the
cost to prepare  and oil and  gas sales being  a minor amount  on the  Company's
Statements of Operations. When required to  prepare a reserve report to  present
information as required by  FASB 69, the Company  authorized a reserve study  at
the end of 1999. The study was revised subsequent to the original filing of  the
Company's Form 10-K to conform  to SEC Rules on  price and definition of  proved
reserves.

The Company's major Reserves come from  the Brundage Canyon Project in  Duchesne
County, Utah. The Company is showing 67,000 barrels of oil and 52,000 mcf's  gas
on this project  of which  31,000 barrels of  oil and  28,000 mcf's  of gas  are
proved undeveloped on a direct effect offset to a producing well. Other reserves
are 203,000 mcf's on  the Yellow Creek Deep  Prospect in Uinta County,  Wyoming,
134,000 mcf's on the Recluse field in Campbell County, Wyoming and 109,000 mcf's
on the Red Eagle Property in Washakie County, Oklahoma

(1) The reserves were  determined by an independent  consulting geologist as  of
December 31, 1999.
<PAGE>10
<TABLE>
<CAPTION>
                          RESERVE QUANTITY INFORMATION
<PAGE>

                    (All Reserves are in the United States)
                                              1999               1998              1997
                                              ----               ----              ----
                                           Bbls McF           Bbls McF           Bbls McF
<S>                                     <C>     <C>       <C>      <C>       <C>      <C>
Proved developed
and undeveloped reserves
   (a) (b)
Beginning of year                        49,336   478,745   89,508   601,936  100,508  650,936
Revision of previous estimates           32,272    97,365 (31,872)  (55,191)        -        -
Purchase of minerals in place                 -         -        -         -        -        -
Extension and discoveries                     -         -        -         -        -        -
Production                              (5,300)  (48,000)  (8,300)  (68,000) (11,000) (49,000)
Sales or exchange of minerals in place        -         -        -         -        -        -

                                         76,308   528,110   49,336   478,745   89,508  601,936


Proved developed reserves:
Beginning of year                        49,336   478,745   58,624   573,689   69,624  622,689
End of Year                              45,424   500,217   49,336   478,745   58,624  573,689
<FN>
(a)  The Company has no oil and gas applicable to long-term supply agreements
     with Government or authorities in which the Company acts as producer.
(b)   The Company does not file reserve reports with any Federal authority or
   agency.
</TABLE>
<TABLE>
<CAPTION>
  STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOW AND CHANGES THEREIN
                     RELATED TO PROVED OIL AND GAS RESERVES


                    (All Reserves are in the United States)

                      Standardized Measure is as follows:

                                                   1999            1998           1997
                                                   ----            ----           ----
<S>                                             <C>             <C>            <C>
Future cash flows                             $  2,862,000    $  1,147,000  $   2,223,000
Future production and development cost            (832,000 )      (301,000 )     (542,000 )
Future Income taxes                                   -               -               -

Future net cash flows                            2,030,000         846,000      1,681,000
10% annual discount rate                          (936,000 )      (421,000 )     (778,000 )

     Discounted future net cash flows         $  1,094,000    $    425,000  $     903,000


The following are the principal sources of
change in the standardized measure of
discounted future net cash flows:

Balance, beginning of the year                $    425,000    $    903,000  $   1,503,000
Sales, net of production cost                     (129,000 )      (179,000 )     (187,000 )
Net Changes in process and production
   costs                                           269,000          30,000       (494,000 )
Discoveries and purchase of reserves in
   place                                                -               -               -
Development costs incurred                              -           (3,000 )      (69,000 )
Revision of previous quantity estimates            486,000        (416,000 )         -
Accretion of discount                               43,000          90,000        150,000

     Balance, end of year                     $  1,094,000    $    425,000  $     903,000


</TABLE>
<PAGE>11


Net Quantities of Oil and Gas Produced
--------------------------------------

The net quantities of  oil and gas produced  by the Company  during each of  the
last three fiscal years are as follow:
<TABLE>
<CAPTION>
            Oil (bbls)   Gas (Mcf)
            ----------   ---------
<S>         <C>         <C>
   1999           5,300      48,000
   1998           8,300      68,000
   1997          11,000      49,000
</TABLE>
Average Sales Price and Production Costs
----------------------------------------

The following table reflects information concerning each of the last three
fiscal years:
<TABLE>
<CAPTION>
                                 1999        1998        1997
                                 ----        ----        ----
<S>                           <C>         <C>         <C>
Average sales price per bbl      14.10      $12.03      $18.25
Average sales price per MCF      1.96          1.99        2.30
Average production cost per
  net equivalent bbl*            3.30          2.32        6.55
<FN>
* Natural gas has been converted into equivalent bbls using a conversion ratio
of 6:1.
</TABLE>
Productive Wells
----------------

The following table reflects the total gross and net wells, expressed separately
for oil and gas as of December 31, 1999.

                      Gross                                     Net
                      -----                                     ---
                 Oil        Gas                         Oil          Gas
                 21         47                          1.23        0.94

Drilling Activity
-----------------

The following reflects the exploratory and development wells drilled for the
past three years.
<TABLE>
<CAPTION>
                               Exploratory Wells
                               -----------------
           Productive               Dry               Total Wells
           ----------               ---               -----------
        Gross       Net       Gross       Net       Gross       Net
<S>   <C>        <C>        <C>        <C>        <C>        <C>
1999      0          0          0          0          0          0
1998      0          0          0          0          0          0
1997      0          0          0          0          0          0
</TABLE>


<TABLE>
<CAPTION>
                               Development Wells
                               -----------------
           Productive               Dry               Total Wells
           ----------               ---               -----------
<S>   <C>        <C>        <C>        <C>        <C>        <C>
1999      0          0          0          0          0          0
1998      0          0          0          0          0          0
1997      0          0          0          0          0          0
</TABLE>

The Company has not participated in  the drilling of exploratory wells in  1999,
1998 nor 1997.   The  Company did not  participate in  drilling any  development
wells in 1999, 1998 or 1997.
<PAGE>12
Title to Properties
-------------------

As is  customary in  the oil  and gas  industry, a  preliminary title  check  is
conducted at the time properties believed to be suitable for drilling operations
are acquired by the  Company.  Before the  commencement of drilling  operations,
curative work determined  to be appropriate  because of a  title examination  is
customarily performed with  respect to  significant defects  before the  Company
commences such  operations.    The  Company  believes  that  the  title  to  its
properties is marketable  in accordance with  standards generally acceptable  in
the oil and gas industry.


ITEM 3 - LEGAL PROCEEDINGS




The Company is not involved  in or aware of  any pending or threatened  material
legal proceedings, to which the Company is a party or which any of its  property
is the subject.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

No matters were submitted during the Fourth Quarter of the fiscal year covered
by this report to a vote of security holders.
<PAGE>13


                                    PART II


ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED MATTERS


The Company's  Common Stock  is traded  in the  over-the-counter market  and  is
quoted by  NASDAQ  under the  symbol  "HAWK".   The  high and  low  closing  bid
quotations for the  calendar period indicated,  as reported by  NASDAQ and  then
restated to reflect the February, 1998, 20 for 1 reverse stock split, are  shown
in the following table:
<TABLE>
<CAPTION>
                                              Bid Price
                                              ---------
                                     HIGH                  LOW
                                     ----                  ---
<S>   <C>                     <C>                 <C>
1997: First Quarter                  3 1/2                3 1/8
      Second Quarter                 3 1/8                1 1/4
      Third Quarter                  4 3/8                1 7/8
      Fourth Quarter                 3 1/8                1 1/4

1998: First Quarter                  2 1/2                 5/8
      Second Quarter                 1 5/8                 7/8
      Third Quarter                 1 11/16                 1
      Fourth Quarter                1 29/32               1 1/8

1999: First Quarter                     7/8                7/8
      Second Quarter                 1 1/2                1 1/2
      Third Quarter                  1 1/8                  1
      Fourth Quarter                 1 1/8               1 1/32

</TABLE>
Bid quotations represent prices between dealers,  do not include retail  markup,
markdown, or commissions and do not necessarily represent actual transactions.


Number of Shareholders
----------------------

As of March 3, 2000, there  were 815 holders of  record of the Company's  Common
Stock.


Dividends
---------

The Company has never paid any dividends on  its common stock and does not  have
any current plans to pay  any dividends in the  foreseeable future.  Should  the
Company determine at  some future date  that the payment  of dividends would  be
desirable, any such dividends would be dependent upon the earnings and financial
condition of the Company.
<PAGE>14
ITEM 6 - FINANCIAL DATA

All data as retroactively restated to conform to Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes and APB 17 regarding
amortization of goodwill.
<TABLE>
<CAPTION>
                                       Year Ended December 31,
                                       -----------------------
                                   1999           1998           1997           1996           1995
                                   ----           ----           ----           ----           ----
<S>                             <C>            <C>            <C>            <C>            <C>
Operating revenues from
 continuing operations        $  2,678,000   $  2,445,000   $  2,131,000   $  2,146,000   $  3,293,000

Net income (loss) from
 continuing operations             (11,000 )      140,000       (285,000 ) $   (741,000 ) $    100,000

Net income (loss)                  (11,000 )      140,000       (285,000 )     (754,000 )     (284,000)

Income (loss) from continuing
 operations per share*                (.01 )          .10           (.21 )         (.55 )          .08

Net income (loss per share:)          (.01 )          .10           (.21 )         (.56 )         (.21)

Total assets                     2,925,000      3,000,000      3,147,000      3,739,000      3,988,000

Long-term debt                     279,000        340,000        415,000        445,000        493,000

Shareholders' equity             2,070,000      2,098,000      1,965,000      2,211,000      2,965,000

Dividends declared per share             -              -              -              -              -
<FN>
*  As restated for 20:1 reverse stock split.
</TABLE>
<PAGE>15
ITEM 7-MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Liquidity and Capital Resources
-------------------------------

During 1999,  management  continued  to  make  positive  steps  to  improve  the
financial position of the Company.  During the first six months of the year  the
Company negotiated two large  contracts that helped  increase total revenues  by
$233,000.

The Company through local banks has  still been able to use accounts  receivable
as collateral  for  short-term  borrowings  for  current  cash  demands  in  its
environmental engineering business.  These  short-term borrowings, along with  a
$200,000 revolving line of credit, has  enabled the Company to perform on  large
contracts in its  environmental engineering segment.  At December  31, 1999  the
Company had borrowed $145,000 from the line  of credit. The Company still has  a
$155,000 line of credit for its oil and  gas operations.  At December 31,  1999,
the Company had borrowed $65,000 from this line of credit.

During 1999, the Company purchased $294,000  in property and equipment  compared
to $216,000 in  1998.  Of  the $294,000 purchased  in 1999, $73,000  was for  an
addition to its building located at 913 Foster Road in Natrona County,  Wyoming.
This addition was to aid its  environmental engineering segment.  The  remainder
of the additions was  mainly for the environmental  engineering segment, as  the
Company needed  additional equipment  to handle  several large  contracts.   The
Company also used  part of the  $294,000 to purchase  a computer networking  and
accounting system for the Company's offices.

Shown in current liabilities, notes payable,  is a $73,000 building loan,  which
is in the process of being negotiated into  a long-term loan with a local  bank.
The Company  reduced  short and  long-term  debt  by $37,000  during  the  year;
excluding the building loan the Company would have reduced debt by $110,000.

The Company continues to attempt to sell or lease its facilities in San  Marcos,
Texas.  The sale of  this property would have  a significant positive impact  on
the Company's liquidity and capital resources.

The Company continues to hold 33.7  acres of undeveloped commercial real  estate
outside Casper, Wyoming, which it purchased in late 1996.  The land is  adjacent
to, and fronts, Interstate 25  and will be bisected  by Second Street (the  main
business thoroughfare in Casper) if future  city expansion continues.  The  land
was purchased for  less than 18  cents per square  foot.   Business real  estate
development has  increased  at  adjoining properties,  with  major  corporations
moving into the area.  There is  no announced timetable for development of  this
land.

The following information is provided for the years ending December 31, 1999 and
1998:


<TABLE>
<CAPTION>
                                                 1999           1998
                                                 ----           ----
<S>                                            <C>           <C>
Working Capital                              $  157,000  * $   204,000 *
Long-term debt to equity                         1:7.4         1:6.1
Cash provided by operations                     297,000        136,000
Cash and short-term investments available       228,000        262,000
<FN>
* $73,000 and $140,000  loan on office building  listed as current liability  in
1999 and 1998.
</TABLE>
After impairment, Management believes that the  carrying value of producing  oil
and gas  properties is  not in  excess of  the fair  value.   Carrying value  of
producing properties, net of depletion and  depreciation, is $584,000.  Oil  and
gas revenues, net of expenses, were  $125,000 for the year before  depreciation,
depletion, and impairment.   As many of the  Company's producing properties  are
natural gas properties, with  lives in excess of  twenty-five years, we  believe
the carrying value is fully recoverable.
<PAGE>16
In addition,  the  Company  has  carrying  value  of  $14,000  on  non-producing
properties, which is net of an  allowance for impairment of $2,000.   Management
believes, since  the  majority  of  the  non-producing  properties  are  mineral
interests, the allowance is adequate and the remaining costs in the assets  will
be recovered.

Management knows of no environmental assessment problems or of the potential  of
any such environmental assessment.  All purchased real estate had  environmental
studies performed prior to  purchase and our  environmental laboratory has  been


instructed on the appropriate procedures for disposal of various kinds of wastes
(although relatively insignificant in amount). Wastes are tested prior to  legal
disposal as part of an environmental assurance program.


Results of operations
---------------------

Environmental revenues increased to $2,499,000 in  1999 from $2,211.000 in  1998
and $1,792,000  in  1997, demonstrating  a  13% increase  from  1998 and  a  39%
increase above 1997.  These increases  were the result of the Company  acquiring
several large clients in 1999 and  1998 while maintaining the Company's  regular
clients.  Environmental expenses increased from $1,856,000 in 1998 to $2,148,000
in 1999, a 16% increase. This increase was the result of increased costs due  to
increased work.  Environmental expenses increased by $110,000 from 1997 to 1998.
This was also the result  of increased work. Below  is a table illustrating  net
revenues and operating expenses for the Company's environmental industry:
<TABLE>
<CAPTION>
                                   1999           1998            1997
                                   ----           ----            ----
<S>                             <C>            <C>             <C>
Sales                         $ 2,499,000    $  2,211,000   $  1,792,000
Operating Expenses              2,148,000       1,856,000      1,746,000

                              $  351,000    $    355,000   $     46,000


</TABLE>

Oil and gas sales declined from $236,000 in 1998 to $169,000 in 1999. This was a
28% decline between 1998  and 1999.   This decline was  the result of  declining
production largely caused by operator's shutting-in oil and gas wells due to low
oil and gas prices for most  of the years of 1998 and  1999.  Oil and gas  sales
declined from $322,000  in 1997 to  $236,000 in 1998.  This was  a 27%  decline.
This decline from  1997 to 1998  was the result  of falling prices  in 1998  and
flush production from three wells drilled in late 1996, benefitting 1997  sales.
Oil and gas expenses decreased from  $53,000 in 1998 to  $44,000 in 1999, a  17%
decrease. This was the result of fewer wells  being operated due to low oil  and
gas prices.   Oil  and gas  expenses also  decreased from  $139,000 in  1997  to
$53,000 in  1998.  This  decline  was largely  due  to  less  maintenance  being
performed due to lower prices received  for oil during 1998.   Below is a  table
showing revenues and operating expenses per  year for the Company's oil and  gas
industry:
<TABLE>
<CAPTION>
                         1999           1998            1997
                         ----           ----            ----
<S>                   <C>            <C>             <C>
Sales               $   169,000    $    236,000   $    322,000
Operating Expenses       44,000          53,000        139,000

                    $   125,000    $    183,000   $    183,000


</TABLE>

Depreciation, depletion  and  amortization were  $329,000  in 1999  compared  to
$218,000 in 1998. This was a 57% increase  caused by impairments of oil and  gas
properties in the amount of $130,000 (see Note 14 write down of impaired oil and
gas properties). Using the provisions of FASB No. 121 " Impairment of Long Lived
Assets", the company  decided due  to low  prices and  declining production  the
properties were not  worth the carrying  value on the  books.   Other than  this
impairment, depreciation, depletion, and amortization was fairly stable for  the
two years.    Depreciation, depletion  and  amortization was  $264,000  in  1997
compared to $218,000 in 1998. This decrease from 1997 to 1998 was a result of  a
decline in production from prior years in the Brundage Canyon Field and the sale
of the buildings located at 6WN Road in Natrona County, Wyoming.
<PAGE>17
General and administrative costs decreased from $200,000 in 1998 to $129,000  in
1999; this decrease was  caused by certain cost  cutting activities such as  the
Company decreasing staff and the costs related to those employees.  General  and
administrative costs declined from $238,000 in  1997 to $200,000 in 1998,  which
was also the result of cuts in employees and their related expenses.

Interest expense  decreased  from $70,000  in  1998  to $59,000  in  1999.  This
decrease was the result  of lower borrowing base  for most of  the year and  low
interest rates on most of the Company's loans.  Also decreasing interest expense
in 1999 was the sale of the Company's properties on 6WN Road in Natrona  County,
Wyoming and no longer having the associated notes payable on these properties in
1999. Interest expense was approximately the same for years 1997 and 1998.

Interest income  was $13,000  in 1999  compared  to $23,000  in 1998.  The  1998
interest income was aided by a one time collection of interest on royalties that
were not paid in the period  allowed, otherwise interest income would have  been
the same.  Interest income for 1998 compared to 1997 was $3,000 higher. This  as
noted above in 1998, was the result of interest collected on royalties not  paid
in the period allowed.

Overall, total  revenues increased  by 10%  during  1999, because  of  acquiring
several large contracts  in the environmental  testing and management  industry.
This increase more than compensated  for the decline in  oil and gas prices  and
production.  Total operating expenses increased by 14%, primarily the result  of
higher  costs  in  the  environmental  testing  and  management  industry,   and
impairments in oil and gas properties which more than offset declines in general
and administrative costs and lower operating costs in the oil and gas industry.


Year 2000 Compliance
--------------------

Year 2000 compliance is the ability of computer hardware and software to respond
to the problems posed by the fact that computer programs traditionally have used
two digits  rather  than  four  digits  to  define  an  applicable  year.  As  a
consequence, any of  the Company's  computer programs  that have  date-sensitive
software may recognize a  date using the  year 1900 rather  than the year  2000.
This could result in a system failure or miscalculations causing interruption of
operations, including temporary  inability to perform  accounting functions  and
delays in the receipt of payments from purchasers of oil and gas production  and
environmental testing customers. The company identified and is in the process of
correcting applications. New software systems were fully operational in December
1999. We  are  also working  with  our vendors  and  suppliers to  assess  their
compliance. Costs to modify such applications  remain immaterial to our  results
of operations  or  financial condition.    Letters have  been  accumulated  from
significant customers regarding  year 2000 compliance.   Assurance letters  have
also been received from all financial institutions. The relationships with third
parties have been evaluated based on assurances presented.  Failure of customers
to be year 2000 compliant may lead to delays in payments and lost revenue to the
Company. Although  the  Company  believes its  major  customers  are  year  2000
complaint, there  is  no assurance  that  this is  the  case. In  the  event  of
disruptions caused  by failure  of  customers to  be  year 2000  compliant,  the
Company believes there will be alternative purchases of the Company's production
and the Environmental testing services and the Customer base is diversified over
enough customers to avoid Company hardship.

No problems have been encountered as a result of Year 2000.
<PAGE>18
ITEM 8 - FINANCIAL STATEMENTS

Hawks Industries, Inc. and Subsidiaries


Index to Consolidated Financial Statements

Report of Certified Public Accountants on
    the Financial Statements                             20
Consolidated Balance Sheets                              21
Consolidated Statements of Operations                    22
Consolidated Statements of Shareholders' Equity          23
Consolidated Statements of Cash Flows                    24
Notes to Consolidated Financial Statements               25-37
<PAGE>19

          ------------------------------------------------------------
                        LOVELETT, HARGENS & SKOGEN, P.C.
                        ------- --------- ------- ------
                          Certified Public Accountants

                          INDEPENDENT AUDITORS' REPORT

To the Shareholders and Board of Directors
Hawks Industries, Inc.
Casper, Wyoming



We  have  audited  the  accompanying   consolidated  balance  sheets  of   Hawks
Industries, Inc.  and subsidiaries  as of  December 31,  1999 and  1998 and  the
related consolidated statements  of operations, shareholders'  equity, and  cash
flows for the years ended December  31, 1999, 1998 and 1997. 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.

As more fully described in Note 17, subsequent to the issuance of the  Company's
1999 financial statements and our report thereon dated March 2, 2000, we  became
aware that those financial statements were prepared using a reserve report which
was incorrect, incorrectly reflected gains and  earnings for assets transfer  to
an LLC in  which the  Company has  a minority  interest, and  failed to  reflect
amortization of  goodwill.   Accordingly, the  1999,  1998, and  1997  financial
statements have  been  restated.    In our  original  report,  we  expressed  an
unqualified opinion on the  1999, 1998, and 1997  financial statements, and  our
opinion on the revised statements, as expressed herein, remains unqualified.

In our report dated February 12, 1999, we expressed an opinion that the 1998 and
1997 financial statements did not fairly present financial position, results  of
operations and  cash  flows in  conformity  with generally  accepted  accounting
principles because  the Company  had not  provided for  recognition of  deferred
taxes in accordance with  Statement of Financial  Accounting Standards No.  109,
Accounting for Income Taxes. As described in Note 4, the Company has changed its
method of accounting for that item and has restated its 1998 and 1997  financial
statements  to   conform   with  generally   accepted   accounting   principles.
Accordingly, our present opinion on the  1998 and 1997 financial statements,  as
presented herein, is different from that expressed in our previous report.

In our opinion, the consolidated financial statements referred to above  present
fairly, in all material  respects, the financial  position of Hawks  Industries,
Inc. and subsidiaries as of December 31, 1999 and 1998 and the results of  their
operations and their cash flows for the years ended December 31, 1999, 1998  and
1997, in conformity with generally accepted accounting principles.


                                   /s/ Lovelett, Hargens & Skogen, P.C.
Casper, Wyoming
March 2, 2000, except as to the third paragraph above
and Note 17, which are as of June 9, 2000
<PAGE>20
<TABLE>
<CAPTION>

                    HAWKS INDUSTRIES, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                           December 31, 1999 and 1998

                        ASSETS                                          1999           1998
                        ------                                          ----           ----
<S>                                                                  <C>            <C>
CURRENT ASSETS
   Cash                                                             $     28,000  $      60,000
   Accounts receivable                                                   429,000        425,000
   Short-term investments                                                200,000        202,000
   Costs on uncompleted contracts in excess of related billings            9,000         15,000
   Other current assets                                                   67,000         64,000

      Total current assets                                               733,000        766,000

PROPERTY AND EQUIPMENT, net
 (successful efforts method)                                           1,673,000      1,703,000

INVESTMENTS AND OTHER ASSETS
   Note Receivable                                                        29,000         35,000
   Land Investment                                                       196,000        196,000
   Available for sale investment                                         100,000        100,000
   Goodwill, net of amortization                                         128,000        138,000
   Equity investment                                                      30,000              -
   Other Assets, net                                                      36,000         62,000

                                                                         519,000        531,000

                                                                    $  2,925,000  $   3,000,000


    LIABILITIES AND SHAREHOLDERS' EQUITY
     ------------------------------------
CURRENT LIABILITIES
   Notes payable                                                    $    283,000  $     203,000
   Current maturities of long-term debt                                   72,000        128,000
   Accounts payable                                                      172,000        195,000
   Accrued liabilities                                                    49,000         36,000

      Total current liabilities                                          576,000        562,000

LONG TERM DEBT                                                           279,000        340,000

CONTINGENT LIABILITY ( See Note 13)                                            -              -

SHAREHOLDERS' EQUITY
   Capital stock:
   Preferred stock, $.01 par value; authorized 997,000 shares; no
       shares issued                                                          -              -
   Common stock, $.01 par value, authorized 5,000,000 Shares;
       shares issued 1,351,513 in 1999 and 1998                           13,000         13,000
   Capital in excess of par value of common stock                      3,046,000      3,046,000
   Retained (deficit)                                                   (965,000)      (954,000)
   Less Common Stock held in treasury at cost, 24,808 and 6,175
      shares in 1999 and 1998, respectively                              (24,000)        (7,000)
                                                                       2,070,000      2,098,000

                                                                    $  2,925,000  $   3,000,000


<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>21
<TABLE>
<CAPTION>
                    HAWKS INDUSTRIES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS


                  Years ended December 31, 1999, 1998 and 1997

                                                  1999           1998           1997
                                                  ----           ----           ----
<S>                                            <C>            <C>            <C>
Operating revenue:
   Oil and gas                               $    169,000   $    236,000   $    322,000
   Environmental testing and management         2,499,000      2,211,000      1,792,000
   Gain (loss) on sale of assets                   10,000         (2,000 )       17,000

                                                2,678,000      2,445,000      2,131,000

Operating expenses:
   Oil and gas                                     44,000         53,000        139,000
   Environmental testing and management         2,148,000      1,856,000      1,746,000
   Depreciation, depletion and amortization       329,000        218,000        264,000
   General and administrative                     129,000        200,000        238,000

                                                2,650,000      2,327,000      2,387,000

Operating income (loss)                            28,000        118,000       (256,000 )
Other income (expense):
   Other income                                     7,000         21,000         34,000
   Interest income                                 13,000         23,000         20,000
   Interest expense                               (59,000 )      (70,000 )      (72,000 )
   Sale of buildings                                    -         48,000              -

Loss (Gain) before taxes                          (11,000 )      140,000       (274,000 )

Provision for taxes:
   Current                                              -              -              -
   Deferred                                             -              -        (11,000 )

                                                        -              -        (11,000 )

Net Loss (Income)                            $    (11,000 ) $    140,000   $   (285,000 )


Weighted average number of
     common shares outstanding                  1,314,593      1,351,451      1,351,147


 Loss (earnings)per common share             $       (.01 ) $        .10   $       (.21 )



<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>22
<TABLE>
<CAPTION>
                    HAWKS INDUSTRIES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                  Years Ended December 31, 1999, 1998 and 1997

                                                                        Accumu-
                                                         Capital in      lated            Common Stock
                                Common Stock Issued       Excess of     Earnings        Held in Treasury
                                -------------------                                     ----------------
                                Shares       Amount       Par Value    (Deficit)      Shares        Amount
                                ------       ------       ---------    ---------      ------        ------
<S>                           <C>          <C>           <C>          <C>          <C>           <C>
Balance January 1, 1997,
     As originally reported    1,339,443  $  13,000    $  3,007,000  $   (772,000)           -  $          -
Prior period adjustment                -           -              -       (37,000)           -             -

Balance January 1, 1997,
     As restated               1,339,443  $  13,000    $  3,007,000  $   (809,000)           -  $          -
Stock issued to Employee
  Stock Ownership Plan Trust      11,967            -        39,000             -            -             -
Net loss, as restated                  -            -             -      (285,000)           -             -

Balance December 31, 1997      1,351,410        13,000    3,046,000    (1,094,000)           -             -
Purchase of Treasury Stock             -             -            -             -        6,175         7,000
Additional Shares issued
  in 20 for 1 Reverse Split          103             -            -             -            -             -
Net Income, as restated                -             -            -       140,000            -             -

Balance December 31, 1998      1,351,513        13,000    3,046,000      (954,000)       6,175         7,000
Purchase of Treasury Stock           -             -             -            -         60,000        59,000
Sale of Treasury Stock               -             -             -            -        (10,000       (10,000)
Transfer to ESOP                     -             -             -            -        (31,367       (32,000)
Net income, as restated              -             -             -       (11,000)            -            -

Balance December 31, 1999      1,351,513  $     13,000 $  3,046,000  $   (965,000)      24,808  $     24,000



<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>23
<TABLE>
<CAPTION>


                    HAWKS INDUSTRIES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                  Years Ended December 31, 1999, 1998 and 1997

                                                           1999          1998          1997
                                                           ----          ----          ----
<S>                                                      <C>           <C>           <C>
Cash flows from operating activities:
   Net income (loss) from operations                   $  (11,000)   $   140,000   $  (285,000 )
   Adjustments to reconcile net income (loss) to net
     cash provided by (used in) operating activities
     Depreciation, depletion and amortization              199,000       218,000       264,000
     Deferred tax adjustment                                     -             -        11,000
     Net gain on sale of assets                            (10,000 )     (46,000 )     (17,000 )
     Impairment of oil and gas
       property                                            130,000         5,000         6,000
     Changes in operating assets and liabilities:
        Increase in accounts receivable                     (4,000 )     (95,000 )     (10,000 )
        Decrease (increase) in costs in excess of
          billings and other current assets                  3,000       (17,000 )      41,000
        Decrease in accounts payable and
            accrued expenses                               (10,000 )     (69,000 )    (158,000 )

Net cash flows provided by (used in) oper. activities      297,000       136,000      (148,000 )


Cash flow from investing activities:
   Purchases of property and equipment                    (294,000 )    (216,000 )    (122,000 )
   Proceeds from sale of properties                         15,000       358,000        33,000
   Decrease (Increase) in other assets                      26,000       (42,000 )      (2,000 )
   Equity investment                                       (30,000 )           -             -
   Decrease in land investment                                   -         6,000             -
   Decrease in note receivable                               6,000         3,000         4,000
   Decrease in short-term investments                        2,000         3,000       366,000

Net cash (used in) provided by investing activities       (275,000 )     112,000       279,000


Cash flows from financing activities:
   Purchases of Treasury Stock                             (60,000 )      (7,000 )           -
   Sale of Treasury Stock                                   43,000             -             -
   Proceeds from debt obligations incurred                 152,000       137,000       200,000
   Reduction of debt obligations                          (189,000 )    (348,000 )    (349,000 )

Net cash (used in) financing activities                    (54,000 )    (218,000 )    (149,000 )


(Decrease) increase in cash and cash equivalents           (32,000 )      30,000       (18,000 )
Cash and cash equivalents at beginning of year              60,000        30,000        48,000

Cash and cash equivalents at end of year               $    28,000   $    60,000   $    30,000


<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>24
                    HAWKS INDUSTRIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.   Nature of Business and Significant Accounting Policies

Nature of business:


The Company, through its subsidiary, Western Environmental Services and Testing,
Inc. (WEST),  acquired in  1992, is  engaged in  the environmental  testing  and
management business.  WEST's emphasis and  area of greatest expertise is in  air
quality  testing.    Professional  air  quality  evaluations  are  performed  to
determine the  emissions  of  pollutants into  the  atmosphere  from  industrial
sources.  Industrial  hygiene, along  with indoor  air quality  for the  general
public and private business sectors, is also provided.

The chemical laboratory, with  analytical services for air,  soils and water  is
located at the Casper facility.  During 1993, WEST formed a subsidiary,  Western
Environmental Services, Inc. to manage environmental remediation and  clean-ups.
Due to the decline in the  funding of clean-ups nationwide, this subsidiary  was
closed in 1999.

The Company provides services to the  general public, although most clients  are
industrial entities.   Fees for  services are due  upon receipt  of invoice  and
normally collected within sixty to ninety days.

In December of 1999, through its wholly owned subsidiary, Western  Environmental
Services &  Testing, Inc.,  the  Company and  an  outside laboratory,  sold  lab
equipment to a limited liability company,  Enviro Test Laboratories, LLC.   This
laboratory was formed to  provide analytical services for  air, soils and  water
for private, industrial, and government entities.  The Company will be a  member
with a 30% interest in the  LLC. At December 31, 1999 the  LLC was still in  the
formation stage and had no activities.

The Company is  also presently  engaged in investing  in oil  and gas  producing
properties with an emphasis on non-operating interests.  Previously the  Company
had been involved in exploration and  production activity but has  de-emphasized
this part of the oil and gas business in the last five years.  Sales of oil  and
gas are  made  to domestic  petroleum  purchasing and  refining  companies  with
payment normally received within thirty to sixty days of date of sale.

The Company formed Central Wyoming Properties, Inc. (a wholly owned  subsidiary)
in 1996  to acquire  real estate  investments.   The  Company, through  a  joint
venture with outside parties,  to date, has acquired  an ownership share of  one
property.  Hawks and Central Wyoming Properties, Inc. have an undivided interest
in the land investment.

This summary of significant  accounting policies of  Hawks Industries, Inc.  and
subsidiaries (the Company) is presented to assist in understanding the Company's
financial statements. The financial statements and notes are representations  of
the  Company's  management.  These  accounting  policies  conform  to  generally
accepted accounting  principles  and  have  been  consistently  applied  in  the
preparation of the financial statements.

Principles of consolidation:

The Consolidated Financial Statements  include the accounts  of the Company  and
its subsidiaries. In  consolidation, all significant  intercompany accounts  and
transactions have  been eliminated.   Enviro  Test  Laboratories, LLC  is  being
reported on the equity method.
<PAGE>25
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.   Nature of Business and Significant Accounting Policies (continued)

The  Company  has  one  wholly  owned  oil  and  gas  subsidiary,   Burton/Hawks
Exploration Co., Ltd.

The Company also owns 100% of W.E.S.T. which provides environmental testing  and
management  services.    W.E.S.T.  has  one  wholly  owned  subsidiary,  Western
Environmental Services, Inc. which  managed environmental clean-up projects  and
performs site evaluations.

The Company also owns  100% of Central Wyoming  Properties, Inc. which has  real
estate investments.

Cash equivalents:

For purposes of the Statement of Cash Flows, the Company considers highly liquid
debt instruments purchased with a  maturity of three months  or less to be  cash
equivalents.

Concentration of credit risk for cash held at banks:

The Federal Deposit  Insurance Corporation insures  up to  $100,000 of  deposits
maintained at any one financial institution.  On December 31, 1999, the  Company
had approximately $128,000 in excess of insured levels.

Accounts receivable:

Accounts receivable consist of regular receivables from customers.

Property and equipment:

The Company uses  the successful efforts  method of accounting  for oil and  gas
producing  activities  as  prescribed  by  Statement  of  Financial   Accounting
Standards (SFAS) Statement No.  19, "Financial Accounting  and Reporting by  Oil
and Gas Producing  Companies".   Under this  method, the  costs of  unsuccessful
exploratory wells and delay rentals are expensed as incurred.  Lease acquisition
costs and  costs  of  drilling and  equipping  productive  exploratory  and  all
development wells  are capitalized.   Depreciation  and depletion  of  producing
properties and  equipment is  computed by  the unit-of-production  method  using
Company estimates  of unrecovered  proved producing  oil  and gas  reserves.  An
allowance for  impairment  has been  established  and expense  charged  for  the
estimated  impairment  of  non-producing  (unproved)  leasehold  interests.  The
allowance is determined  based on future  expiration of  leases and  information
obtained by management regarding possible drilling activity.

In addition, unamortized  capital costs of  proved oil and  gas properties at  a
field level are reduced to fair value if the sum of expected undiscounted future
cash flows  is less  than net  book value.   In  accordance with  SFAS No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of", fair  value is determined by  discounting expected future  cash
flows from proved reserves  using 10% and 15%  discount rates commensurate  with
the risks involved.

Buildings and  leasehold improvements,  furniture and  fixtures,  transportation
equipment, and engineering and lab equipment are stated at cost and  depreciated
over their estimated useful lives ranging from three to forty years  principally
by the straight-line method.
<PAGE>26
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 1.   Nature of Business and Significant Accounting Policies (continued)

The costs  of maintenance  and  repairs are  charged  to operating  expenses  as
incurred.   The  costs of  significant  additions, renewals  and  betterment  of
properties are capitalized and depreciated over the remaining or extended useful
lives of the properties.

Environmental testing revenue and cost recognition:

Income from  environmental  testing  contracts is  reflected  in  the  financial
statements by  the  completed  contract method  whereby  income  and  costs  are
recognized when the  testing has been  completed and a  report has been  issued.
The Company  is in  the environmental  testing  business.   Due to  the  process
involved, there is  no way feasible  to accurately determine  the percentage  of
completion at any time during the process.

An average contract takes two weeks  to complete. Jobs are billed when  complete
with payment  usually received  within 30  to  60 days.  Occasionally  contracts
extend longer than  two weeks.  Contracts are  then broken  into components  and
billed as components are completed.

Income taxes:

As described in  Note 4, the  Company has retroactively  restated the  financial
statements for deferred taxes as required by SFAS No. 109, Accounting for Income
Taxes.

Investment tax credits will  be reflected in the  Statements of Operations as  a
reduction of income taxes in the year in which they become available for use.

Earnings per share:

Earnings per common share were computed  by dividing net earnings (loss) by  the
weighted average number of shares outstanding  during the year.  Computation  of
the  weighted  average  number  of  outstanding  shares  excludes  common  stock
equivalents because they have no effect  for 1999.  On  January 8, 1998, at  the
Company's Annual meeting, a proposal was submitted to effect a 20 for 1  reverse
stock split which reduced  the company's outstanding  shares from 27,028,194  to
1,351,513.  Therefore, throughout these financial statements, earnings per share
have been restated to reflect the reverse split.

Bad debt:

Uncollectible accounts  receivable are  charged directly  against earnings  when
they are determined to be uncollectible.  Use of this method does not result  in
a material difference from the valuation  method required by generally  accepted
accounting principles.

Covenant not to compete:

The covenant not to compete is  being amortized over the  four year life of  the
agreement on the straight-line method.

Goodwill:

Goodwill represents the excess of the cost  of a company acquired over the  fair
value of its net assets at the date of acquisition and is being amortized by the
straight-line method over 20 years.


<PAGE>27
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.   Nature of Business and Significant Accounting Policies (continued)

Environmental costs:

Environmental expenditures that  relate to  current operations  are expensed  or
capitalized  in  accordance  with  generally  accepted  accounting   principles.
Liabilities for  these  expenditures  are recorded  when  it  is  probable  that
obligations have been incurred and the amounts can be reasonably estimated.   At
December 31, 1999  and 1998, no  liabilities have been  recorded as the  Company
believes they  have no  such liabilities.   In  addition, the  Company has  some
bonding and insurance coverage in place in the event reclamation costs incur  in
the future.

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  period.
Actual results could differ from those estimates.  The Company uses estimates to
compute depreciation  and depletion  on  oil and  gas  properties and  on  other
depreciable assets.

Fair value of financial instruments:



The carrying value of cash, receivables  and accounts payable approximates  fair
value due to the  short maturity of  these instruments.   The carrying value  of
short and  long-term  debt approximates  fair  value based  on  discounting  the
projected cash flows using market rates available for similar maturities.   None
of the financial instruments are held for trading purposes.

The carrying  value of  the  available for  sale  investment is  the  guaranteed
redemption price of the 4% preferred stock.

Advertising costs:

The Company  expenses advertising  costs as  incurred.   Advertising  costs  are
deemed immaterial in amount.


Note 2.   Property and Equipment

      Property and  equipment at  December 31,  1999 and  1998 consists  of  the
following:
<TABLE>
<CAPTION>
                                                                 1999           1998
                                                                 ----           ----
<S>                                                           <C>            <C>
 Non-producing oil and gas properties, net of valuation
   allowance of $2,000 in 1999 and $2,000 in 1998           $     14,000   $     14,000
 Producing oil and gas properties                              1,525,000      1,655,000
 Furniture and fixtures                                          417,000        369,000
 Transportation equipment                                        207,000        200,000
 Buildings and leasehold improvements                            397,000        371,000
 Engineering and lab equipment                                 1,127,000      1,258,000
 Other                                                            45,000         59,000

                                                               3,732,000      3,926,000
 Less accumulated depreciation and depletion                   2,059,000      2,223,000

                                                            $  1,673,000   $  1,703,000


</TABLE>
<PAGE>28
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3. Notes Payable, Long-Term Debt and Pledged Assets
<TABLE>
<CAPTION>
      Notes payable were as follow at December 31, 1999 and 1998:

                                                                    1999         1998
                                                                    ----         ----
<S>                                                                <C>         <C>
 Revolving line of credit $155,000, interest at Citibank Prime
   plus /%, (9.25% at December 31, 1999) Maturing
   September 16, 2000, collateralized by oil and gas properties  $  65,000   $   65,000
 Revolving line of credit $200,000, interest at 6.46%
   maturing April 19, 2000 collateralized by certificates of
   deposit                                                          145,000      138,000
 Short-term note payable due bank, interest at 9.25%, interest,
   only until March 16, 2000, when it will be converted to long-
   term debt, collateralized by building                             73,000        -


                                                                 $ 283,000   $  203,000


</TABLE>
<TABLE>
<CAPTION>
     Long-term debt at December 31, 1999 and 1998 is as follows:
                                                                     1999         1998
                                                                     ----         ----
<S>                                                               <C>           <C>
 Mortgage notes payable to W.D. Hodges and Jim Ferris
   Properties, interest at 9% payable $971 per month until
   September 17, 2013, collateralized by building                $    92,000  $    95,000
 Mortgage note payable to bank, interest set at 4% above U.S.
   Treasury Bill index for one year each April 1st, (8.66% at
 December 31, 1999) payable $1,181 per month including
   interest until March 22, 2009, collateralized by office
   building                                                           90,000       96,000
 Note payable, State of Wyoming, interest at 4%, unsecured               -          6,000
 Installment loans payable, due at various times from
   December 1999 to August 2002, interest rates from 9.0% to
   9.75%, secured by equipment                                        50,000       37,000
 Note payable Wyoming Industrial Development Corporation,
   interest at 7.33%, payable $3,991 per month including
   interest until October 5, 2002, collateralized by equipment       119,000      157,000
 Note payable Wyoming Industrial Development Corporation,
   interest at 6.96%, collateralized by equipment                        -         77,000

                                                                     351,000      468,000
 Less current maturities                                              72,000      128,000


                                                                 $   279,000  $   340,000


</TABLE>
<PAGE>29
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3. Notes Payable, Long-Term Debt and Pledged Assets (continued)
<TABLE>
<CAPTION>
Aggregate maturities of long-term debt are as follow:
<S>                        <C> <C>
            2000           $      72,000
            2001                  78,000
            2002                  52,000
            2003                  13,000
            2004                  15,000
            Thereafter           121,000

                           $     351,000


</TABLE>
Actual cash payments for interest during the years ended December 31, 1999, 1998
and 1997 were $60,000, $70,000 and $72,000 respectively.

Note 4.   Income Taxes, Accounting Change, Prior Period Restatement

Under SFAS No.109,  "Accounting for Income  Taxes" deferred  income taxes  arise
from temporary  differences resulting  from  differences between  the  financial
statement and tax basis of assets  and liabilities.  In financial reporting  for
oil  and  gas  properties,  the  Company  uses  differing  methods  to   compute
depreciation on  certain  equipment for  financial  statement purposes  and  tax
purposes; the tax depreciation  deductions are larger  than those for  financial
statement purposes primarily due to accelerated depreciation methods and shorter
lives for  tax purposes;  for financial  statement  purposes, an  allowance  for
impairment is  established for  estimated  impairment of  non-producing  leases;
however, no deduction  is taken  for taxes  until the  lease has  expired or  is
dropped; intangible  drilling  costs  are capitalized  for  financial  statement
purposes and may be expensed for tax purposes as the expenses are incurred; and,
the carrying value of certain equipment  has been reduced to approximate  market
value, but the loss will be recognized  for tax purposes upon disposition.   The
Company recognizes  income and  expense from  some  investments on  the  accrual
basis, but uses the cash basis for tax purposes.  Deferred taxes are  classified
as current and  noncurrent depending  on the  classification of  the assets  and
liabilities  to  which  they  relate.    Deferred  taxes  arising  from   timing
differences that are  not related  to an asset  or liability  are classified  as
current or noncurrent depending on the  periods in which the timing  differences
are expected to reverse.

The tax effects of temporary differences that gave rise to significant  portions
of the deferred tax  (assets) liabilities were as  follow at December 31,  1999,
1998 and 1997:
<TABLE>
<CAPTION>
Tax effects of temporary differences for:              1999           1998            1997
                                                       ----           ----            ----
<S>                                                 <C>            <C>             <C>
Accounting for oil & gas properties               $     17,000   $     54,000    $     57,000

Total deferred tax liabilities                          17,000         54,000          57,000

Tax loss carryforwards                              (2,477,000 )   (2,896,000 )    (3,514,000 )
Tax credit carryforwards                               (55,000 )      (62,000 )       (86,000 )

Total deferred tax assets                           (2,532,000 )   (2,958,000 )    (3,600,000 )

Net deferred asset                                  (2,515,000 )   (2,904,000 )    (3,543,000 )
Asset valuation allowances                           2,515,000      2,904,000       3,543,000

Net deferred tax asset                            $          -   $          -    $          -


</TABLE>
When subsequently recognized, approximately $1,953,000 of the 1999 deferred  tax
assets' tax benefits  will be  allocated directly  to contributed  capital as  a
result of the Company's quasi reorganization in 1988.
<PAGE>30
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4.   Income Taxes, Accounting Change, Prior Period Restatement (continued)

At December 31, 1999, the Company's net operating loss and tax credits available
for carryforward to offset future taxable income and tax liabilities for  income
tax reporting purposes expire as follow:
<TABLE>
<CAPTION>
                                                Net
                                             Operating       Investment
         Year Ending December 31,              Losses       Tax Credits
         ------------------------              ------       -----------
<S>                                          <C>            <C>
<PAGE>

                   2000                    $  1,713,000   $       12,000
                   2001                       3,767,000                -
                   2003                         101,000                -
                   2004                          96,000                -
                   2009                         265,000                -
                   2010                         359,000                -
                   2011                         744,000                -
                   2012                         241,000                -

                                           $  7,286,000   $       12,000


</TABLE>
The Company  also has  approximately  $43,000 in  unused  jobs tax  credits  and
$2,159,000 in  percentage depletion  carryforwards  available to  offset  future
income tax liabilities.  These items do not expire.

Note 5 Stockholders' Equity

The Company  had  an Incentive  Stock  Option Plan  for  key employees  and  had
reserved 50,000 shares of  unissued common stock to  be issued thereunder.   The
plan expired on November 19, 1991.  The option price was the market value of the
shares on the date the option  ($2.80) is granted except for beneficial  holders
of more than ten percent of the  total outstanding shares of the Company,  whose
option price was one hundred ten percent of said market price.  No option may be
exercised by any employee until all previously granted options still outstanding
to the same employee  are exercised.  There  were 2,500 options outstanding  and
exercisable at December 31, 1999 and 1998.  SFAS No. 123, "Accounting for  Stock
Based Compensation", has no effect on  the Consolidated Statement of  Operations
as there have been no changes in the outstanding options.


The Company  had an  Employee Stock  Ownership Plan-Trust.   To  be eligible  to
participate, employees must be 21 years of age and have had at least one year of
continuous employment with the  Company. The Company, at  the discretion of  the
board of  directors, may  contribute to  the plan  an amount  not to  exceed  25
percent of total qualified compensation in any given year for any individual  to
a maximum of $30,000.  On occasion,  when the Company has contributed less  than
the amount  allowed, the  Company has  made additional  contributions under  the
carryover provisions of  the plan in  subsequent years.   The ESOP  contribution
provided by the Company and its subsidiaries was $19,000, $19,000, and $8,000 in
1999, 1998 and 1997, respectively.  The compensation expense used to compute the
ESOP contribution was $425,000, $806,000, and  $901,000 in 1999, 1998 and  1997,
respectively.

On June 30, 1999 the Board of  Directors decided to dissolve the Employee  Stock
Ownership Plan and Trust and all of the  assets of the plan were distributed  to
the employees.

On November 9, 1998, the Board of Directors of Hawks Industries, Inc. authorized
the repurchase of up to forty  thousand shares of Hawks Industries. Inc.  common
stock on the open  market or in negotiated  transactions, depending upon  market
conditions. On February 16, 2000, the Company holds 24,808 shares or 1.7% of the
issued common shares.
<PAGE>31
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 6.   Related Parties

During  1997,  the  former  CEO,  Joseph  J.  McQuade  made  multiple   personal
transactions at various times on the corporate  credit card issued to him.   All
transactions were accounted for, and full reimbursement to the Company had  been
made as of January 31, 1998.  On other occasions CEO, Joseph J. McQuade advanced
funds to the Company for operations.  Full reimbursement to Mr. McQuade had been
made as of January 31, 1998.

During 1999, Officer  and Board of  Director, Dwight B.  Despain provided  legal
services to the Company.  Total billings to the Company from Mr. Despain in 1999
were $4,598.  Total payments to Mr. Despain during 1999 were $1,485. Included in
accounts payable is $34,000 payable to Mr. Despain for past years services.

Note 7. Lease Commitments and Total Rental Expense

At times the Company rents equipment  under various operating lease  agreements,
however at December 31, 1999 there were no outstanding lease agreements.

The total equipment rental expenses included in the Statements of Operations for
the years  ended December  31, 1999,  1998 and  1997 were  $46,000, $29,000  and
$43,000, respectively.


Note 8. Sales of Buildings

On May 26, 1998, the Company signed  an agreement to sell its buildings  located
at 7345 6WN Road and 7383 6WN Road in  Natrona County, Wyoming to WERCS, a  non-
public Wyoming Corporation.  As set forth in the agreement, the closing date was
June 1, 1998 and the total sales price for both buildings was $417,000.

The Company's cost in the  buildings was $506,000.   The Company's basis in  the
buildings was $367,000.  Therefore, the Company had an approximate $50,000  gain
resulting from the transaction.

The $417,000 was received as $317,000 cash and 10,000 shares WERCS 4%  preferred
convertible stock, with a guaranteed resale value of $100,000.

The majority owner  of WERCS, a  Wyoming Corporation, is  Dr. Gail D.  Zimmerman
whose spouse, through the Anne D.  Zimmerman Revocable Trust, owns 11.5% of  the
outstanding shares of Hawks Industries, Inc.
<PAGE>32

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9.    Financial Information Relating to Industry Segments
<TABLE>
<CAPTION>
                                                      1999          1998          1997
                                                      ----          ----          ----
<S>                                                 <C>          <C>           <C>
Sales to unaffiliated customers:
  Oil and gas industry                            $   169,000   $   236,000  $    333,000
  Environmental testing and management
   industry                                         2,509,000     2,209,000     1,798,000

                                                  $ 2,678,000   $ 2,445,000  $  2,131,000


Operating profit or (loss):
  Oil and gas industry                            $   (94,000 ) $    33,000  $    (36,000)
  Environmental testing and management
   industry                                           230,000       236,000       (61,000)
  Unallocated Corporate expenses                     (108,000 )    (151,000)     (159,000)

                                                  $    28,000   $   118,000  $   (256,000)


Identifiable assets:
  Oil and gas industry                            $   584,000   $   750,000  $    854,000
  Environmental testing and management
   industry                                         1,290,000     1,127,000       893,000
  Corporate assets                                  1,051,000     1,123,000     1,400,000

                                                  $ 2,925,000   $ 3,000,000  $  3,147,000


Capital expenditures:
  Oil and gas industry                            $         -   $     3,000  $     92,000
  Environmental testing and management
   industry                                           222,000       213,000        30,000
  Other capital expenditures                           72,000             -            -

                                                  $   294,000   $   216,000  $    122,000


Depreciation, depletion and amortization:
  Oil and gas industry                            $   183,000   $    79,000  $    111,000
  Environmental testing and management
   industry                                           130,000       116,000       113,000
  Other depreciation, depletion and
   amortization                                        16,000        23,000        40,000


                                                  $   329,000   $   218,000  $    264,000


Interest Income:
  Oil and gas industry                            $         -   $    10,000  $         -
  Environmental testing and management
   industry                                                 -             -        2,000
  Corporate interest                                   13,000        13,000       18,000

                                                  $    13,000   $    23,000  $    20,000


Interest Expense:
  Oil and gas industry                            $     6,000   $     5,000  $         -
  Environmental testing and management
   industry                                            36,000        36,000       29,000
  Corporate Interest                                   17,000        29,000       43,000

                                                  $    59,000   $    70,000  $    72,000


</TABLE>
<PAGE>33

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 10. Short-term Investments

Short-term investments consisted of certificates of deposits, which are intended
to be  held  until  maturity.   The  following  schedule  summarizes  investment
activity for the years ended December 31, 1999 and 1998.


<TABLE>
<CAPTION>
                                              1999          1998
                                              ----          ----
<S>                                         <C>           <C>
Beginning balance, at cost                $   202,000   $   205,000
Purchase of investments                             -             -
Redemption of investments                     (11,000 )     (12,000 )
Earnings on investments                         9,000         9,000

Ending balance, at cost                   $   200,000   $   202,000


Approximate market value                  $   200,000   $   202,000


</TABLE>
At December 31,  1999 the investments  are scheduled to  mature during the  year
ending December 31, 2000.

Note 11. Major Customers

The following companies are  considered major customers  that accounted for  ten
percent or more of total revenue or accounts receivable in 1999, 1998 and 1997.
<TABLE>
<CAPTION>
                              1999                      1998                      1997
                              ----                      ----                      ----
                                    Accounts                  Accounts                  Accounts
Company              Revenue     Receivable    Revenue     Receivable     Revenue   Receivable
-------              -------     ----------    -------     ----------     -------   ----------
<S>                 <C>                       <C>                       <C>
  A                        2%            1%        -              2%         9%            -
  B                      26%             -         -              -          -             -
  C                      22%            25%       28%            18%       12%            12%
  D                       7%            12%         8%            4%       10%            17%
  E                       3%             1%       16%            22%         -             -
</TABLE>
<PAGE>34

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 12.  Note Receivable

The note receivable on December 31, 1999, consisted of $34,000 due from the sale
of printing equipment,  building and  other assets, part  of which  is shown  in
current assets.  The note receivable is secured by the above noted assets.   The
note has an interest rate of 9%.
<TABLE>
<CAPTION>
     Maturities on this note are as follow:
<S>                                 <C> <C>
2000                                   $   5,000
2001                                       5,000
2002                                       6,000
2003                                       6,000
2004                                       7,000
Thereafter                                 5,000

                                       $  34,000


</TABLE>

Note 13. Significant Events

Effective February  1, 1998,  Registrant, Hawks  Industries, Inc.,  and a  third
party investor, entered into an agreement  with the Company's President,  Joseph
J. McQuade, whereby Mr.  McQuade and his  immediate family's stockholdings  were
purchased by the third party investor at $.10 per share ($2.00 post-split).  The
Company has entered into a severance agreement with Mr. McQuade which includes a
covenant not to compete.  Under the terms of the Agreement, the Company will pay
$50,000 per year for  four (4) years, payable  in semi-monthly installments,  to
McQuade in exchange for  the non-compete provision.   Mr. McQuade, effective  on
the same date, resigned as President of the Company and Chairman of the Board of
Directors.  Mr. Bruce A. Hinchey,  the Company's Vice President, was elected  by
the Board of  Directors to  be the  President of  the Corporation  and James  E.
Meador, Jr., was elected to be the  new Vice-President.  No replacement for  Mr.
McQuade, on the Board of Directors, has been made as of the date of this report.

The third party investor, the Anne  D. Zimmerman Revocable Trust dated  November
14, 1991 ("the Trust"),  by acquiring Mr. McQuade's  and his immediate  family's
shares, has 153,167 shares and therefore  has acquired 11.5% of the  outstanding
shares of the Company.  As such, the Trust is deemed a controlling person.   The
Trustee of the Trust, Anne D. Zimmerman, will not sit on the Company's Board  of
Directors, nor will she be an employee or officer of the Company.

Reverse Stock Split

At the Company's Annual Meeting held  on January 8, 1998, the Company  submitted
to a vote of security holders, through the solicitation of proxies or otherwise,
a proposal to effect a 20 for 1 reverse  split which was approved.  The  reverse
split changed the number of shares outstanding from 27,028,194 to 1,351,513.



Note 14. Write Down of impaired oil and gas properties

For the year ended  December 31, 1999, the  Company recorded impairments of  its
producing oil and  gas properties in  the amount of  $130,000.  The  impairments
were recorded  to depreciation,  depletion and  amortization expense.   Using  a
Company authorized reserve study; the Company  determined the fair value of  the
properties using discounted  future estimated cash  flows.   Earnings per  share
were ten cents for the year  ended December 31, 1999 prior  to write down and  a
Loss per share of less than one cent after the write down.
<PAGE>35
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 15. Change In Control of Company

On June  10,  1999,  Hawks  Industries, Inc.  entered  into  an  agreement  with
Universal Equities LTD., David H.  Piepers, The Cornerhouse Limited  Partnership
and Winsome Limited Partnership (Collectively referred to as "Buyers") to secure
a controlling interest in Hawk's Common Stock through a private placement.   The
value placed on  Hawks' shares in  the offer was  $1.60 per share  for at  least
6,250,000 shares  of  common  stock yielding  the  Company  a  consideration  of
$10,000,000.  The  offer also included  the right to  buy additional  14,375,000
shares at the same price.  The maximum consideration to be received by Hawks  is
$33,000,000 if all the additional shares are purchased.

The Terms of the offer require  a payment of at  least $5,000,000 in cash,  with
the remainder of the consideration being paid in cash and/or transfer of  buyers
rights to a debt  obligation from North Star  Exploration, Inc. ("North  Star"),
and/or North Star  common stock, and/or  Zeus Exploration,  Inc. ("Zeus)  common
stock.   North Star  is a  private Nevada  Corporation with  options on  mineral
rights covering approximately 7,000,000 acres in Alaska.

The Agreement also requires the redemption of shares in Hawks owned by Bruce  A.
Hinchey, James  E. Meador,  Jr. and  the Anne  D. Zimmerman  Revocable Trust  in
exchange for certain assets of the Company.

The private placement and redemption of  shares described above will be  subject
to Hawks Shareholders approval at its Annual Meeting in May or June of 2000.

As a result of this transaction, the controlling interest in Hawks will be owned
by the Buyer Group, which will focus on its mineral claims in Alaska.


Note 16.   Supplemental Disclosure

Noncash Financing and Investing Activities  As  reported in Note 8, in the  sale
------------------------------------------
of corporate  assets, the  Company received  10,000  shares of  preferred  stock
valued at $100,000.

Other Disclosures   The  Company paid  no income  taxes during  the years  ended
-----------------
December 31, 1999, 1998 and 1997.

Note 17.   Subsequent Event, Prior Period Adjustment and Reissuance of Financial
Statements

Subsequent  to  the  issuance  of  the  Company's  1999  financial   statements,
management became aware that the reserve report relied upon for the  calculation
of depreciation, depletion  and impairment  of oil  and gas  properties was  not
accurate.   As a  result to  the correction,  the combination  of  depreciation,
depletion, and amortization for 1999 decreased $1,000.  Management also restated
the 1999 financial statements to reflect  the transfer of the customer list  and
equipment to Enviro Test Laboratories, LLC.   The transfer was not deemed to  be
the culmination of the earnings process and accordingly must be reflected at the
Company's historical  basis  in  said  assets The  gain  on  sale  of  equipment
decreased $76,000 and other income decreased  $150,000, with the total  $226,000
removed from accounts  receivable.  The  total effect of  the corrections was  a
decrease in 1999 net income, total assets, and shareholders' equity of $225,000.
Earning per common share were $.17 before the correction and the loss per common
share was less than $.01 after the correction.
<PAGE>36


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 17.   Subsequent Event, Prior Period Adjustment and Reissuance of Financial
Statements (continued)

Also, the Company  had not reflected  amortization of goodwill  relating to  the
1993 acquisition.   The  1999, 1998,  and 1997  financial statements  have  been
restated  to  record  the  annual  amortization  as  well  as  the  decrease  in
shareholders' equity as of January 1,  1997 to reflect prior amortization.   The
adjustment resulted in an increase  in net loss of  $10,000 (.01) per share  for
1999, decrease in net income of $10,000  (.01) per share for 1998, and  increase
in net loss of $10,000 (.01) per share for 1997.

<PAGE>37



ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
      FINANCIAL DISCLOSURE

                                     -NONE-


                                    PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS

The following information is furnished as of February 29, 2000, with respect  to
the nominee and the  other Directors whose terms  in office will continue  after
the meeting.
<TABLE>
<CAPTION>

                                Principal Occupation          Year Since       Share of
                             During the Last Five Years         which        Common Stock    Percent
                              and Position with Company      Continuously    Beneficially      of
Name/Age                      (In Addition to Director)       A Director         Owned        Class
--------                      -------------------------       ----------         -----        -----
<S>                         <C>                             <C>             <C>              <C>
Dwight B. Despain/ 46       Appointed  as  a   Class  III        1992            2,050          .2
                            Director  August   24,  1992.
                            Attorney    with   Dixon    &
                            Despain,  Casper,   WY  since
                            1990;  Warnick  &  Blood  Law
                            Offices from 1985-1990.

Bruce A. Hinchey/ 51        Appointed  as  a   Class  III        1993         115,928(a)       8.7
                            Director   May    12,   1993;
                            President     of      Western
                            Environmental  Services   and
                            Testing,  Inc. 1981 to  1997.
                            President      of       Hawks
                            Industries,  Inc.  and  Vice-
                            President     of      Western
                            Environmental   Services    &
                            Testing, Inc. since 1998.

James E. Meador, Jr./ 47    Appointed   as  a   Class   I        1993         120,545(a)       9.1
                            Director  May 12, 1993;  Vice
                            President     of      Western
                            Environmental  Services   and
                            Testing,  Inc. 1981 to  1997.
                            President     of      Western
                            Environmental   Services    &
                            Testing,   Inc.   and   Vice-
                            President      of       Hawks
                            Industries, Inc. since 1998.

Gerald M. Moyle/ 45         Appointed    as   Class    II        1994              8           -0-
                            Director June 30,  1994; Land
                            Manager  of Brown  Operating,
                            Inc. since 1984.

<FN>
(a)  Included are 1,675  shares Mr. Meador  and Mr. Hinchey  own through  H &  M
     Properties.


</TABLE>
<PAGE>38
ITEM 11 - EXECUTIVE COMPENSATION
<TABLE>
<CAPTION>
                                  Annual compensation                    Long term compensation
                                                                     Awards          Payouts
Name and principal     Year   Salary   Bonus   Other annual  Restricted  Securities   LTIP     All other
position                       ($)      ($)    Compensation     Stock      Under-    payouts    Compen-
                                                   ($)        Award(s)     Lying       ($)       sation
                                                                           Option
                                                                          SARS (#)
(a)                    (b)     (c)      (d)        (e)           (f)        (g)        (h)        (i)
<S>                    <C>  <C>       <C>     <C>            <C>         <C>         <C>     <C>
CEO-Bruce A. Hinchey   1999  104,000    -0-       (a,b)          -0-        -0-        -0-        -0-
President and          1998   80,000    -0-       (a,b)          -0-        -0-        -0-        -0-
Director of Hawks      1997   87,800    -0-       (a,b)          -0-        -0-        -0-        -0-
Industries, Inc.,
Vice President of
Western Environmental
Services & Testing,
Inc.

James E. Meador, Jr.   1999  103,000    -0-       (a,b)          -0-        -0-        -0-        -0-
Vice President and     1998   80,000    -0-       (a,b)          -0-        -0-        -0-        -0-
Director of Hawks      1997   87,800    -0-       (a,b)          -0-        -0-        -0-        -0-
Industries, Inc.,
President of Western
Environmental
Services & Testing,
Inc.

Joseph J. McQuade      1998   37,320    -0-        (a)           -0-        -0-        -0-        -0-
President, CEO and     1997   98,280    -0-        (a)           -0-        -0-        -0-        -0-
Director of Hawks
Industries.

All Executive          1999  207,000    -0-                      -0-        -0-        -0-        -0-
Officers as a Group    1998  197,320    -0-                      -0-        -0-        -0-        -0-
(Two in number)        1997  273,880    -0-                      -0-        -0-        -0-        -0-
                               (a)
<FN>
(a) Messrs. Hinchey, Meador and McQuade received other compensation valued at
less than 10% of the compensation reported in this table.
(b) Pursuant to employment agreements expiring 2004, Messrs. Hinchey and Meador
would receive a lump sum payment of approximately four years' salary and each
would receive approximately $100,000 in consideration of receiving a reduced
salary in past years if employment should be terminated by the Company without
cause.
</TABLE>
<PAGE>39
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the beneficial ownership of the shares of the Company
as of the close of business on February 29, 2000, of each person known to the
company to be the beneficial owner of more than 5% of the Company's issued and
outstanding Common Stock and of all Officers and Directors as a group. Unless
noted to the contrary, each person or entity has direct ownership and sole
voting dispositive power.
<TABLE>
<CAPTION>
                                           Percent
                                          Of Class
Name and Address         Shares Owned    Outstanding
<S>                      <C>            <C>
Bruce A Hinchey           115,928 (a)        8.7
913 Foster Road
Casper, Wyoming 82601

James E. Meador, Jr.      120,545 (a)        9.1
913 Foster Road
Casper, Wyoming 82601

Anne D. Zimmerman           153,167         11.5
Revocable Trust
400 East 1st Street
Casper, Wyoming 82601

All Officers and            389,640         29.3
Directors and 5%
Shareholders as a Group
(three in number)
<FN>
 (a) Included are 1,675 shares Mr. Meador and Mr. Hinchey own through H & M
Properties.
</TABLE>

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Transactions:

During 1998, the  Company sold  its properties on  6WN Road  in Natrona  County,
Wyoming to WERCS, a  Wyoming Corporation.   The majority owner  of WERCS is  Dr.
Gail D. Zimmerman whose spouse, through  the Anne D. Zimmerman Revocable  Trust,
owns 11.4% of the outstanding stock of Hawks Industries, Inc. (See Note 8 of the
consolidated financial statements).
<PAGE>40

                                    PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8K

(a)   The following documents are filed as part of this Report:

      1.       Financial Statements:
               Report of Certified Public Accountants
               Consolidated Balance Sheets
               Consolidated Statements of Operations
               Consolidated Statements of Shareholders' Equity
               Consolidated Statements of Cash Flows
            Notes to Consolidated Financial Statements

      2.    Financial Statement Schedules as required by Item 8 above

The following documents are incorporated by reference:

     3.     Exhibits
            21.List of Subsidiaries of Registrant
     3.1a  Certificate  of Incorporation filed  with the  Delaware Secretary  of
           State on December 20, 1988.
     3.1b  Certificate  of Registration and Articles  of Continuance filed  with
           the Wyoming Secretary of State on April 15, 1998.


(b)   Reports on Form 8-K

On October 11, 1999, the Company filed an 8K/A-1 providing the public with  more
information on the proposed  agreement with Universal  Equities, LTD., David  H.
Peipers, The Cornerhouse Limited Partnership and the Winsome Limited Partnership
which would  allow  the  Buyers  to  secure  a  controlling  interest  in  Hawks
Industries, Inc. common stock through a private placement.
<PAGE>41
                                   SIGNATURES


Pursuant to the requirements of Section 13 and 15(d) of the Securities  Exchange
Act of 1934,  the Registrant has  duly caused this  Report to be  signed on  its
behalf by the undersigned thereunto duly authorized.

                                          HAWKS INDUSTRIES, INC.

                                          _/s/ Bruce A. Hinchey____________
                                          ---------------------
                                          Bruce A. Hinchey, President


Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following  persons on behalf and in the  capacities
and on the dates indicated.


Signatures                                                  Date
----------                                                  ----


/s/ Bruce A. Hinchey                                        June 12, 2000
------------------------------
Bruce A. Hinchey, President,
Principal Executive Officer
and Director


/s/ James E. Meador Jr.                                     June 12, 2000
------------------------------
James E. Meador, Jr.
Vice President and Director


/s/ Bill Ukele                                              June 12, 2000
-------------------------
Bill Ukele
Chief Financial Officer


/s/ Dwight B. Despain                                       June 12, 2000
------------------------------
Dwight B. Despain
Secretary/Treasurer and Director




/s/ Gerald E. Moyle                                         June 12, 2000
-------------------------
Gerald E. Moyle
Director
<PAGE>42

                                  EXHIBIT 21.0
                       LIST OF SUBSIDIARIES OF REGISTRANT

           HAWKS INDUSTRIES, INC. SUBSIDIARIES-STATE OF INCORPORATION
                               DECEMBER 31, 1999

<TABLE>
<CAPTION>
Company                                                Parent         State
-------                                                ------         -----
<S>                                               <C>               <C>
Burton-Hawks Exploration Co., Ltd.                  (Hawks Ind.)     Colorado
Western Environmental Services Inc.                 (WEST, Inc.)     Colorado
Western Environmental Services and Testing, Inc.    (Hawks Ind.)     Wyoming
Central Wyoming Properties, Inc.                    (Hawks Ind.)     Wyoming
</TABLE>
<PAGE>43