<PAGE>

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


                                   FORM 10-Q

(Mark One)
[X]  QUARTERLY REPORT PURSUANT  TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                 For the quarterly period ended June 30, 1999

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

          For the transition period from _________ to __________

                        Commission file number: 1-9083

                             POLYPHASE CORPORATION
            (Exact name of registrant as specified in its charter)

                     Nevada                            23-2708876
          (State or other jurisdiction of          (I.R.S. Employer
          incorporation or organization)           Identification No.)

                            4800 Broadway, Suite A
                             Addison, Texas 75001
                   (Address of principal executive offices)

                                (972) 386-0101
             (Registrants's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12
months ( or for such shorter period 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
    -------        -------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common Stock, $.01 par value                            17,812,464
                                             ------------------------------
                                             Outstanding at August 10, 1999
<PAGE>

                             POLYPHASE CORPORATION
                                   FORM 10-Q
                          QUARTER ENDED JUNE 30, 1999

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

                               TABLE OF CONTENTS
                               -----------------

PART I. FINANCIAL INFORMATION                                          Page No.
-----------------------------                                          --------

Item 1. Financial Statements

Consolidated Condensed Balance Sheets as of
   June 30, 1999 and September 30, 1998                                   2

Consolidated Condensed Statements of
  Operations for the Three Months Ended
  June 30, 1999 and 1998                                                  4

Consolidated Condensed Statements of
  Operations for the Nine Months Ended
  June 30, 1999 and 1998                                                  5

Consolidated Condensed Statements of
  Cash Flows for the Nine Months Ended
  June 30, 1999 and 1998                                                  7

Notes to Consolidated Condensed Financial Statements                     10

Item 2. Management's Discussion and Analysis of
  Financial Condition and Results of Operations                          14

Item 3. Quantitative and Qualitative Disclosures about Market Risk       16


PART II - OTHER INFORMATION
---------------------------

Item 1.  Legal Proceedings                                               17

Item 4.  Submission of Matters to a Vote of Security Holders             17

Item 6.  Exhibits and Reports on Form 8-K                                18

Signature Page                                                           19

                                      -1-
<PAGE>

                     POLYPHASE CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED CONDENSED BALANCE SHEETS


<TABLE>
<CAPTION>

                                    Assets
                                                                 June 30,     September 30,
                                                              ------------    ------------
                                                                  1999             1998
                                                              ------------    ------------
                                                               (Unaudited)
<S>                                                         <C>              <C>
Current assets:
 Cash                                                          $ 1,486,158     $   423,957
 Receivables, net of allowance for doubtful accounts
  of $514,628 and $562,800
   Trade accounts                                               16,444,721      13,839,250
   Current portion of sales contracts                            5,419,886       3,879,420
   Notes receivable                                              2,432,655       1,813,232
 Inventories                                                    35,952,305      34,568,628
 Prepaid expenses and other                                      1,805,195         527,999
                                                              ------------    ------------
    Total current assets                                        63,540,920      55,052,486
                                                              ------------    ------------


Property and equipment:
 Land                                                              432,000         432,000
 Buildings and improvements                                      4,502,035       4,054,854
 Machinery, equipment and other                                  9,919,351       9,490,827
                                                              ------------    ------------
                                                                14,853,386      13,977,681
 Less-Accumulated depreciation                                  (8,793,054)     (7,526,281)
                                                              ------------    ------------
                                                                 6,060,332       6,451,400
                                                              ------------    ------------

Other assets:
 Noncurrent receivables
   Sales contracts                                               1,904,285       1,363,039
   Related parties                                                 795,100         670,655
 Excess of cost over fair value of net assets of businesses
   acquired, net of accumulated amortization of $3,793,710
   and $3,183,743                                               12,805,029      13,414,996
 Other intangible assets                                         1,573,746       2,494,754
 Restricted cash                                                   628,650         672,898
 Other                                                           1,456,598       1,425,147
                                                              ------------    ------------
                                                                19,163,408      20,041,489
                                                              ------------    ------------
                                                              $ 88,764,660    $ 81,545,375
                                                              ============    ============
</TABLE>

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

                                      -2-
<PAGE>

                     POLYPHASE CORPORATION AND SUBSIDIARIES
               CONSOLIDATED CONDENSED BALANCE SHEETS (continued)
                                  (Unaudited)


<TABLE>
<CAPTION>
                      Liabilities and Stockholders' Equity

                                                                 June 30,     September 30,
                                                              ------------    ------------
                                                                  1999            1998
                                                              ------------    ------------
                                                               (Unaudited)
<S>                                                         <C>            <C>
Current liabilities:
 Notes payable                                                $ 18,182,919    $ 14,409,681
 Note payable and accrued interest to related party             17,513,104      16,307,405
 Accounts payable                                                9,135,852       6,085,703
 Accrued expenses and other                                      3,259,158       3,514,685
 Current maturities of long-term debt                            5,533,333       3,533,333
                                                              ------------    ------------
    Total current liabilities                                   53,624,366      43,850,807

Long term debt, less current maturities                         26,834,277      29,220,972
Reserve for credit guarantees                                      628,650         672,898
                                                              ------------    ------------
    Total liabilities                                           81,087,293      73,744,677
                                                              ------------    ------------


Warrants to purchase common stock
 in subsidiary                                                   1,200,000       1,200,000

Stockholders' equity:
 Preferred stock, $.01 par value, authorized
   50,000,000 shares, issued and outstanding
   56,440 and 115,000 shares, respectively                             564           1,150
 Common stock, $.01 par value, authorized
   100,000,000 shares, issued and outstanding
   17,812,464 and 15,080,050 shares, respectively                  178,125         150,800
 Paid-in capital                                                28,916,456      28,623,811
 Accumulated deficit                                           (21,642,459)    (21,199,744)
 Notes receivable                                                 (975,319)       (975,319)
                                                              ------------    ------------
   Total stockholders' equity                                    6,477,367       6,600,698
                                                              ------------    ------------

                                                              $ 88,764,660    $ 81,545,375
                                                              ============    ============
</TABLE>

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

                                      -3-
<PAGE>

                     POLYPHASE CORPORATION AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                  (Unaudited)


                                                  For the Three Months Ended
                                                           June 30,
                                                 ----------------------------
                                                     1999            1998
                                                 ------------    ------------

Net revenues                                     $ 39,554,615    $ 37,272,305

Cost of sales                                      32,005,725      30,806,581
                                                 ------------    ------------

Gross profit                                        7,548,890       6,465,724

Selling, general and administrative expenses        5,334,343       4,793,848
                                                 ------------    ------------

Operating income                                    2,214,547       1,671,876
                                                 ------------    ------------

Other income (expenses):
 Interest expense                                  (2,096,476)     (2,338,925)
 Interest income and other                             47,424          (7,985)
                                                 ------------    ------------

  Total other income (expenses)                    (2,049,052)     (2,346,910)
                                                 ------------    ------------

Income (loss) before income taxes                     165,495        (675,034)

Income taxes                                             -               -
                                                 ------------    ------------

Net income (loss)                                     165,495        (675,034)

Dividends on preferred stock                          (16,932)        (37,500)
                                                 ------------    ------------
Net income (loss) attributable to
 common stockholders                             $    148,563    $   (712,534)
                                                 ============    ============


Basic income (loss) per share                    $        .01    $       (.05)
                                                 ============    ============

Diluted  income (loss) per share                 $        .01    $       (.05)
                                                 ============    ============


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

                                      -4-
<PAGE>

                    POLYPHASE CORPORATION AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                  For the Nine Months Ended
                                                           June 30,
                                                 ----------------------------
                                                      1999           1998
                                                 ------------    ------------
<S>                                             <C>             <C>
Net revenues                                     $116,789,150    $107,993,318

Cost of sales                                      96,136,049      88,049,856
                                                 ------------    ------------

Gross profit                                       20,653,101      19,943,462

Selling, general and administrative expenses       14,949,210      13,990,441
                                                 ------------    ------------

Operating income                                    5,703,891       5,953,021
                                                 ------------    ------------


Other income (expenses):
 Interest expense                                  (6,458,211)     (6,451,552)
 Interest income and other                            385,871         115,344
 Gain on sale of assets                                  -            987,857
                                                 ------------    ------------
  Total other income (expenses)                    (6,072,340)     (5,348,351)
                                                 ------------    ------------
Income (loss) before income taxes and
 extraordinary item                                  (368,449)        604,670

Income taxes                                             -               -
                                                 ------------    ------------

Net income (loss) before extraordinary item          (368,449)        604,670

Extraordinary item:
 Early extinguishment of debt                            -           (616,239)
                                                 ------------    ------------

Net income (loss)                                    (368,449)        (11,569)

Dividends on preferred stock                          (74,266)       (117,750)
                                                 ------------    ------------
Net income (loss) attributable to
 common stockholders                             $   (442,715)   $   (129,319)
                                                 ============    ============
</TABLE>

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

                                      -5-
<PAGE>

                     POLYPHASE CORPORATION AND SUBSIDIARIES
          CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (continued)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                   For the Nine Months Ended
                                                           June 30,
                                                 ----------------------------
                                                     1999           1998
                                                 ------------    ------------
<S>                                            <C>             <C>
Basic income (loss) per share:
 Income (loss) before
  extraordinary item                             $       (.03)   $        .03

 Extraordinary item                                      -               (.04)
                                                 ------------    ------------
 Net income (loss) per share:                    $       (.03)   $       (.01)
                                                 ============    ============


Diluted income (loss) per share:
 Income (loss) before
  extraordinary item                             $      (.03)    $        .03

 Extraordinary item                                     -                (.04)
                                                 ------------    ------------

 Net income (loss) per share                     $       (.03)   $       (.01)
                                                 ============    ============
</TABLE>

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

                                      -6-
<PAGE>

                     POLYPHASE CORPORATION AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                    For the Nine Months Ended
                                                            June 30,
                                                 ----------------------------
                                                     1999            1998
                                                 ------------    ------------
<S>                                             <C>             <C>
Cash flow provided by  (used in)
 operating activities:
   Net (loss)                                    $   (368,449)   $    (11,569)
Adjustments to reconcile net (loss)
 to net cash provided by (used in)
 operating activities:
   Depreciation and amortization                    3,120,548       3,210,649
   Provision for doubtful accounts                    121,000         183,848
   Gain on sale of assets                                 -          (987,857)
   (Increase) decrease in:
     Accounts and sales contracts receivable       (4,808,183)         47,274
     Inventories                                   (1,383,677)    (10,140,120)
     Prepaid expenses and other                    (1,308,647)        828,094
     Accounts payable                               3,050,149      (1,205,987)
     Accrued expenses and other                        39,757         715,766
                                                 ------------    ------------
         Net cash used in
          operating activities                     (1,537,502)     (7,359,902)
                                                 ------------    ------------

Cash flows provided by (used in) investing
 activities:
   Notes and other receivables                       (619,423)     (1,021,743)
   Receivables from related parties                  (124,445)          8,963
   Capital expenditures, net                         (875,705)     (1,010,543)
                                                 ------------    ------------
         Net cash used in
          investing activities                   $ (1,619,573)   $ (2,023,323)
                                                 ------------    ------------
</TABLE>

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

                                      -7-
<PAGE>

                     POLYPHASE CORPORATION AND SUBSIDIARIES
          CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (continued)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                   For the Nine Months Ended
                                                          June 30,
                                                 ----------------------------
                                                    1999             1998
                                                 ------------    ------------
<S>                                             <C>             <C>
Cash flows provided by (used in)
 financing activities:
   Borrowings (principal payments) under
    line of credit arrangements, net             $  3,773,238    $  2,174,882
   Borrowings (principal payments) on other
    notes payable and long term debt, net             519,004      31,041,039
   Exercise of common stock options and warrants        1,300           2,100
   Principal payments on term notes                       -        (1,982,280)
   Principal payments on convertible bonds                -        (4,300,000)
   Principal payments on subordinated debentures          -       (13,000,000)
   Redemption of Overhill warrants                        -        (2,000,000)
   Dividends on preferred stock                       (74,266)       (117,750)
   Deferred financing costs                               -        (2,753,552)
   Common stock issuance costs                            -           (17,500)
                                                 ------------    ------------
     Net cash provided by
      financing activities                          4,219,276       9,046,939
                                                 ------------    ------------
Net increase (decrease) in cash                     1,062,201        (336,286)
Cash - beginning of period                            423,957       1,064,259
                                                 ------------    ------------

Cash - end of period                             $  1,486,158    $    727,973
                                                 ============    ============
</TABLE>

                                      -8-
<PAGE>

                     POLYPHASE CORPORATION AND SUBSIDIARIES
          CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (continued)
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                  For the Nine Months Ended
                                                          June 30,
                                                 ----------------------------
                                                     1999            1998
                                                 ------------    ------------
<S>                                             <C>             <C>
Supplemental schedule of cash flow information:
 Cash paid during the period for :
  Interest                                        $ 4,171,805    $  2,594,632
  Income taxes                                    $   752,100    $       -

</TABLE>


Supplemental schedule of noncash investing and financing activities:

In December 1997, in connection with the Overhill Farms credit agreement,
warrants were issued having an estimated fair market value of $1,200,000.

In connection with the repayment of certain indebtedness to Merrill Lynch in
December 1997, the Company issued warrants covering 210,000 shares exercisable
at $.01 per share and 210,000 shares exercisable at $1.125 per share.  Such
warrants were assigned a value of $175,000.

During the nine months ended June 30, 1999, the Company made partial payments on
a lawsuit obligation, together with certain associated expenses, by issuing
300,000 shares of common stock valued at $85,000.

During the nine months ended June 30, 1999, the Company settled certain disputed
obligations by granting options on 145,000 shares of common stock, exercisable
130,000 shares at $.01 per share and 15,000 shares at $.50 per share.  The
options were assigned a value of $28,000.


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

                                      -9-
<PAGE>

                    POLYPHASE CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Condensed Financial Statements
                                 June 30, 1999



1.   NATURE OF BUSINESS

     Polyphase Corporation (the "Company" or "Polyphase") is a diversified
     holding company that, through its subsidiaries, operates in three industry
     segments: the food segment, the forestry segment and the transformer
     segment. The food segment (the "Food Group"), which consists of the
     Company's wholly-owned subsidiary Overhill Farms, Inc. ("Overhill"),
     produces high quality entrees, plated meals, soups, sauces and poultry,
     meat and fish specialities. The forestry segment ("Forestry Group"), which
     consists of the Company's wholly-owned subsidiary Texas Timberjack, Inc.
     ("TTI" or "Timberjack") and TTI's majority-owned subsidiaries Southern
     Forest Products LLC ("SFP") and Wood Forest Products LLC ("WFP"),
     distributes, leases and provides financing for industrial and commercial
     timber equipment and is also engaged in certain related timber and sawmill
     operations. The transformer segment (the "Transformer Group"), which
     consists of the Company's wholly-owned subsidiary Polyphase Instrument Co.
     ("PIC"), manufactures and markets electric transformers, inductors and
     filters.


2.   BASIS OF PRESENTATION

     The consolidated financial statements include the accounts of the Company,
     its wholly-owned subsidiaries and its majority-owned subsidiaries. All
     material intercompany accounts and transactions are eliminated. Certain
     prior year amounts have been reclassified to conform to the current year
     presentation.

     The financial statements included herein have been prepared by the Company,
     without an audit, pursuant to the rules and regulations of the Securities
     and Exchange Commission. Certain information and footnote disclosures
     normally included in financial statements prepared in accordance with
     generally accepted accounting principles have been condensed or omitted
     pursuant to such rules and regulations. The Company believes that the
     disclosures are adequate to make the information presented not misleading.
     The information presented reflects all adjustments (consisting solely of
     normal recurring adjustments) which are, in the opinion of management,
     necessary for a fair statement of results for the interim periods when read
     in conjunction with the financial statements and the notes thereto included
     in the Company's latest financial statements filed as part of Form 10-K for
     the year ended September 30, 1998.

                                      -10-
<PAGE>

3.   INVENTORIES

     Inventories are summarized as follows:        June 30,      September 30
                                                     1999            1998
                                                 ------------    ------------
           Finished goods                        $ 26,220,263    $ 24,162,010
           Work-in-process                            470,117         430,507
           Raw materials                            9,593,925      10,228,111
           Inventory reserve                         (332,000)       (252,000)
                                                 ------------    ------------
                 Total                           $ 35,952,305    $ 34,568,628
                                                 ============    ============


     As of June 30, 1999, finished goods inventories are comprised of
     approximately $7,223,000 in inventories at the Food Group, $17,077,000 in
     timber and logging related equipment, $1,378,000 in finished wood products
     and $542,000 in transformers. As of June 30, 1999, raw materials
     inventories are comprised of approximately $5,660,000 in inventories at the
     Food Group, $2,861,000 in harvested but unprocessed timber and $1,073,000
     in transformer parts.


4.   TAXES

     The Federal income tax returns of TTI for the year ended March 31, 1994 and
     for the stub period ended June 24, 1994, were audited by the Internal
     Revenue Service. Both of these tax periods were prior to the acquisition of
     TTI by Polyphase. During the current period, the Internal Revenue Service
     assessed TTI with additional taxes of approximately $752,000 for the year
     ended March 31, 1994. The Company and TTI are appealing the IRS decision,
     and, in anticipation of further contesting the matter in District Court,
     TTI made a cash payment to the IRS for $1,185,000 (which is included in
     other current assets), representing the above tax assessment plus interest
     of $433,000. In the event the IRS reverses its earlier position, TTI would
     be entitled to a full refund of the amount paid. If the appeal is denied,
     TTI would seek recovery through District Court proceedings, and in that
     event, would consider the necessity of establishing appropriate valuation
     accounts for any amounts not considered recoverable. Management believes,
     based upon the advice of counsel, that this issue will ultimately be
     resolved without a material financial effect on TTI or the Company.

                                      -11-
<PAGE>

5.    EARNINGS PER SHARE

     The following table sets forth the computations of basic and diluted
     earnings per share:

<TABLE>
<CAPTION>
                                                  For the Three Months Ended
                                                           June 30
                                                 ----------------------------
                                                     1999           1998
                                                 ------------    ------------
<S>                                                       <C>           <C>
Numerator:
 Net income (loss)                               $    165,495    $   (675,034)
 Preferred dividends                                  (16,932)        (37,500)
                                                 ------------    ------------
 Net income (loss) attributable to
  common stockholders                            $    148,563    $   (712,534)
                                                 ============    ============

Denominator:
 Denominator for basic earnings
  per share - weighted average shares              17,758,045      14,785,541
                                                 ------------    ------------
 Effect of dilutive securities:
   Convertible preferred stock                      1,962,567            -
                                                 ------------    ------------
   Dilutive potential common shares (a)             1,962,567            -
                                                 ------------    ------------
                                                   19,720,612      14,785,541
                                                 ============    ============
</TABLE>

<TABLE>
<CAPTION>
                                                  For the Nine Months Ended
                                                           June 30,
                                                 ------------    ------------
                                                      1999           1998
                                                 ------------    ------------
<S>                                             <C>             <C>
Numerator:
 Net income (loss) before extraordinary item     $   (368,449)   $    604,670
 Preferred dividends                                  (74,266)       (117,750)
                                                 ------------    ------------
                                                     (442,715)        486,920
 Extraordinary item                                      -           (616,239)
                                                 ------------    ------------
 Income (loss) available to common stockholders  $   (442,715)   $   (129,319)
                                                 ============    ============
  Denominator:
   Denominator for basic earnings per share-
     weighted average shares (a)                   16,665,603      14,419,541
                                                 ============    ============
</TABLE>

   (a)  Dilutive potential common shares were excluded from the computation in
        loss periods since their effect would have been antidilutive.

                                      -12-
<PAGE>

6.   STOCKHOLDERS' EQUITY

     During the nine months ended June 30, 1999, Infinity Investors Limited
     ("Infinity"), the holder of the Company's Series A-3 Preferred Stock,
     converted a total of 58,560 shares of such stock, together with accrued
     dividends of $205,648, into a total of 2,302,414 shares of the Company's
     common stock. Based upon the market price of the Company's common stock as
     of June 30, 1999, the holder would have been entitled to approximately 1.8
     million common shares upon conversion of its remaining preferred stock and
     accrued dividends. Any additional conversions of the Series A-3 Preferred
     Stock require that the Company file an application with the American Stock
     Exchange ("AMEX") for the listing of such additional common shares prior to
     issuance. The AMEX Company Guide requires stockholder approval as a
     prerequisite to the filing of such additional listing application. At the
     Company's Annual Meeting held May 27, 1999, a majority of the stockholders
     voted against a proposal to file an additional listing application with
     respect to the conversion of additional preferred shares by Infinity. The
     Company, as well as its directors, are currently in litigation with
     Infinity regarding issues related to this matter.

     The Company, during November 1998, entered into an agreement, whereby the
     Company agreed to pay a $500,000 judgment relating to certain litigation in
     fiscal 1998, in monthly payments of $8,000 (including interest at 10% per
     annum) over an eighteen month period, with a balloon payment due at the end
     of that period. In connection therewith, the Company, during the nine
     months ended June 30, 1999, issued a total of 300,000 shares of its common
     stock valued at $85,000, as partial payment against the judgment, together
     with certain costs associated therewith.

                                      -13-
<PAGE>

     ITEM 2. MANAGEMENT'S DISCUSSION  AND ANALYSIS


Statements contained in this Form 10-Q that are not historical facts, including,
but not limited to, any projections contained herein, are forward-looking
statements and involve a number of risks and uncertainties.  The actual results
of the future events described in such forward-looking statements in this Form
10-Q could differ materially from those stated in such forward-looking
statements. Among the factors that could cause actual results to differ
materially are: adverse economic conditions, industry competition and other
competitive factors, government regulation and possible future litigation.

Results of Operations

Revenues for the nine months ended June 30, 1999 increased $8,796,000 (8.1%) to
$116,789,000 from $107,993,000 during the nine months ended June 30, 1998.  The
increase in revenues is primarily attributable to sales gains by Overhill.  The
volume increase resulted in a gross profit increase of $710,000 to $20,653,000
in 1999 from $19,943,000 in 1998, more than compensating for a slight decrease
(from 18.5% in 1998 to 17.7% in 1999) in gross margins rates. An increase in
selling, general and administrative expenses of $959,000 resulted in an
operating income decrease of $249,000 (4.2%) to $5,704,000 for the nine months
ended June 30, 1999, as compared to $5,953,000 in 1998.

Consolidated net income before extraordinary item for the nine months ended June
30, 1999 decreased  $973,000 to a net loss of $368,000 from net income of
$605,000 during the nine months ended June 30, 1998.  Net income for the prior
period included a one time gain of $988,000 from the sale of the Company's
corporate headquarters in December 1997.

The Food Group's revenues increased $11,549,000 (16.8%) to $80,099,000 for the
nine months ended June 30, 1999, as compared to $68,550,000 for the nine months
ended June 30, 1998.  Gross profits increased $2,617,000 (23.7%) to $13,649,000,
compared to $11,032,000 in the prior year, primarily due to increased business
from both new and existing national accounts, together with  the effect of
negotiated decreases in materials costs.  Operating income increased $1,367,000
to $5,014,000 in 1999, compared to $3,647,000 in fiscal 1998.

Revenues for the Forestry Group for the nine months ended June 30, 1999
decreased $4,089,000 (11.3%) to $32,153,000 from $36,242,000 for the nine months
ended June 30, 1998. Operating income for the same period decreased $2,473,000
to $990,000 for the nine months ended June 30, 1999 from $3,463,000 for the nine
months ended June 30, 1998.  This decrease was primarily attributable to a
softness in the East Texas timber market, resulting in a $1,949,000 decrease in
gross margins for the current period, coupled with an increase of $524,000 in
selling, general and administrative expenses.

Revenues for the Transformer Group for the nine months ended June 30, 1999
increased $1,336,000 to $4,537,000 from $3,201,000 for the comparable period in
fiscal 1998.  Operating income decreased to $31,000 for the nine months ended
June 30, 1999 from $36,000 for the comparable period in fiscal 1998.

                                      -14-
<PAGE>

Liquidity and Capital Resources

During the nine months ended June 30, 1999, the Company's operating activities
resulted in a use of cash of approximately $1,538,000, compared to cash used of
$7,360,000 during the comparable period in fiscal 1998. The use of cash during
the current year is generally due to increases in trade receivables, offset
somewhat by increases in accounts payable, both resulting primarily from volume
increases by Overhill.

During the nine months ended June 30, 1999, the Company's investing activities
resulted in a use of cash of approximately $1,620,000, compared to a use of cash
of $2,023,000 in fiscal 1998.  The Company's use of cash resulted primarily from
increases in notes receivable and capital expenditures by Texas Timberjack and
its subsidiaries.

During the nine months ended June 30, 1999, the Company's financing activities
provided cash of approximately $4,219,000 as compared to cash provided of
$9,047,000 in the comparable period in fiscal 1998.  The source of cash during
the current year consisted primarily of advances under revolving lines of credit
by Timberjack and Overhill.

The Company has principal payment obligations to Long Horizons and to Mr. Harold
Estes.  The Company's management believes that cash generated from operations,
together with available lines of credit, possible refinancings and contemplated
debt and/or equity placements, will be sufficient to meet the Company's
liquidity requirements for the next twelve months.


Year 2000

The Company has initiated a Year 2000 program to identify and address issues
associated with the ability of its business systems and equipment to properly
recognize the Year 2000.  The purpose of this effort is to avoid interruption of
the operations of the Company as a result of the century change that will occur
on January 1, 2000.  The Company's program includes review of its software
systems, review of its operating systems, upgrade or retirement of non-compliant
hardware and contacting key suppliers to assess their Year 2000 readiness.

The Food Group is completing the installation of a new integrated accounting,
inventory, sales and purchasing system to replace the existing manual and
computer systems supporting operations.  The system software and hardware has
been certified by the vendor to be Year 2000 compliant and has been implemented
as a parallel system.  The Forestry Group has reviewed its existing software and
is the process of completing an upgrade modification. Each group will retire or
replace its existing hardware as deemed necessary and should be completely
tested and on line by September 1999.

The Company began the second phase of its Year 2000 compliance project in late
January.  The Company's subsidiaries are contacting key vendors to assess their
Year 2000 readiness and evaluate the effect of non-compliance on the Company's
future business.

Despite efforts to address the Year 2000 problem, there can be no guarantee that
critical suppliers or entities on which the Company relies will be converted on
a timely basis.  The Company believes, based upon preliminary findings, that
most vendors are performing internal Year 2000 projects similar to the Company's
and that non-compliant vendors will offer alternative measures for time
sensitive

                                      -15-
<PAGE>

products. Contingency plans for obtaining goods and services from non-compliant
vendors will be addressed on a case by case basis.

To date, the Company has had no material expenditures for direct Year 2000
compliance procedures. The Company believes that neither the cost of its planned
upgrade and modification program nor a failure to timely complete such program,
will have a material adverse effect on the Company's financial condition,
results of operations or cash flows.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company does not own, nor does it have an interest in any market risk
sensitive investments.

                                      -16-
<PAGE>

                          PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

During fiscal 1997, five substantially identical complaints were filed in the
United States District Court for the District of Nevada against the Company and
certain of its officers and directors.  The complaints each sought certification
as a class action and asserted liability based on alleged misrepresentations
that the plaintiffs claimed resulted in the market price of the Company's stock
being artificially inflated.  The defendants filed motions to dismiss in each of
the lawsuits asserting that the plaintiffs' allegations failed to state a claim.
Without certifying the cases as class actions, the District Court consolidated
the cases into a single action.  In June 1998, the District Court ordered the
plaintiffs to file an amended complaint within thirty (30) days, finding that
there is a heightened pleading standard for federal securities law claims. The
plaintiffs then filed a motion for reconsideration of the Court's ruling.  The
defendants opposed that motion, and the Court, in March 1999, denied the
plaintiffs' motion for reconsideration.  The plaintiffs did not file an amended
complaint within the specified thirty (30) day time period, claiming that they
were entitled to additional time to file an amended pleading by reason of a
scheduling order issued by the Court. Defendants moved to dismiss the
consolidated cases in light of the plaintiffs' failure to file an amended
complaint. Thereafter, plaintiffs filed an amended complaint. Defendants
responded with an amended motion to dismiss, arguing that the plaintiffs' filing
came too late and that it was insufficient to state a claim. There has been no
ruling on defendants' amended motion to dismiss, and plaintiffs have now sought
a stay of the proceedings in light of a recent appellate court decision.
Consequently, it cannot be determined at this time whether the plaintiffs'
amended complaint will be dismissed.  However, management believes that this
litigation will be resolved without material effect on the Company's financial
condition, results of operations, or cash flows.

The Company and its subsidiaries are involved in certain legal actions and
claims arising in the ordinary course of business.  Management believes that
such litigation and claims will be resolved without material effect on the
Company's financial position or results of operations.


Item 4.  Submission of Matters to a Vote of Security Holders

On May 27, 1999, the Company held its 1999 Annual Meeting of Stockholders (the
"Annual Meeting").  At the Annual Meeting, the following matters were considered
and voted upon:

     (a) the election of four (4) directors of the Company;

     (b) an amendment to the 1994 Employee Stock Option Plan for Polyphase
     Corporation (the "1994 Employee Plan") to increase the number of shares of
     common stock authorized and reserved for issuance upon the exercise of
     stock options granted pursuant to the 1994 Employee Plan by 750,000 shares,
     from 1,000,000 to 1,750,000 shares; and

     (c) the filing of a listing application with the American Stock Exchange,
     Inc. ("AMEX"), enabling the Company to issue additional shares of common
     stock in excess of restrictive limits set forth by the AMEX, upon
     conversion of shares of a series of the Company's preferred stock.

                                      -17-
<PAGE>

The following table sets forth certain information relating to the voting by
stockholders on the matters referred to above:

<TABLE>
<CAPTION>

                         Votes Cast  Votes Against    Broker
                            For       Or Withheld   Abstentions  Non-Votes
                         ----------  -------------  -----------  ---------
<S>                     <C>         <C>            <C>          <C>
Director Nominees
  James Rudis            15,243,110        435,071       -          -
  Michael F. Buck        15,242,610        435,571       -          -
  George R. Schrader     15,243,110        435,071       -          -
  William E. Shatley     15,243,110        435,071       -          -

Amendment to 1994
  Employee Plan          10,182,854      5,279,117      216,210     -

Filing of AMEX
  Listing Application     1,251,173      8,204,186      131,110  6,091,712

</TABLE>

Reference is made to the Company's definitive proxy statement, mailed on May 7,
1999 to stockholders of record on April 19, 1999, for more complete information
relating to the 1999 Annual Meeting.



Item 6.  Exhibits and Reports on Form 8-K.

     (a) Exhibits

         27   Financial Data Schedule

     (b) Reports on Form 8-K - One report on Form 8-K was filed during the
         quarter ended June 30, 1999. The report, dated April 30, 1999, reported
         under Item 5 thereof that on April 26, 1999, the Board of Directors
         had, by unanimous written consent, amended Article III, Section 1 of
         the Company's bylaws relating to the election of directors.

                                      -18-
<PAGE>

                                  SIGNATURES


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


                                         POLYPHASE CORPORATION
                                         (Registrant)


Date: August 12, 1999                    By: /s/ James Rudis
                                             ---------------
                                             James Rudis
                                             Chairman, President and
                                             Chief Executive Officer



Date: August 12, 1999                    By: /s/ William E. Shatley
                                             ----------------------
                                             William E. Shatley
                                             Senior Vice President, Treasurer
                                             and Chief Financial Officer

                                      -19-
<PAGE>

                               INDEX TO EXHIBITS



          Exhibit No.                           Exhibit
          -----------                    -----------------------

          27                             Financial Data Schedule