<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM 10-Q
<TABLE>
<CAPTION>
<S>                                                                                          <C>

(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, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)  OF THE SECURITIES EXCHANGE ACT
OF 1934
          For the transition period from                    to
                                          -----------------    ---------------
</TABLE>
                        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 3, 2000
<PAGE>

                             POLYPHASE CORPORATION
                                   FORM 10-Q
                          QUARTER ENDED JUNE 30, 2000

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

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

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

Item 1. Financial Statements

Consolidated Condensed Balance Sheets as of
   June 30, 2000 and September 30, 1999                                2

Consolidated Condensed Statements of
  Operations for the Three Months Ended
  June 30, 2000 and 1999                                               4

Consolidated Condensed Statements of
  Operations for the Nine Months Ended
  June 30, 2000 and 1999                                               5

Consolidated Condensed Statements of
  Cash Flows for the Nine Months Ended
  June 30, 2000 and 1999                                               7

Notes to Consolidated Condensed Financial Statements                   9

Item 2. Management's Discussion and Analysis of
  Financial Condition and Results of Operations                       15

Item 3. Quantitative and Qualitative Disclosures about Market Risk    16

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

Item 1.  Legal Proceedings                                            17

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

Signature Page                                                        19

                                      -1-
<PAGE>

                    POLYPHASE CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED CONDENSED BALANCE SHEETS


                                     Assets
<TABLE>
<CAPTION>

                                                                 June 30,    September 30,
                                                               -----------   -------------
                                                                  2000           1999
                                                               -----------   -------------
                                                               (Unaudited)
<S>                                                            <C>           <C>
Current assets:
 Cash                                                          $   667,500   $     375,408
 Receivables, net of allowance for doubtful accounts
  of $526,187 and $502,667
   Trade accounts                                               20,853,741      17,373,364
   Current portion of sales contracts                            3,919,939       4,765,072
   Notes receivable                                              3,881,923       3,359,777
 Inventories                                                    33,599,828      30,924,744
 Prepaid expenses and other                                      2,840,497       1,663,269
                                                               -----------   -------------
    Total current assets                                        65,763,428      58,461,634
                                                               -----------   -------------

Property and equipment:
 Land                                                              432,000         432,000
 Buildings and improvements                                      3,780,443       3,481,009
 Machinery, equipment and other                                  9,399,583       8,929,988
                                                               -----------   -------------
                                                                13,612,026      12,842,997
 Less-Accumulated depreciation                                  (8,146,687)     (7,114,989)
                                                               -----------   -------------
                                                                 5,465,339       5,728,008
                                                               -----------   -------------

Other assets:
 Noncurrent receivables, net of allowance for
   doubtful accounts of $1,264,563 and $1,305,220
    Sales contracts                                              1,936,478       2,114,591
    Notes receivable                                                  -               -
    Related parties                                              1,741,168       1,523,096
 Excess of cost over fair value of net assets of businesses
   acquired, net of accumulated amortization of $4,437,699
   and $3,754,614                                               13,769,746      12,178,209
 Other intangible assets                                         1,771,406       1,216,393
 Restricted cash                                                   715,556         625,623
 Other                                                           1,533,166       1,674,388
                                                               -----------   -------------
                                                                21,467,520      19,332,300
                                                               -----------   -------------
                                                               $92,696,287   $  83,521,942
                                                               ===========   =============
</TABLE>



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

                                      -2-
<PAGE>

                    POLYPHASE CORPORATION AND SUBSIDIARIES
               CONSOLIDATED CONDENSED BALANCE SHEETS (continued)


                     Liabilities and Stockholders' Equity

<TABLE>
<CAPTION>
                                                        June 30,     September 30,
                                                      ------------   -------------
                                                          2000            1999
                                                      ------------   -------------
                                                       (Unaudited)
<S>                                                   <C>            <C>
Current liabilities:
 Notes payable                                        $  7,726,421   $   4,403,264
 Accounts payable                                       11,017,737       9,937,347
 Accrued expenses and other                              3,224,587       3,374,493
 Current maturities of long-term debt                    5,200,118       6,798,467
                                                      ------------   -------------
    Total current liabilities                           27,168,863      24,513,571

Long term debt, less current maturities                 36,360,005      33,592,522
Note payable and accrued interest to related party      19,019,285      17,914,842
Reserve for credit guarantees                              715,556         625,623
                                                      ------------   -------------
    Total liabilities                                   83,263,709      76,646,558
                                                      ------------   -------------


Warrants to purchase common stock
 in subsidiary                                           2,370,000       1,425,378

Stockholders' equity:
 Preferred stock, $.01 par value, authorized
    50,000,000 shares, issued and outstanding
    none and 56,440 shares, respectively                      -                564
 Common stock, $.01 par value, authorized
   100,000,000 shares, issued and outstanding
   17,812,464 shares                                       178,125         178,125
 Paid-in capital                                        27,596,046      28,159,887
 Accumulated deficit                                   (20,711,593)    (22,888,570)
                                                      ------------   -------------
    Total stockholders' equity                           7,062,578       5,450,006
                                                      ------------   -------------
                                                      $ 92,696,287   $  83,521,942
                                                      ============   =============
</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)
<TABLE>
<CAPTION>


                                                        For the Three Months Ended
                                                                 June 30,
                                                         ------------------------
                                                            2000         1999
                                                         -----------  -----------
<S>                                                      <C>          <C>
Net revenues                                             $46,647,829  $37,702,120

Cost of sales                                             37,509,993   30,315,010
                                                         -----------  -----------
Gross profit                                               9,137,836    7,387,110

Selling, general and administrative expenses               6,390,444    5,179,478
                                                         -----------  -----------
Operating income                                           2,747,392    2,207,632
                                                         -----------  -----------
Other income (expenses):
 Interest expense                                         (2,040,163)  (2,093,380)
 Interest income and other                                   318,144       47,424
                                                         -----------  -----------
  Total other income (expenses)                           (1,722,019)  (2,045,956)
                                                         -----------  -----------
Income before income taxes and
 discontinued operations                                   1,025,373      161,676

Income taxes                                                    -            -
                                                         -----------  -----------
Income before discontinued operations                      1,025,373      161,676

Discontinued operations                                         -           3,819
                                                         -----------  -----------
Net income                                                 1,025,373      165,495

Dividends on preferred stock                                    -         (16,932)
                                                         -----------  -----------
Net income attributable to common stockholders           $ 1,025,373  $   148,563
                                                         ===========  ===========

Net income per share - basic and diluted:
   Before discontinued operations                        $       .06  $       .01
   Discontinued operations                                      -            -
                                                         -----------  -----------
   Net income per share                                  $       .06  $       .01
                                                         ===========  ===========
</TABLE>

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

                                      -4-

<PAGE>

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

<TABLE>
                                                        For the Nine Months Ended
                                                                June 30,
                                                       ---------------------------
                                                           2000            1999
                                                       ------------   ------------
<S>                                                    <C>            <C>
Net revenues                                           $134,578,013   $112,252,220

Cost of sales                                           107,201,464     92,035,429
                                                       ------------   ------------

Gross profit                                             27,376,549     20,216,791

Selling, general and administrative expenses             18,683,658     14,543,509
                                                       ------------   ------------

Operating income                                          8,692,891      5,673,282
                                                       ------------   ------------

Other income (expenses):
 Interest expense                                        (6,114,518)    (6,442,165)
 Interest income and other                                  650,020        385,871
                                                       ------------   ------------

  Total other income (expenses)                          (5,464,498)    (6,056,294)
                                                       ------------   ------------

Income (loss) before income taxes, discontinued
 operations and extraordinary item                        3,228,393       (383,012)

Income taxes                                                112,442           -
                                                       ------------   ------------
Income (loss) before discontinued operations
 and extraordinary item                                   3,115,951       (383,012)

Discontinued operations                                        -            14,563

Extraordinary item--early extinguishment of debt         (1,290,431)          -
                                                       ------------   ------------

Net income (loss)                                         1,825,520       (368,449)

Gain (dividends) on reacquired preferred stock              351,457        (74,266)
                                                       ------------   ------------

Net income (loss) attributable to common stockholders  $  2,176,977   $   (442,715)
                                                       ============   ============
</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,
                                                          -------------------------
                                                             2000           1999
                                                          ----------     ----------
<S>                                                       <C>            <C>
Net income (loss) per share - basic and diluted:
   Before discontinued operations and
     extraordinary item                                   $      .19     $     (.03)
   Discontinued operations                                        -              -
   Extraordinary item                                           (.07)            -
                                                          ----------     ----------
   Net income (loss) per share:                           $      .12     $     (.03)
                                                          ==========     ==========
</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>
                                                                      For the Nine Months Ended
                                                                                June 30,
                                                                    -----------------------------
                                                                        2000             1999
                                                                    ------------     ------------
<S>                                                                 <C>              <C>
Cash flow provided by (used in) operating activities:
 Net income (loss)                                                  $  1,825,520     $   (368,449)
 Adjustments to reconcile net income (loss)
  to net cash provided by (used in) operating
  activities:
   Depreciation and amortization                                       2,485,264        3,052,148
   Provision for doubtful accounts                                        74,820          121,000
   Discontinued operations                                                  -             (14,563)
   Extraordinary item                                                  1,290,431             -
 Changes in:
   Accounts and sales contracts receivable                            (2,531,951)      (4,775,888)
   Inventories                                                        (2,675,084)      (1,708,677)
   Prepaid expenses and other                                         (1,036,006)      (1,298,975)
   Accounts payable                                                    1,080,390        2,837,106
   Accrued expenses and other                                            611,597          193,005
                                                                    ------------     ------------
      Net cash provided by (used in)
       operating activities                                            1,124,981       (1,963,293)
                                                                    ------------     ------------

Cash flows provided by (used in) investing
 activities:
  Notes and other receivables                                           (522,146)        (619,423)
  Receivables from related parties                                      (218,072)        (124,445)
  Capital expenditures, net                                             (769,029)        (803,175)
                                                                    ------------     ------------
     Net cash used in
      investing activities                                          $ (1,509,247)    $ (1,547,043)
                                                                    ============     ============
</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,
                                                           -----------------------------
                                                               2000            1999
                                                           ------------    ------------
<S>                                                        <C>             <C>
Cash flows provided by (used in) financing activities:
   Refinancing of Overhill indebtedness:
     Borrowings                                            $ 38,502,176    $       -
     Repayments                                             (32,322,005)           -
     Redemption of warrants                                  (3,700,000)           -
     Deferred financing costs                                (1,832,907)           -
  Borrowings (principal payments) on other
   notes payable and long term debt, net                        479,094       4,437,242
  Exercise of common stock options                                 -              1,300
  Repurchase of preferred stock                                (450,000)           -
                                                           ------------    ------------
   Net cash provided by
     financing activities                                       676,358       4,438,542
                                                           ------------    ------------
Net increase in cash                                            292,092         928,206
Cash - beginning of period                                      375,408         401,393
                                                           ------------    ------------

Cash - end of period                                       $    667,500    $  1,329,599
                                                           ============    ============


Supplemental schedule of cash flow information:
 Cash paid during the period for :
  Interest                                                 $  4,465,218    $  4,155,759
  Income taxes                                             $     19,858    $       -
</TABLE>

Supplemental schedule of noncash investing and financing activities:

In connection with the Overhill Farms refinancing in November 1999, warrants
were issued having an estimated fair market value of $2,370,000.

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 a total of 145,000 shares of common stock,
exercisable 130,000 shares at $.01 per share and 15,000 shares at $.50 per
share.  Such options were assigned a value of $28,000.



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

                                      -8-
<PAGE>

                    POLYPHASE CORPORATION AND SUBSIDIARIES
             Notes to Consolidated Condensed Financial Statements
                                 June 30, 2000



1.  NATURE OF BUSINESS

  Polyphase Corporation (the "Company" or "Polyphase") is a diversified holding
  company that, through its subsidiaries, operates in two industry segments: the
  food segment and the forestry 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 Company's 100% ownership of Overhill
  is subject to warrants outstanding to purchase a minority position in
  Overhill. The forestry segment (the "Forestry Group"), which consists of the
  Company's wholly-owned subsidiary Texas Timberjack, Inc. ("Timberjack" or
  "TTI") and its 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 Company's transformer
  segment, which manufactures and markets electronic transformers, inductors and
  filters (the "Transformer Group"), was discontinued in fiscal 1999, as a
  result of the sale of the Company's wholly-owned subsidiary, Polyphase
  Instrument Co. ("PIC").


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 have been 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, 1999.

                                      -9-
<PAGE>

3. INVENTORIES

   Inventories are summarized as follows:         June 30,        September 30,
                                                     2000             1999
                                               ------------       -------------
                Finished goods                 $ 25,722,464       $  22,409,448
                Raw materials                     8,127,870           8,565,296
                Inventory reserve                  (250,506)            (50,000)
                                               ------------       -------------
                Total                          $ 33,599,828       $  30,924,744
                                               ============       =============

  As of June 30, 2000 and September 30, 1999, finished goods inventories
  consisted of approximately $8,197,000 and $7,804,000 in inventories at the
  Food Group, $16,860,000 and $13,603,000 in timber and logging related
  equipment, and $665,000 and $1,003,000 in finished wood products,
  respectively.  As of June 30, 2000 and September 30, 1999, raw materials
  inventories consisted of approximately $6,875,000 and $5,872,000 in
  inventories at the Food Group and $1,253,000 and $2,693,000 in harvested but
  unprocessed timber, respectively.


4.  TAXES

  For the nine months ended June 30, 2000, the actual federal income tax expense
  attributable to income from continuing operations differed from the net
  amounts recorded by the Company. The Company's subsidiaries recorded a
  provision for federal income taxes of approximately $1,133,000 using the
  statutory rate of 34% and the Company then applied a like amount of its
  existing valuation allowance as a reduction of this amount, resulting in a net
  federal provision for the period of zero.  The provision for the period
  represents estimated state income taxes only.


5.  LONG-TERM DEBT

  In November 1999, Overhill refinanced substantially all its existing debt. The
  new facility amounted to $44 million, consisting of a $16 million line of
  credit provided by Union Bank of California, N.A. ("Union Bank"), together
  with $28 million in the form of a five-year term loan provided by Levine
  Leichtman Capital Partners II, L.P. ("LLCP").

  The line of credit with Union Bank expires in November 2002 and provides for
  borrowings limited to the lesser of $16 million or an amount determined by a
  defined borrowing base consisting of eligible receivables and inventories.
  Borrowings under the line bear interest at a rate, as selected by Overhill at
  the time of borrowing, of prime plus .25% or LIBOR plus 2.75%. The agreement
  contains various covenants including restrictions on capital expenditures,
  requirements to maintain specified net worth levels and debt service ratios,
  and generally prohibits loans, advances or dividends from Overhill to the
  Company and limits payments of taxes and other expenses to Polyphase to
  specified levels.  The line of credit is guaranteed by the Company and
  collateralized by certain assets of Overhill and the Overhill common stock
  owned by Polyphase.

                                     -10-
<PAGE>

  The term loan with LLCP is a secured senior subordinated note bearing interest
  at 12% per annum, with interest payable monthly until maturity in October
  2004.  Principal payments in an amount equal to 50% of the excess cash flow,
  as defined, for Overhill's previous fiscal year are also payable annually
  commencing in January 2001. Voluntary principal payments are permitted after
  October 31, 2001, subject to certain prepayment penalties.  The agreement
  contains various covenants including restrictions on capital expenditures,
  minimum EBITDA and net worth levels, and specified debt service and debt to
  equity ratios.  In addition, the terms of the agreement restrict changes in
  control, generally prohibit loans, dividends or advances by Overhill to the
  Company and limit payments of taxes and other expenses to Polyphase to
  specified levels. The term loan with LLCP is guaranteed by the Company and
  collateralized by certain assets of Overhill.  The agreement also requires
  Overhill to pay to LLCP, during each January, annual consulting fees of
  $180,000.

  In connection with the agreement, LLCP was issued warrants to purchase 17.5%
  of the common stock of Overhill, exercisable immediately at a nominal exercise
  price. During the first two years following the date of the agreement,
  Overhill has the right to repurchase 5% of Overhill's shares from LLCP for $3
  million and/or to repurchase all 17.5% of the Overhill shares subject to the
  LLCP warrant within five days of the term loan being repaid at their then
  determined fair market value.  If such shares are not purchased, LLCP will be
  entitled under the agreement to receive a cash payment of $500,000 from
  Overhill.  At the date of issuance, the warrants granted to LLCP were
  estimated to have a fair value of $2.37 million.

  As a result of the transactions, Overhill repaid in full the $22.7 million
  senior subordinated notes and the $9.7 million balance of its revolving line
  of credit with previous lenders. Additionally, Overhill repurchased, for $3.7
  million, the warrants held by a previous lender to purchase 30% of Overhill's
  common stock; the excess of such repurchase amount over the carrying value of
  the warrant amounted to approximately $2.3 million and was recorded as
  goodwill. In connection with the refinancing, Overhill was permitted to make a
  one-time advance of $1.25 million to Polyphase for working capital and other
  specified purposes. Overhill incurred costs and expenses in connection with
  the refinancing totaling approximately $1.9 million, substantially all of
  which has been, or will be, paid to the lenders. The early extinguishment of
  the previous indebtedness resulted in an extraordinary loss of approximately
  $1.3 million (net of a $500,000 refund for early payment of the senior
  subordinated notes) during the nine months ended June 30, 2000.

                                     -11-
<PAGE>

6.  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,
                                                      ------------------------------
                                                          2000              1999
                                                      ------------      ------------
<S>                                                   <C>               <C>
Numerator:
   Income before discontinued operations              $  1,025,373      $    161,676
   Dividends on preferred stock                               -              (16,932)
                                                      ------------      ------------
                                                         1,025,373           144,744

   Discontinued operations                                    -                3,819
                                                      ------------      ------------

   Net income attributable to common stockholders     $  1,025,373      $    148,563
                                                      ============      ============

Denominator:
  Denominator for basic earnings per share-
   weighted average shares                              17,812,464        17,758,045
                                                      ------------      ------------

Effect of dilutive securities (a):
   Convertible preferred stock                                -            1,962,567
   Stock options                                            75,329              -
   Warrants                                                   -                 -
                                                      ------------      ------------
       Dilutive potential common shares (a)                 75,329         1,962,567
                                                      ------------      ------------

 Denominator for diluted earnings per share             17,887,793        19,720,612
                                                      ============      ============


Net income per share - basic and diluted:

 Before discontinued operations                       $        .06      $        .01

 Discontinued operations                                      -                 -
                                                      ------------      ------------

 Net income per share                                 $        .06      $        .01
                                                      ============      ============
</TABLE>

                                     -12-
<PAGE>

<TABLE>
                                                                        For the Nine Months Ended
                                                                                 June 30,
                                                                      -----------------------------
                                                                          2000             1999
                                                                      ------------     ------------
<S>                                                                   <C>              <C>
Numerator:
 Income (loss) before discontinued operations
  and extraordinary item                                              $  3,115,951     $   (383,012)
 Gain (dividends) on reacquired preferred stock                            351,457          (74,266)
                                                                      ------------     ------------
                                                                         3,467,408         (457,278)

 Discontinued operations                                                      -              14,563

 Extraordinary item                                                     (1,290,431)            -
                                                                      ------------     ------------

 Net income (loss) attributable to common stockholders                $  2,176,977     $   (442,715)
                                                                      ============     ============

Denominator:
 Denominator for basic earnings per share-
  weighted average shares                                               17,812,464       16,665,603
                                                                      ------------     ------------
 Effect of dilutive securities (a):
  Convertible preferred stock                                              358,618             -
  Stock options                                                              6,019             -
  Warrants                                                                    -                -
                                                                      ------------     ------------
  Dilutive potential common shares (a)                                     364,637             -
                                                                      ------------     ------------
 Denominator for diluted earnings per share                             18,177,101       16,665,603
                                                                      ============     ============

Net income (loss) per share - basic and diluted:

   Before discontinued operations and extraordinary item              $        .19     $       (.03)

   Discontinued operations                                                    -                -

   Extraordinary item                                                         (.07)            -
                                                                      ------------     ------------
     Net income (loss) per share                                      $        .12     $       (.03)
                                                                      ============     ============
</TABLE>

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

                                     -13-
<PAGE>

7. STOCKHOLDERS' EQUITY

   During November 1999, the Company and Infinity Investors Limited
   ("Infinity"), the holder of the Company's Series A-3 preferred stock, entered
   into a settlement agreement whereby, among other things, the Company agreed
   to repurchase all Series A-3 preferred stock owned by Infinity, including all
   accrued but unpaid dividends, for $450,000 cash, and Infinity agreed to the
   dismissal of all litigation against the Company with respect to various
   matters related to its ownership of the preferred stock.  As a result of the
   settlement, the Company recorded a gain of approximately $351,000, related to
   the difference in the carrying value of the preferred stock plus the accrued
   dividends and the settlement amount.  Such amount was accounted for by
   recording a reduction of the Company's accumulated deficit during the nine
   months ended June 30, 2000.

   The Company, during November 1998, entered into an agreement, whereby it
   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 year ended
   September 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.  The remaining balance related to the
   judgment obligation was repaid during the nine months ended June 30, 2000.


                                     -14-
<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, 2000 increased $22,326,000 (19.9%)
to $134,578,000 from $112,252,000 during the nine months ended June 30, 1999.
The increase in revenues is primarily attributable to sales gains by Overhill.
Gross profits increased $7,160,000 to $27,377,000 in the current year from
$20,217,000 in the comparable period in 1999, as a result of both the volume
increase, as well as an increase in gross margin rates to 20.3% in the current
year as compared to 18.0% in the comparable period in fiscal 1999.  During the
current nine month period, operating income increased 53.2% to $8,693,000 from
$5,673,000 for the comparable period in the prior year.

Consolidated income before discontinued operations and extraordinary item for
the nine months ended June 30, 2000 increased $3,499,000 to $3,116,000 from a
loss of $383,000 during the nine months ended June 30, 1999.  After the effect
of an extraordinary expense of $1,290,000 related to the early extinguishment of
debt in connection with major refinancing by Overhill and a gain of $351,000 on
the reacquisition of preferred stock, net income attributable to common
stockholders amounted to $2,177,000 ($.12 per share) in the current year
compared to a loss of $443,000 ($.03 per share) in fiscal 1999.

The Food Group's revenues increased $23,847,000 (29.8%) to $103,946,000 for the
nine months ended June 30, 2000 as compared to $80,099,000 for the nine months
ended June 30, 1999.  Gross profits increased $6,886,000 to $20,535,000,
compared to $13,649,000 in the prior year, primarily due to continued volume
increases from both new and existing national accounts, together with the effect
of improved purchasing practices, including the outsourcing of certain
production. Operating income increased $3,190,000 to $8,204,000 in the current
period, compared to $5,014,000 for the same period in fiscal 1999.

Revenues for the Forestry Group for the nine months ended June 30, 2000
decreased $1,521,000 (4.7%) to $30,632,000 from $32,153,000 for the nine months
ended June 30, 1999. Operating income for the same period decreased $217,000 to
$773,000 for the nine months ended June 30, 2000 from $990,000 for the nine
months ended June 30, 1999. These decreases in revenues and operating results
are due to a continued softness in the East Texas timber market, affecting both
the Texas Timberjack core equipment business as well as its sawmill operations,
which is expected to continue at least into the next fiscal year.


                                     -15-
<PAGE>

Liquidity and Capital Resources

During the nine months ended June 30, 2000, the Company's operating activities
provided cash of approximately $1,125,000, compared to cash used of $1,963,000
during the comparable period in fiscal 1999. The cash provided in the current
year is generally due to improved operating results which were offset somewhat
by increases in receivables and inventories..

During the nine months ended June 30, 2000, the Company's investing activities
resulted in a use of cash of approximately $1,509,000, compared to a use of cash
of $1,547,000 during the comparable period in fiscal 1999.  The Company's use of
cash in the current year consisted of capital expenditures and increases in
Timberjack's nontrade receivables.

During the nine months ended June 30, 2000, the Company's financing activities
provided cash of approximately $676,000 as compared to cash provided of
$4,438,000 during the comparable period in fiscal 1999.  The cash provided in
the current year resulted generally from the refinancing of substantially all
indebtedness of Overhill which was offset somewhat by the repurchase of the
Company's Series A-3 preferred stock.

The Company believes that funds available to it from operations and existing
capital resources will be adequate for its capital requirements for the next
twelve months.



Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company's interest expense is affected by changes in prime and LIBOR rates
as a result of its various line of credit arrangements.  If these market rates
increase by an average of 1% in fiscal 2000, the Company's interest expense, on
an annualized basis, would increase by approximately $200,000, based on the
outstanding line of credit balances at June 30, 2000.

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

                                     -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 named in those original complaints
filed motions to dismiss in each of the lawsuits.  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 which satisfied the Court's interpretation of the pleading
standards set by the Private Securities Litigation Reform Act (the "PSLRA").
The plaintiffs then filed a motion for reconsideration of the Court's ruling.
The defendants opposed that motion, and the Court subsequently denied the
plaintiffs' motion for reconsideration. The plaintiffs then filed an amended
complaint which named two additional companies as defendants. The original
defendants moved to dismiss the amended complaint, among other things, on the
grounds that it failed to state a claim for securities fraud under the PSLRA.
The plaintiffs sought a stay of the Court's consideration of the original
defendants' second motion to dismiss, asserting that there was uncertainty as to
the legal standards to be applied in securities fraud cases.  At a hearing held
on March 3, 2000, the Court denied the plaintiffs' motion to stay and ruled on
the second motion to dismiss, granting it in part and denying it in part. The
Court gave the plaintiffs ninety (90) days to conduct discovery on a limited
issue and directed that motions for summary judgment should be submitted shortly
after the conclusion of the discovery period.  Following the March 3, 2000
hearing, the two companies named as additional defendants in the amended
complaint filed a motion to dismiss, claiming that the plaintiffs had failed to
state a claim against them under the PSLRA.  The Court has not ruled on that
motion to dismiss. The ninety (90) day period for the limited pretrial discovery
has expired, and all of the defendants have filed motions for summary judgment.
However, the plaintiffs have requested an extension of the discovery period, and
a magistrate judge has granted that request. The defendants have filed a motion
for reconsideration with respect to that ruling; however, no decision has been
made with respect to that motion.  Furthermore, the plaintiffs have requested an
extension of time to respond to the defendants' motions for summary judgment,
and no decision has been made with respect to that request.  Management believes
(based upon advice of legal counsel) 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.

                                     -17-
<PAGE>

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

        (a)   Exhibits

              27.1   Financial Data Schedule

        (b)   Reports on Form 8-K - No reports on Form 8-K were filed during the
              quarter ended June 30, 2000.

                                     -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 9, 2000                     By: /s/ JAMES RUDIS
                                             -----------------------------
                                             James Rudis
                                             Chairman, President and
                                             Chief Executive Officer



Date: August 9, 2000                     By: /s/ WILLIAM E. SHATLEY
                                             -----------------------------
                                             William E. Shatley
                                             Senior Vice President and
                                             Chief Financial Officer

                                     -19-
<PAGE>

                               INDEX TO EXHIBITS



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

      27.1                               Financial Data Schedule