UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

          QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the Quarterly period ended March 31, 2001

                         Commission File Number 0-30573

                            SPECTRE INDUSTRIES, INC.

            NEVADA                                     91-2041523231612
-------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation of organization)

                              #6 - 260 E. Esplanade
                               North Vancouver, BC
                                     V7L 1A3

                               Tel: (604) 984-0400
                               Fax: (604) 990-0927

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                         DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 113 0r 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]

Not applicable

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 20,655,860

Transitional Small Business Format: Yes |X|  No |_|


                                                                               1
<PAGE>

                         PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

See Exhibit A

Item 2. Management's Discussion and Analysis or Plan of Operation.

Overview

As noted in the Company's Report of Independent Certified Public Accountants
included in the Company's Report on Form 10-KSB for the year ended December 31,
2000, the Company has experienced significant operating losses and an
accumulated deficit. The Company incurred additional net losses of $ 117,607 for
the three months ended March 31, 2001 and had an accumulated deficit of
$10,562,324 at March 31, 2001. At March 31, 2001, the Company had current assets
of 811,881 and current liabilities of 61,724.

The Company is continuing its efforts to increase its sales volume and attain a
profitable level of operations. However, there is no assurance that the
Company's efforts will be successful. There can be no assurance that future
operations will be profitable or will satisfy future cash flow requirements.

Results of Operations-Three Months Ending March 31, 2001

During the three months ended March 31, 2001, total revenues amounted to
$289,548 versus $275,035 in the comparable prior year period. These revenues
derived primarily from the company's principal operating subsidiary, Grant
Automotive Group, Inc. ("GAG"), an Ontario (Canada) corporation. GAG is a
manufacturers representative in the Automotive aftermarket. GAG was acquired
from Grant Brothers Sales, Ltd., ("GBS") an Ontario (Canada) Corporation for a
cash consideration of US $500,000, effective January 1, 2000. As part of this
transaction, the Company entered into a Management Services Agreement with GBS
to provide managerial, sales and office support services to GAG for a term of
five years.

Pursuant to this Management Services Agreement, GBS agreed to operate GAG's
business in exchange for a share of the net cash flow generated thereby and the
issuance of 450,000 shares of Common Stock by the Company. GBS agreed to pay GAG
the first US $50,000 of net cash flow generated each year in excess of GBS's
direct expenses incurred in managing GAG. During the years 2000 and 2001, GBS
has agreed to prepay and guarantee such amount in two installments of US $25,000
each, on March 31 and December 31 of the foregoing years. GBS will then be
entitled to the next US $100,000 of net cash flow. Thereafter, any net cash flow
remaining will be distributed 47.5% to GAG and 52.5% to GBS.

In the event that GAG pays to GBS the "Net Cash Flow Increase Payment" on or
prior to January 1, 2005, GAG's share of the remaining net cash flow will be
increased to 95% and GBS's management fee will decrease to 5%. The "Net Cash
Flow Increase Payment" is $423,058.

The Company's revenue is primarily derived from commissions earned by GAG on the
sales of its principals' automotive and truck products to wholesale buyers such
as Uni-Select and NAPA in Canada.


                                                                               2
<PAGE>

The Company also acquired a 51% interest in Bigoni Stiner, Inc. ("Bigoni
Stiner") effective January 1, 2000. This is a small manufacturer's
representative agency operating in the States of Washington and Oregon. The
Company acquired its interest for 2 promissory notes each in the aggregate
amount of $50,000, payable 20% per year commencing December 31, 2000, bearing no
interest and subject to pro rata adjustment calculated annually in the event the
sales of Bigoni Stiner are other than an aggregate of $200,000 in any given
year.

The Company generated a gross margin of $92,065 for the three months ended March
31, 2001 compared with a gross margin of $46,777 for the comparable prior year
period. The gross margin percentage is 32% of revenue.

For the three month period ended March 31, 2001, the Company reported $289,548
in revenues, compared with $275,035 for the comparable prior year period,
primarily from commissions earned by its operating subsidiary on sales of
approximately $8,500,000 of its principals' automotive and heavy-duty parts
products in the North American automotive aftermarket.

Net loss for the three month period ending March 31, 2001 was $117,607 or $.01
per share. This compares to a net loss of $230,072 or $.02 per share for the
same period in the prior year.

During the three month period ending March 31, 2001, the Company incurred
interest expense of $4,678 compared to interest expense of $37,921 in the prior
year comparable period. Interest expense in that prior period was incurred
primarily on convertible debentures in the aggregate principal amount of
$1,521,100. Effective September 1, 2000, the Company converted all of its
convertible debentures into common stock of the Company's shares. This will
eliminated $152,100 in recurring annual interest expense.

Liquidity and Sources of Capital

During the three months ended March 31, 2001, the Company's operating cash
requirement was $103,386 attributable to a net loss of $117,607.

The ability of the Company to satisfy its obligations depends in part on its
ability to reach a profitable level of operations and secure long-term financing
for the development and expansion of its main business. The Company currently
has available cash to meet its needs for the next 12 months, assuming the same
level of corporate expenditure. The Company will depend on cash receipts from
commission revenues generated from its subsidiary operations. The Company has no
reason to believe that its principal operating subsidiary will fail to generate
at least the same level of commission revenues as in the past. There can be no
assurance, however, that the Company will be successful in obtaining any
additional financing through equity or debt offering, if and when needed.

As a result of the operations of GAG and the conversion of its outstanding
convertible debentures into shares of common stock in September of 2000, the
Company has no current need to raise additional capital in the near term to
survive as a going concern and to implement


                                                                               3
<PAGE>

its business plan. Through GAG, the Company intends to acquire small independent
agents in the North American auto parts industry. It is not anticipated that
these acquisitions, should any occur, would require substantial additional
capital either in the acquisition phase or in a later operating phase.

The Management Services Agreement between the Company and GBS provides an option
for the Company to increase its Net Cash Flow by payment of an additional
$423,058. This option doesn't expire until December 31, 2004. At that time the
Company may not have sufficient funds to cover this expense and, therefore,
substantial additional funds may be then required should the Company determine
to exercise this option. There is no certainty that the Company will be able to
raise sufficient capital in a timely manner or on terms it deems reasonable.

In light of the Company's limited resources and the competitive environment in
which it operates, any inability to obtain additional financing may cause the
Company to be forced to discontinue its proposed acquisition strategies. Debt
financing increases expenses and must be paid regardless of operating results.
Equity financing could involve dilution to the interests of the Company's
then-existing stockholders.

                          PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None

Item 2. Changes in Securities

On January 1, 2000, the Company issued 450,000 shares of Common Stock to GBS for
the purchase of GAG valued at $112,500, or $0.25 per share. These shares were
exempt from the registration requirements under the Securities Act in reliance
on Section 4(2) of the Securities Act.

On January 14, 2000, the Company issued in aggregate a total of 1,210,000 shares
of Common Stock to three individuals for services valued at $340,010, or $0.281
per share. 1,200,000 shares were issued in reliance on the exemption from the
registration requirements under the Securities Act provided by Regulation S
under the Securities Act. The remaining 10,000 shares were issued in reliance on
the exemption from the registration requirements under the Securities Act
provided by Regulation D under the Securities Act.

On January 14, 2000, the Company issued 300,000 shares of Common Stock to
European investors for a total subscription price of $60,000, or $0.20 per
share. These shares were issued in reliance on the exemption from the
registration requirements under the Securities Act provided by Regulation S
under the Securities Act.

On August 29, 2000 and September 26, 2000 the Company issued 660,000 shares of
Common Stock to European investors for a total subscription price of 330,000 or
$0.50 per share. These shares were issued in reliance on the exemption from the
registration requirements under the Securities Act provided by Regulation S
under the Securities Act.


                                                                               4
<PAGE>

On September 11, 2000 the Company issued an aggregate of 3,802,500 shares of its
common stock in connection with the conversion of all of its outstanding
Convertible debentures. These were converted at $.40 per share. This was
approximately 20% less than the conversion rate that would have been required
under the terms of the debenture. In addition, an aggregate of 145,310 shares
were issued on the same terms and conditions in connection with the accrued
interest owing on certain of the debentures. The remaining accrued interest was
paid in cash. The Company made this offer to its debenture holders in order to
eliminate all its outstanding long-term indebtedness prior to maturity. These
shares were issued in reliance on the exemption from the registration
requirements under the Securities Act provided by Regulation S under the
Securities Act.

Item 3. Defaults Upon Senior Securities

None

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

None

Item 5. Other Information.

None

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

None.


                                                                               5
<PAGE>

                         SIGNATURES

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

                                     Spectre Indestries, Inc.
                                     (Registrant)


Date: June 26, 2001                             /s/ Ian S. Grant
                                     -------------------------------------------
                                     Ian S. Grant, President and Chief Executive
                                     Officer*

*Print the name and title of each signing officer under his signature.


                                                                               6
<PAGE>

                            SPECTRE INDUSTRIES, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                      March 31, 2001 and December 31, 2000

<PAGE>

                            SPECTRE INDUSTRIES, INC.
                           Consolidated Balance Sheets

                                     ASSETS

                                                      March 31,     December 31,
                                                        2001            2000
                                                     ----------     ------------
                                                            (Unaudited)

CURRENT ASSETS

  Cash and cash equivalents                          $  706,957      $  810,343
  Accounts receivable, net                              104,924          88,329
  Interest receivable                                        --           2,565
                                                     ----------      ----------

    Total Current Assets                                811,881         901,237
                                                     ----------      ----------

FIXED ASSETS, NET                                           817             943
                                                     ----------      ----------

OTHER ASSETS

  Goodwill, net                                         363,347         387,570
  Note and interest receivable (net)                         --              --
                                                     ----------      ----------

    Total Other Assets                                  363,347         387,570
                                                     ----------      ----------

    TOTAL ASSETS                                     $1,176,045      $1,289,750
                                                     ==========      ==========

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


                                       2
<PAGE>

                            SPECTRE INDUSTRIES, INC.
                     Consolidated Balance Sheets (Continued)

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                     March 31,     December 31,
                                                       2001            2000
                                                   ------------    -------------
                                                    (Unaudited)

CURRENT LIABILITIES

  Accounts payable                                 $     29,234    $     34,104
  Accrued expenses                                       13,538           8,860
  Notes payable                                          18,952          18,952
                                                   ------------    ------------

    Total Current Liabilities                            61,724          61,916
                                                   ------------    ------------

LONG-TERM DEBT

  Notes payable                                          49,723          49,723
                                                   ------------    ------------

    Total Long-Term Debt                                 49,723          49,723
                                                   ------------    ------------

    Total Liabilities                                   111,447         111,639
                                                   ------------    ------------

STOCKHOLDERS' EQUITY

  Common stock, $0.001 par value, 100,000,000
   shares authorized, 20,655,860 shares issued
   and outstanding                                       20,655          20,655
  Additional paid-in capital                         11,603,095      11,603,095
  Other comprehensive income (loss)                       3,172            (922)
  Accumulated deficit                               (10,562,324)    (10,444,717)
                                                   ------------    ------------

    Total Stockholders' Equity                        1,064,598       1,178,111
                                                   ------------    ------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $  1,176,045    $  1,289,750
                                                   ============    ============

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


                                       3
<PAGE>

                            SPECTRE INDUSTRIES, INC.
                      Consolidated Statements of Operations
                                   (Unaudited)

                                               For the Three Months Ended
                                                        March 31,
                                              ----------------------------
                                                   2001            2000
                                              -------------   -------------

REVENUES                                      $    289,548    $    275,035

COST OF SALES                                      197,483         228,258
                                              ------------    ------------

  Gross Margin                                      92,065          46,777
                                              ------------    ------------

EXPENSES

  Bad debt expense                                      --           4,427
  General and administrative                       124,348          95,278
  Depreciation and amortization expense             24,304          24,223
  Consulting expense                                64,023         115,000
                                              ------------    ------------

    Total Expenses                                 212,675         238,928
                                              ------------    ------------

    Loss from Operations                          (120,610)       (192,151)
                                              ------------    ------------

OTHER INCOME (EXPENSE)

  Interest income                                    7,681              --
  Interest expense                                  (4,678)        (37,921)
                                              ------------    ------------

    Total Other Income (Expense)                     3,003         (37,921)
                                              ------------    ------------

NET LOSS                                          (117,607)       (230,072)
                                              ------------    ------------

OTHER COMPREHENSIVE INCOME (LOSS)

  Foreign currency translation adjustment            4,094            (223)
                                              ------------    ------------

    Total Other Comprehensive Income (Loss)          4,094            (223)
                                              ------------    ------------

TOTAL OTHER COMPREHENSIVE INCOME (LOSS)       $   (113,513)   $   (230,295)
                                              ============    ============

BASIC LOSS PER SHARE

  Continuing operations                       $      (0.01)   $      (0.02)
                                              ============    ============

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                             20,655,860      13,845,681
                                              ============    ============

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


                                       4
<PAGE>

                            SPECTRE INDUSTRIES, INC.
                 Consolidated Statements of Stockholders' Equity

<TABLE>
<CAPTION>
                                            Common Stock              Additional         Other
                                      ------------   ------------      Paid-in       Comprehensive   Accumulated
                                         Shares         Amount         Capital       Income (Loss)    (Deficit)
                                      ------------   ------------   -------------   --------------  -------------
<S>                                     <C>          <C>            <C>             <C>             <C>
Balance, December 31, 1999              12,106,450   $     12,106   $  7,109,442    $         --    $ (8,588,142)

Common stock issued for services
 at $0.25 per share                        450,000            450        112,050              --              --

Common stock issued for debt
 at $0.28 per share                      1,210,000          1,210        338,800              --              --

Common stock issued for cash
 at $0.20 per share                        300,000            300         59,700              --              --

Common stock issued for interest
 expense at $0.28 per share                100,000            100         19,538              --              --

Common stock issued for cash at
 $0.50 per share                         1,680,000          1,680        838,320              --              --

Common stock issued for cash at
 $0.50 per share                           861,600            861        429,939              --              --

Common stock issued for conversion
 of convertible debentures at $0.40
 per share                               3,802,500          3,803      1,517,197              --              --

Discount on induced conversion
 of debentures                                  --             --      1,261,630              --              --

Common stock issued for interest
 expense at $0.40 per share                145,310            145         57,979              --              --

Stock offering costs                            --             --       (141,500)             --              --

Currency translation adjustment                 --             --             --            (922)             --

Net loss for the year ended
 December 31, 2000                              --             --             --              --      (1,856,575)
                                      ------------   ------------   ------------    ------------    ------------

Balance, December 31, 2000              20,655,860         20,655     11,603,095            (922)    (10,444,717)

Currency translation adjustment
 (unaudited)                                    --             --             --           4,094              --

Net loss for the three months
 ended March 31, 2001
 (unaudited)                                    --             --             --              --        (117,607)
                                      ------------   ------------   ------------    ------------    ------------

Balance, March 31, 2001
 (unaudited)                            20,655,860   $     20,655   $ 11,603,095    $      3,172    $(10,562,324)
                                      ============   ============   ============    ============    ============
</TABLE>

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


                                       5
<PAGE>

                            SPECTRE INDUSTRIES, INC.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

                                                      For the Three Months Ended
                                                              March 31,
                                                      -------------------------
                                                          2001          2000
                                                      -----------    ----------

CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                             $(117,607)    $(230,072)
  Adjustments to reconcile net loss to net cash
   used by operating activities:
    Common stock issued for services                          --       112,500
    Bad debt expense                                          --         4,411
    Amortization expense                                  24,223        24,223
    Depreciation expense                                      81            --
    Currency translation adjustment                        4,094          (223)
  Changes in operating assets and liabilities:
    (Increase) decrease in accounts receivable           (15,722)       17,969
    Increase in interest receivable                        2,565            --
    Increase (decrease) in accrued expenses                4,679       (19,717)
    Increase (decrease) in accounts payable               (5,699)      105,933
                                                       ---------     ---------

      Net Cash Used by Operating Activities             (103,386)       15,024
                                                       ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES

  Payments for purchase of subsidiary                         --       (50,000)
                                                       ---------     ---------

      Net Cash Used by Investing Activities                   --       (50,000)
                                                       ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds from issuance of stock                             --        60,000
                                                       ---------     ---------

      Net Cash Provided by Financing Activities               --        60,000
                                                       ---------     ---------

NET INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS                                            (103,386)       25,024

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD         810,343        44,566
                                                       ---------     ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD             $ 706,957     $  69,590
                                                       =========     =========

CASH PAID DURING THE PERIOD FOR:

  Interest                                             $      --     $      --
  Income taxes                                         $      --     $      --

SCHEDULE OF NON-CASH FINANCING ACTIVITIES:

  Common stock issued for debt                         $      --     $ 340,010
  Common stock issued for services                     $      --     $ 112,500
  Common stock issued for interest expense             $      --        19,638
  Notes payable issued to acquire subsidiary           $      --     $  75,815

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


                                       6
<PAGE>

                            SPECTRE INDUSTRIES, INC.
                 Notes to the Consolidated Financial Statements

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

      The accompanying unaudited condensed consolidated financial statements
      have been prepared by the Company 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 in accordance with such rules and regulations. The
      information furnished in the interim condensed consolidated financial
      statements include normal recurring adjustments and reflects all
      adjustments, which, in the opinion of management, are necessary for a fair
      presentation of such financial statements. Although management believes
      the disclosures and information presented are adequate to make the
      information not misleading, it is suggested that these interim condensed
      consolidated financial statements be read in conjunction with the
      Company's most recent audited financial statements and notes thereto
      included in its December 31, 2000 Annual Report on Form 10-KSB. Operating
      results for the three months ended March 31, 2001 are not necessarily
      indicative of the results that may be expected for the year ending
      December 31, 2001.


                                       7

<PAGE>