SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)

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

For the quarterly period ended: March 31, 2000

                                       OR

[ ]  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: 0-13066

                            ProCare Industries, Ltd.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                  Colorado                               84-0932231
        ------------------------------            ---------------------
       (State or other jurisdiction of              ( I.R.S. employer
        incorporation or organization)            identification number)

1960 White Birch Drive, Vista, CA                           92083
---------------------------------------                    --------
(Address of principal executive offices)                  (Zip Code)

Issuer's telephone number, including area code:   760-599-8559

Indicate by check mark whether the issuer (1) has filed all reports  required to
be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of 1934 during
the preceding 12 months (or for shorter  period that the registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No  [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date: As of March 31, 2000 there were
approximately 1,785,559 common shares outstanding.



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<PAGE>

                        1. PART 1 - FINANCIAL INFORMATION

Item  1.  Financial statements

<TABLE>
<CAPTION>
                                 PROCARE INDUSTRIES, LTD.

                                       BALANCE SHEET


                                                                           March 31,        December 31,
                                                                              2000             1999
                                                                           ---------        -----------
                                                                          (Unaudited)
<S>                                                                         <C>              <C>
ASSETS

CASH .............................................................          $ 7,688          $14,916
                                                                            -------          -------

ADVANCES .........................................................          $21,700          $  -0-
                                                                            -------          -------

      TOTAL ASSETS ...............................................          $29,788          $14,916
                                                                            -------          -------


LIABILITIES

ACCOUNTS PAYABLE .................................................          $ 9,282          $ 8,752
                                                                            -------          -------

ADVANCES .........................................................          $75,000          $25,000
                                                                            -------          -------

COMMITMENTS AND CONTINGENCIES ....................................          $ -0-            $  -0-
                                                                            -------          -------

      TOTAL LIABILITIES ..........................................          $84,282          $33,752
                                                                            -------          -------

STOCKHOLDERS' EQUITY
   Preferred stock, $ 1.00 par value, 5,000,000
   shares authorized; none issued ................................
   Common stock, no par value, 100,000,000
    shares authorized:  1,785,559 shares
     issued and outstanding at March 31,2000
    and December 31, 1999 ........................................          $35,936          $35,936
   Additional paid-in capital ....................................          $ -0-            $  -0-
   Accumulated deficit ...........................................         ($90,830)        ($54,772)
                                                                            -------          -------

      TOTAL STOCKHOLDERS' EQUITY .................................         ($54,894)        ($18,836)
                                                                            -------          -------

      TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY .......................................          $29,388          $14,916
                                                                            -------          -------
</TABLE>


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

                                        2


<PAGE>

<TABLE>
<CAPTION>


                                 PROCARE INDUSTRIES, LTD.

                                  STATEMENT OF OPERATIONS
                                       (UNAUDITIED)

        For the three months ended March 31, 2000, and March 31, 1999, respectively


                                                                    2000                 1999
                                                                    ----                 ----

<S>                                                              <C>                 <C>
NET SALES ...................................................    $   -0-              $   -0-

COSTS OF SALES ..............................................    $   -0-              $   -0-
                                                                  --------             --------


             GROSS PROFIT ...................................    $   -0-              $   -0-


OPERATING EXPENSES
        General and Administrative ..........................    $  36,058            $   -0-
                                                                  --------             --------

TOTAL OPERATING EXPENSES ....................................    $  36,058            $   -0-
                                                                  --------             --------


NET INCOME ON OPERATIONS
    BEFORE INCOME TAXES .....................................   ($  36,058)           $   -0-

INCOME TAXES ................................................    $   -0-              $   -0-
                                                                  --------             --------


NET INCOME ..................................................   ($  36,058)           $   -0-
                                                                  ========             =======-

INCOME PER AVERAGE COMMON SHARE .............................   ($    0.02)           $   -0-
                                                                  ========             ========
</TABLE>






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

                                        3

<PAGE>

<TABLE>
<CAPTION>


                            PROCARE INDUSTRIES, LTD.


                             STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

   For the three months ended March 31, 2000 and March 31, 1999, respectively.

                                                      2000          1999
                                                      ----          ----

<S>                                              <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net loss .................................   ($36,058)   $      -0-

INCREASE IN ACCOUNTS PAYABLE ...................   $    530    $      -0-

INCREASE IN ADVANCES TO OFFICER ................   $ 21,700    $      -0-

NET CASH USED IN OPERATING ACTIVITIES ..........   $ 57,228    $      -0-

CASH FLOWS FROM INVESTING ACTIVITIES ...........   $    -0-    $      -0-

INCREASE IN ADVANCES ...........................   $ 50,000    $      -0-

NET INCREASE (DECREASE) IN CASH ................   ($ 7,228)   $      -0-

CASH, BEGINNING OF PERIOD ......................   $ 14,916    $      -0-

CASH, END OF PERIOD ............................   $  7,688    $      -0-

</TABLE>











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




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<PAGE>


                            PROCARE INDUSTRIES, LTD.
                          Notes to Financial Statements
                                   (Unaudited)

PART I ( continued )

ProCare  Industries,  Ltd. (the Company) was incorporated  under the laws of the
State of Colorado on December 30, 1983 and became a publicly  traded  company on
the NASDAQ  market in 1984.  In  September  1988 the Company  filed a Chapter 11
bankruptcy  petition  and  subsequently  dismissed  the  Chapter  11 action  and
liquidated all Company assets in March 1990, when the secured creditors rejected
the Plan of Reorganization submitted by management.

Note 1. The accompanying  financial  statements have been prepared in accordance
with the  instructions  to Form  10-Q and do not  include  all  information  and
footnotes  required by generally  accepted  accounting  principals  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation of
the current  financial  condition  of  registrant  have been  included,  and the
disclosures  are adequate to make the information  presented not misleading.  As
discussed  in Note 4, the  financial  statements  as of March 31, 1999 have been
prepared as if the changes  approved by shareholders  were effective  January 1,
1999, as to the  quasi-reorganization  and June 30, 1999 as to the reverse stock
split.

Note 2. The Company had no operations  from 1990 through  December 31, 1998. The
Company is a development  stage  business  which intends to attempt to acquire a
United States or foreign based  corporation  which is privately owned and wishes
to become a public company. The anticipated  acquisition would likely be through
a "reverse merger" process whereby the owners of the acquired company would take
control of a majority of the voting stock,  Board of Directors and management of
the Company.

Note 3. Income taxes have not been provided for in that the  registrant  has had
no tax liability since inception. Registrant has not declared or paid a dividend
on its common stock since inception.

Note 4. The Stockholders Equity section reflects the approval by shareholders on
July 6, 1999 of: (A) a quasi-reorganization to eliminate the accumulated deficit
and paid in capital  which  accumulated  from  inception of the Company  through
December 31, 1998  effective  January 1, 1999, and (B) a 1 for 100 reverse split
of the common stock, effective July 8, 1999.

Note 5. In July 1999 the Company,  through the Board of Directors,  entered into
an agreement  with Robert Marsik,  its  President,  whereby Mr. Marsik agreed to
serve as  President  and to continue to fund the expenses of the Company and the
expenses  associated  with an  acquisition,  if one occurs,  for the next twelve
months or until an acquisition transaction,  if earlier, for a contingent fee of
$150,000.  The  contingent fee shall be payable to Marsik only if an acquisition
or reverse merger occurs, and only if the funds are available. The agreement was
revised in May 2000 to reflect the parties original intentions.  As of March 31,
2000 $59,200 of the contingent fee obligation has been advanced to Mr. Marsik in
anticipation of closing the merger pending with FastPoint Communications, Inc.

ITEM 2.  Management's Plan of Operation.  We have no business  operations and we
have no revenue.  Since late 1997 we have set out to reestablish  the Company as
an  operating  public  company.  We have  sought to locate  and  acquire,  or be
acquired by, another  business.  The Company is a  public-reporting  entity with
common stock listed on the NASD OTC Bulletin  Board.  As of December 17, 1999 we
signed a Letter of Intent  describing  our mutual  intention  that  ProCare will
acquire all of the outstanding stock, including business and assets of FastPoint
Communications, Inc. which is a privately-held Delaware corporation based in Los
Angeles,  California  engaged in business as an internet service  provider.  The
"reverse  merger" is expected to be completed  in 2000.  In the  transaction,  a
newly-formed subsidiary of the Company will be merged into FastPoint and we will
exchange shares equal to  approximately  88% of our outstanding  stock after the
merger  for all the  FastPoint  stock.  A vote of our  shareholders  will not be
required to complete the  transaction.  Following  the planned  transaction  the




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<PAGE>



Company  would be  re-named  "FastPoint  Communications,  Inc."  and will be the
parent  corporation of FastPoint  Communication,  Inc., a Delaware  corporation,
which would be the operating  entity.  Upon  completion of the  transaction  the
present  management  of FastPoint  will become  management  and directors of the
Company,  and will  implement its business  plan in the Internet  communications
business.  On March 8, 2000 the Company and  FastPoint  entered  into an amended
Letter of Intent which calls for a closing to occur on or about May 31, 2000.

Year 2000  concerns.  As the Company  has had no  operations  from 1990  through
December 31, 1999,  there are no  historical  records  currently  maintained  on
computer files and the Company currently owns no computer equipment.  Therefore,
the year 2000 concerns that may impact other businesses should have little or no
impact on the Company. However, the year 2000 concerns may have an impact on any
business  the  Company  may  acquire  in the future  and  management  intends to
research  this issue as part of the "due  diligence"  related  to any  potential
acquisition.  FastPoint  Communications  has  confirmed to the  satisfaction  of
management  that their  company  and all of its  computer  systems are year 2000
compliant and that they have  experienced  no  operational  problems as of March
31,2000  related  to the Y2K  problem  and they  anticipate  no future  problems
related to the Y2K problem.

Liquidity  and  Capital  Resources  : The  Company  presently  has no  source of
liquidity or capital, other than the commitment of it's President to continue to
provide  needed  funds.  FastPoint  has  advanced  $75,000  to  the  Company  in
accordance with its obligations under the revised Letter of Intent.


PART II  -  OTHER INFORMATION

Item 1.  Litigation:  There is no  pending  litigation  in which the  Company is
presently a party to and  management  is not aware of any  litigation  which may
arise in the future.

Item 2.  Changes in Securities and Use of Proceeds: None.

Item 3.  Default 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 of Form 8-K:

(a)      Exhibits.

         10.2     Revised Funding Agreement

         27       Financial Data Schedule.

(b)      Reports  on Form 8-K.  The  following  reports  on Form 8-K were  filed
         during the three months ended March 31, 2000.

         1.    On  March  8,  2000 the  registrant  filed a  Report  on Form 8-K
               reporting  under Item 5 the death and  replacement  of one of its
               directors and the  appointment of auditors to audit  registrant's
               1999 financial statements and records.


                                        6

<PAGE>


                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized this 15th day of May, 2000.

PROCARE INDUSTRIES, LTD.
(Registrant)


By /s/ Robert W. Marsik
   -------------------------------------------------------
   Robert W. Marsik, President and Chief Executive Officer







































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