---

# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

# Washington, D.C. 20549

---

# FORM 10-QSB

---

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

For the quarterly period ended September 30,
2000

OR

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

---

Commission File Number 0-13066

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

Colorado
(State or other jurisdiction of incorporation or organization)

---

84-0932231
(Internal Revenue Service  Employer
Identification No.)

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

760-599-8559
(Registrant's telephone number, including area code)

---

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 September 30, 2000 there were approximately
2,785,559 common shares outstanding.

Transitional Small
Business Disclosure Format.
Yes [  ]     No [X]

|
|

# 1.
PART 1 - FINANCIAL INFORMATION

## Item 1.
Financial statements

# PROCARE
INDUSTRIES, LTD.

# BALANCE SHEET

`Sept. 30,  December 31,
                                                              2000        1999
                                                           --------   -----------
                                                          (Unaudited)


ASSETS

CASH ....................................................   $     41   $ 14,916
                                                            --------   --------

RECEIVABLE ..............................................   $ 10,000   $  -0-
                                                            --------   --------

     TOTAL ASSETS .......................................   $ 10,041   $ 14,916
                                                            --------   --------

LIABILITIES

ACCOUNTS PAYABLE ........................................   $ 25,476   $  8,752
                                                            --------   --------

ADVANCES ................................................   $   -0-    $ 25,000
                                                            --------   --------

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

     TOTAL LIABILITIES ..................................   $ 25,476   $ 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: 2,785,559 shares
         issued and outstanding at September 30,2000
         and 1,785,559 at December 31, 1999 (Note 5) ....   $ 35,936   $ 35,936
                                                            --------   --------

Additional paid-in capital ..............................   $   -0-    $-0-

Accumulated deficit .....................................   $(51,371)  $(54,772)
                                                            --------   --------

     TOTAL STOCKHOLDERS' EQUITY .........................   $(15,435)  $(18,836)
                                                            --------   --------

     TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY ...............................   $ 10,041   $ 14,916
                                                            --------   --------`

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

|
|

# PROCARE INDUSTRIES,
LTD.

# STATEMENT OF
OPERATIONS

# (UNAUDITED)

# For the nine
months ended September 30, 2000, and September 30, 1999, respectively

`2000        1999
                                                     ----        ----

INCOME ...............................           $   75,000    $   -0-

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

     GROSS PROFIT ....................           $   75,000    $   -0-

OPERATING EXPENSES
     General and Administrative ......           $   71,599     $  -0-
                                                     ------     -------

TOTAL OPERATING EXPENSES .............           $   71,599     $  -0-
                                                     ------     -------

NET INCOME ON OPERATIONS
 BEFORE INCOME TAXES .................           $    3,401     $  -0-
                                                     ------     -------

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

NET INCOME ...........................           $    3,401     $  -0-
                                                     ======     =======

INCOME PER AVERAGE COMMON SHARE ......           $     -0-      $  -0-
                                                     ======     =======`

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

|
|

# PROCARE INDUSTRIES,
LTD.

# STATEMENT OF
CASH FLOWS

# (UNAUDITED)

# For the nine
months ended September 30, 2000, and September 30, 1999, respectively

`2000        1999
                                                             ----        ----

CASH FLOWS FROM OPERATING ACTIVITIES
     Net income ......................................    $  3,401     $  -0-

INCREASE IN ACCOUNTS PAYABLE .........................    $ 10,724     $  -0-

INCREASE IN RECEIVABLE ...............................    $(10,000)    $  -0-
                                                          --------     --------

NET CASH USED IN OPERATING ACTIVITIES ................    $ 10,125     $  -0-

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

DECREASE IN ADVANCES .................................    $(25,000)    $  -0-
                                                          --------     --------

NET INCREASE (DECREASE) IN CASH ......................    $(14,875)    $  -0-

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

CASH, END OF PERIOD ..................................    $     41     $  -0-
                                                          ========     ========`

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

|
|

# 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-QSB 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. The
financial statements have been prepared as if the changes discussed in Note 4
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 was to be payable to Marsik only if an acquisition or reverse
merger occurs, and only if the funds are available. The agreement was revised in
June 2000 to reflect the parties original intentions and was extended. On
September 26, 2000 the agreement was amended and replaced with a Stock
Compensation Agreement (Revised Agreement). Under the Revised
Agreement, The Company issued to Marsik 1,000,000 shares of the Companys
no par value common stock (the Shares) as contingent compensation to
him for the services he provided to the Company as an officer and director and
for negotiating the acquisition transaction with FastPoint, and attempting to
complete the transaction for the benefit of the Company. The shares shall be
forfeited and cancelled, and Marsik shall have no further rights with respect
thereto, if Marsik shall fail or refuse or shall be unable to serve as an
officer and director of the Company through completion of an acquisition
transaction approved by the Board of Directors. The Company shall also have the
right, at the Companys sole election, to cancel the Shares being issued to
Marsik and return such Shares to the status of unissued shares if the Company
has taken, or caused to be taken, all of the following actions:

| | 
Completed an acquisition transaction with FastPoint Communications, Inc. or some
other entity acceptable to the Board of Directors on or before October 31, 2000.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 
Paid to Marsik, an amount equal to $150,000, less the net amount of advances
made by the Company to Marsik between July 31, 1999 and July 1, 2000, plus $20,000 for each month beginning July 1, 2000 until completion of an
acquisition transaction.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 
Received all amounts which FastPoint is or shall be obligated to pay to the
Company under the Merger Agreement, as it may be amended prior to closing of a
transaction.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company shall be
authorized and entitled to exercise its right to cancel the issuance of the
shares to Marsik if each of the conditions set forth above have occurred, or are
waived by Marsik, by delivering written notice thereof to Marsik and
surrendering the certificate evidencing the Shares to the stock transfer agent
for the Company with directions to cancel the issuance thereof. As of September
30, 2000 $57,700 of the contingent fee obligation has been advanced to Mr.
Marsik in anticipation of closing the merger pending with FastPoint
Communications, Inc., which amount has been treated as compensation to Mr.
Marsik for services rendered to the Company.

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 was expected to be completed in 2000. In the
transaction, a newly formed subsidiary of the Company would be merged into
FastPoint and we would exchange shares equal to approximately 94% of our
outstanding stock after the merger for all the FastPoint stock. A vote of our
shareholders would not be required to complete the transaction. Following the
planned transaction the Company would be re-named FastPoint
Communications, Inc. and would 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
would become management and directors of the Company, and would 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 called for
a closing to occur on or about May 31, 2000. A Plan and Agreement of Merger was
signed August 14, 2000 and we agreed that the date by which the transaction must
be completed would be September 15, 2000.

On September 29, 2000 the
Company entered into a amendment to the Plan and Agreement of Merger with
FastPoint which extended the closing date to October 31, 2000. FastPoint was
unable to complete the transaction by October 31, 2000st, due
primarily to FastPoints need to raise additional capital to continue to
fund its business development. If FastPoint does not complete the transaction it
would forfeit $85,000 in deposits FastPoint paid to ProCare as merger
consideration and towards extraordinary expenses and we would seek another
merger partner to complete another merger transaction. ProCare has delivered a
notice of termination of the Merger Agreement to FastPoint.

Our revenue for the
nine month period ended September 30, 2000 reflects $75,000 of deposits
received from FastPoint and legal, accounting and other expenses related to our
reporting obligations under the Securities Act of 1934 and our attempts to
complete the merger with FastPoint.

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 September 30, 2000 related to the
Y2K problem and they anticipate no future problems related to the Y2K problem.

Liquidity and Capital
Resources: ProCare presently has no source of liquidity or capital, other
than the commitment of its President to continue to provide needed funds.
FastPoint advanced $85,000 to us in accordance with its obligations under the
Agreement and Plan of Merger, as amended September 29, 2000. This cash was used
by ProCare for ongoing expenses in connection with the planned merger and as
compensation for our officers. ProCare must find additional cash resources to
fund our minimal expenses while we attempt to complete a merger transaction.

## 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:

|(c) | Issuance of Unregistered Securities. On September 26, 2000, we entered
into a Stock Compensation Agreement with Mr. Marsik and pursuant thereto, we
issued 1.0 million shares of our common stock to Mr. Marsik. The shares are
subject to forfeiture by Mr. Marsik under certain circumstances, including if
Mr. Marsik does not continue to serve as a director and as the President through
the earlier to occur of July 1, 2001 or the completion of an acquisition
transaction approved by the Board of Directors. The certificate evidencing the
shares has been marked with a restrictive legend indicating that the shares may
not be transferred except in compliance with applicable federal and state
securities laws. The shares were issued without registration under the
Securities Act of 1933, as amended, pursuant to Section 4(2) thereunder as Mr.
Marsik, the President of ProCare, has full understanding concerning the business
and affairs of the Company.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 3.
Default Upon Senior Securities:   None.

Item 4.
Submission of Matters to a Vote of  Security  Holders:   None.

## Item 5. Other
Information:

| | As
of November 2, 2000, we notified FastPoint Communications, Inc. that it failed
to take steps necessary to complete the merger transaction with ProCare by the
close of business on October 31, 2000, the last day by which the merger was to
be completed under the Plan and Agreement of Merger, as amended. We do not
expect that a merger transaction with FastPoint Communications, Inc. will be
completed, as FastPoint did not meet conditions to which it had agreed by the
end of October.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 6.
Exhibits and Reports of Form 8-K:

(a)   Exhibits.

27
Financial Data Schedule.

|(b) | Reports on Form 8-K. We filed a Current Report on Form 8-K dated September 29,
2000 on or about October 20, 2000, reporting the amendment of the Plan and
Agreement of Merger with FastPoint Communications, Inc. No financial statements
were filed as exhibits.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 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 11th day of November
2000.

PROCARE
INDUSTRIES, LTD.
(Registrant)

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