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# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

# Washington, D.C. 20549

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# FORM 10-QSB

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

For the quarterly period ended March 31,
2001

OR

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

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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)

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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)

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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, 2001 there were approximately
2,785,559 common shares outstanding.

|
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# 1.
PART 1 - FINANCIAL INFORMATION

## Item 1.
Financial statements

# PROCARE
INDUSTRIES, LTD.

# BALANCE SHEETS

`March 31,   December 31,
                                                                 2001         2000
                                                               --------    -----------
                                                              (Unaudited)
ASSETS
  CASH .....................................................   $   -0-     $    549
                                                               ========    ========

LIABILITIES
  ACCOUNTS PAYABLE .........................................   $ 28,741    $ 26,056
  ADVANCES .................................................        525        --
                                                               --------    --------
     TOTAL LIABILITIES .....................................     29,266      26,056
                                                               --------    --------

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 March 31, 2001
    and December 31, 2000 ..................................     57,620      56,316
  Additional paid-in capital ...............................       -0-         -0-
  Retained deficit .........................................    (19,000)    (19,000)
  Deficit accumulated during the
    Development Stage ......................................    (67,886)    (62,823)
                                                               --------    --------
     TOTAL STOCKHOLDERS' EQUITY (DEFICIT) ..................    (29,266)    (25,507)
                                                               --------    --------

     TOTAL LIABILITIES AND
       STOCKHOLDERS' EQUITY ................................   $   -0-     $    549
                                                               ========    ========`

See accompanying notes
and accountants' report.

# PROCARE INDUSTRIES,
LTD.

# STATEMENT OF
OPERATIONS

# (UNAUDITED)

# For the three
months ended March 31, 2001, and March 31, 2000, respectively

`Since
                                                              July 6,
                                        2001      2000         1999
                                        ----      ----        ------

NET SALES ........................   $   -0-   $   -0-        $  -0-

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

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


OPERATING EXPENSES
        General and Administrative   $  5,063   $   36,058   $  150,386
                                     --------   ----------   ----------
TOTAL OPERATING EXPENSES .........   $  5,063   $   36,058   $  150,386


NET INCOME ON OPERATIONS
    BEFORE INCOME TAXES ..........   $ (5,063)  $  (36,058)  $  150,386)

OTHER INCOME .....................   $   -0-    $   -0-      $   82,500

INCOME TAXES .....................   $   -0-    $   -0-      $   -0-
                                     --------   ----------   ----------
NET INCOME .......................   $ (5,063)  $  (36,058)  $  (67,886)
                                     ========   ==========   ==========

INCOME PER AVERAGE COMMON SHARE ..   $ (0.001)  $  (0.02)
                                     =========  ========`

See accompanying notes
and accountants' report.

# PROCARE INDUSTRIES,
LTD.

# STATEMENT OF
CASH FLOWS

# (UNAUDITED)

# For the three
months ended March 31, 2001, and March 31, 2000, respectively

`CASH FLOWS FROM OPERATING ACTIVITIES
      Net loss ...........................   $ (5,063)   $(36,058)   $(67,886)
      Stock Issued for Services ..........   $   -0-     $   -0-     $  3,937

INCREASE IN ACCOUNTS PAYABLE .............   $  2,685    $    530    $ 28,741

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

NET CASH USED IN OPERATING ACTIVITIES ....   $ (2,378)   $(57,228)   $(35,208)

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

CAPITAL CONTRIBUTED BY SHAREHOLDERS ......   $  1,304    $  -0-      $  6,683

INCREASE IN ADVANCES .....................   $    525    $ 50,000    $    525

PROCEEDS FROM ISSUANCE OF COMMON STOCK ....  $   -0-     $  -0-      $ 28,000

NET CASH PROVIDED BY FINANCING
ACTIVITIES ...............................   $  1,829    $ 50,000    $ 35,208

NET INCREASE (DECREASE) IN CASH ..........   $   (549)   $ (7,228)   $  -0-

CASH, BEGINNING OF PERIOD ................   $    549    $ 14,916    $  -0-
                                              -------     -------     -------
CASH, END OF PERIOD ......................   $   -0-     $  7,688    $  -0-
                                              =======     =======     =======`

See accompanying notes
and accountants' report.

# 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. 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 July 8, 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
November 2000 to reflect the parties original intentions and was extended
through July 2001. Under the revised agreement, upon completion of a merger, Mr.
Marsik will earn cash compensation and the Company will have the right to cancel
the issuance of certain shares. Please see Second Revised Funding Agreement
and Revised Stock Compensation Agreement dated November 15, 2000 and attached as
Exhibits to the 10-KSB for fiscal year 2000 filed April 10, 2001.

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 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 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 called for
a closing to occur on or about May 31, 2000.

As of the date this report
is filed, the transaction with FastPoint has not closed and no merger with
FastPoint will occur. In the executed Plan and Agreement of Merger dated August
14, 2000 we agreed to extend the date by which the transaction must be completed
to September 15, 2000. On September 29, 2000 the Company entered into an
amendment to the Plan and Agreement of Merger with FastPoint, which extends the
closing date to October 31, 2000. The closing with FastPoint did not occur by
October 31, 2000 and on November 2, 2000 the Company terminated the Amendment to
Agreement and Plan of Merger dated September 29, 2000 and withdrew from any
further merger discussions with FastPoint. FastPoint forfeited the $82,500 of
deposits made to the Company.

On September 26, 2000 the
Board of Directors issued 1,000,000 conditional common shares to its President,
Robert Marsik. Mr. Marsik is obligated to cancel these shares upon the
completion of a merger with another company or under certain other conditions.
Please refer to 8-K report filed October 20, 2000 for additional information.

Results of Operations:The Company had no sales or sales revenues for the three months ended March
31, 2001 or during 2000 because it is a development stage company that has not
had any business operations for the past three years.

The Company had no costs of
sales revenue for the three months ended March 31, 2001 or 2000 because it is a
development stage company that has not had any business operations for the past
three years. The Company had general and administrative expenses of $5,063 for
the three month period ended March 31, 2001 and $36,058 for the same period in
2000.

The Company recorded a net
loss of $5,063 for the three months ended March 31, 2001 compared to $36,058
loss for the same period in 2000.

Liquidity and Capital
Resources:At March 31, 2001, the Company had total current assets of $0 and
total assets of $0 as compared to $549 current assets and $549 total assets at
December 31, 2000. The Company had a net working capital deficit of $0 and $549
at March 31, 2001 and December 31, 2000.

Net stockholders
deficit in the Company was $0 and $549 as of March 31, 2001 and December 31,
2000.

ProCare presently has no
source of liquidity or capital, other than the commitment of its President to
continue to provide needed funds. FastPoint advanced $82,500 to us in accordance
with its obligations under the revised Letter of Intent and the Amendment to the
Plan and Agreement of Merger. This $82,500 was forfeited by FastPoint upon
termination of the planned merger. This cash was used by ProCare for ongoing
expenses. ProCare must find additional cash resources to fund our minimal
expenses while we attempt to locate a suitable merger partner and complete a
merger.

## 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: On April 11, 2001 the Company entered into a Letter of Intent
with an unaffiliated company, HK Utility Construction, Inc., a Delaware
corporation, which outlined the intent of the parties to complete a
reverse merger whereby HK Construction will gain voting control of
the stock and control of the Board of Directors and management of the Company
upon completion of the merger. The Letter of Intent calls for a closing to occur
on or before May 31, 2001. For additional information, please refer to the
8-K Report filed with the Securities and Exchange Commission on April 13,
2001.

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

(a)      
   Exhibits.

None.

|(b) | Reports on Form 8-K.  The Company filed the following reports on Form 8-K for the
period through March 31, 2001:
|--- | ----------------------------------------------------------------------------------------------------------------

`Item Reported           Date            Financial Statements
        (1)            4, 7             March 14, 2001  None--Not Applicable
        (2)            5, 7             April 13, 2001  None--Not Applicable`

# 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 14th day of May
2001.

PROCARE
INDUSTRIES, LTD.
(Registrant)

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