<PAGE>

                       Securities and Exchange Commission
                             Washington, D. C. 20549

                                   FORM 10-QSB

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

                  For the quarterly period ended March 31, 2002

       [ ] TRANSITION REPORT UNDER SECTION 14 OR 15(D) OF THE EXCHANGE ACT
             For the transition period from__________ to ___________

                         Commission File No. 00 0-13066

                 DUCT UTILITY CONSTRUCTION & TECHNOLOGIES, INC.

                (Name of Registrant as specified in its charter)

          Colorado                                               84-0932231
        -----------                                              -----------
(State or other jurisdiction of                                (IRS Employer
 incorporation or organization)                              Identification No.)

            10370 Old Placerville Road, Sacramento, California 95827
                    (Address of principal executive offices)

                                 (916) 368-1300
                           (Issuer's telephone number)

Check whether the issuer has (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months, (or such
shorter period that the Registrant was required to file such report(s), and (2)
has been subject to such filing requirements for the past 90 days.

         Yes  (X)                  No   ( )

                      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: May 14, 2002

         CLASS                                     OUTSTANDING AT MAY 14, 2002
         -----                                     ---------------------------

No Par Value Common Stock                                18,725,858


<PAGE>

                 DUCT UTILITY CONSTRUCTION & TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                       (FORMERLY PROCARE INDUSTRIES, LTD./
                         HK UTILITY CONSTRUCTION, INC.)
                        CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2002





<PAGE>

                 DUCT UTILITY CONSTRUCTION & TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
        (FORMERLY PROCARE INDUSTRIES, LTD./HK UTILITY CONSTRUCTION, INC.)

                                    CONTENTS
                                    --------

PAGE     F-1       INDEPENDENT ACCOUNTANTS' REPORT

PAGE     F-2       CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2002 (UNAUDITED)
                   AND DECEMBER 31, 2001

PAGE     F-3       CONSOLIDATED  STATEMENT OF OPERATIONS FOR THE THREE MONTHS
                   ENDED MARCH 31, 2002 AND 2001 (UNAUDITED)

PAGE     F-4       CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS
                   ENDED MARCH 31, 2002 AND 2001 (UNAUDITED)

PAGES  F-5 - F-6   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31,
                   2002 (UNAUDITED)





<PAGE>

                         INDEPENDENT ACCOUNTANTS' REPORT
                         -------------------------------

To the Board of Directors of:
DUCT Utility Construction & Technologies, Inc.

We have reviewed the accompanying consolidated balance sheet of DUCT Utility
Construction & Technologies, Inc. and Subsidiaries (formerly ProCare Industries,
Ltd./HK Utility Constuction, Inc.) as of March 31, 2002 and the consolidated
statements of operations and cash flows for the three months ended March 31,
2002 and 2001. These financial statements are the responsibility of the
Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company has a loss from current operations of
$543,213, a negative cash flow from operating activities of $273,714, and a
working capital deficiency of $1,895,944 that raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 4. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

WEINBERG & COMPANY, P.A.

Boca Raton, Florida
May 10, 2002

                                      F-1


<PAGE>
<TABLE>

              DUCT UTILITY CONSTRUCTION & TECHNOLOGIES, INC. AND SUBSIDIARIES
             (FORMERLY PROCARE INDUSTRIES, LTD./HK UTILITY CONSTRUCTION, INC.)
                                CONSOLIDATED BALANCE SHEETS
                                ---------------------------
<CAPTION>

                                           ASSETS
                                           ------
                                                                March 31,
                                                                   2002       December 31,
                                                               (Unaudited)        2001
                                                               ------------   ------------
<S>                                                            <C>            <C>
CURRENT ASSETS
 Cash                                                          $    36,641    $         -
 Accounts receivable - net                                         234,599        325,641
 Other receivables                                                   2,456          2,456
 Prepaid expenses and other current assets                           9,940          4,940
                                                               ------------   ------------
     Total Current Assets                                          283,636        333,037
                                                               ------------   ------------

PROPERTY AND EQUIPMENT - NET                                       220,312        240,751
                                                               ------------   ------------

OTHER ASSETS
 Goodwill                                                          684,307        684,307
 Security Deposits                                                  31,362         29,162
                                                               ------------   ------------
     Total Other Assets                                            715,669        713,469
                                                               ------------   ------------
TOTAL ASSETS                                                   $ 1,219,617    $ 1,287,257
------------                                                   ============   ============

                          LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                          ----------------------------------------

CURRENT LIABILITIES
 Line of credit payable                                        $    33,971    $    30,547
 Notes payable - current portion                                   167,700        154,046
 Notes payable - stockholder                                       119,799        119,799
 Accounts payable and accrued expenses                           1,858,110      1,772,890
                                                               ------------   ------------
     Total Current Liabilities                                   2,179,580      2,077,282
                                                               ------------   ------------

LONG-TERM LIABILITIES
 Notes payable - net of current portion                             38,917         40,641
                                                               ------------   ------------
     Total Long-Term Liabilities                                    38,917         40,641
                                                               ------------   ------------

STOCKHOLDERS' DEFICIENCY
 Preferred stock, $1.00 par value, 5,000,000
  shares authorized, none issued                                         -              -
 Common stock, no par value, 100,000,000 shares
  authorized, 17,225,858 and 16,525,858 shares
  issued and outstanding                                         8,431,763      8,151,763
 Common stock to be issued (1,250,000 shares)                      295,000        200,000
 Accumulated deficit                                            (9,725,643)    (9,182,429)
                                                               ------------   ------------
     Total Stockholders' Deficiency                               (998,880)      (830,666)
                                                               ------------   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                 $ 1,219,617    $ 1,287,257
----------------------------------------------                 ============   ============
</TABLE>

                See accompanying notes to consolidated financial statements.

                                            F-2

<PAGE>

         DUCT UTILITY CONSTRUCTION & TECHNOLOGIES, INC. AND SUBSIDIARIES
        (FORMERLY PROCARE INDUSTRIES, LTD./HK UTILITY CONSTRUCTION, INC.)
                      CONSOLIDATED STATEMENT OF OPERATIONS
                      ------------------------------------
                                   (UNAUDITED)
                                   -----------

                                                 For the Three     For The Three
                                                 Months Ended      Months Ended
                                                March 31, 2002    March 31, 2001
                                                --------------    --------------

REVENUES - NET                                  $           -     $     682,084

COST OF REVENUES                                       65,881           650,932
                                                --------------    --------------

GROSS PROFIT                                          (65,881)           31,152
                                                --------------    --------------

OPERATING EXPENSES
 Legal proceedings                                     58,827             3,686
 Professional and consulting fees                     274,086            37,287
 Other general and administrative                     135,053            68,113
                                                --------------    --------------
     Total Operating Expenses                         467,966           109,086
                                                --------------    --------------

(LOSS) FROM OPERATIONS                               (533,847)          (77,934)

OTHER INCOME/(EXPENSE)
   Interest expense                                    (9,366)                -
                                                --------------    --------------

NET (LOSS)                                      $    (543,213)    $     (77,934)
----------                                      ==============    ==============

NET LOSS PER SHARE - BASIC AND DILUTED          $       (0.03)    $       (7.93)
                                                ==============    ==============

WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING DURING THE PERIOD - BASIC
AND DILUTED                                        16,631,414             1,000
                                                ==============    ==============

          See accompanying notes to consolidated financial statements.

                                       F-3


<PAGE>

         DUCT UTILITY CONSTRUCTION & TECHNOLOGIES, INC. AND SUBSIDIARIES
        (FORMERLY PROCARE INDUSTRIES, LTD./HK UTILITY CONSTRUCTION, INC.)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      ------------------------------------

                                                   For the Three   For The Three
                                                   Months Ended    Months Ended
                                                  March 31, 2002  March 31, 2001
                                                  --------------  --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net (Loss)                                       $    (543,213)  $     (77,934)
 Adjustments to reconcile net (loss) to net
  cash (used in) operating activities:
    Depreciation                                         19,291               -
    Loss on abandonment of fixed assets                   1,147               -
    Stock issued for services                            80,000               -
 Changes in operating assets and liabilities:
  (Increase) decrease in accounts receivable             91,041               -
  (Increase) in prepaid expenses and other
   current assets                                        (5,000)        (10,692)
  (Increase) in security deposits                        (2,200)              -
  Increase in accounts payable and accrued
   expenses                                              85,220         143,811
                                                  --------------  --------------
     Net Cash Used In Operating Activities             (273,714)         55,185
                                                  --------------  --------------

CASH FLOWS FROM INVESTING ACTIVITIES:                         -               -
                                                  --------------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from notes payable                             13,654               -
 Proceeds from line of credit                             3,425               -
 Repayments on notes payable                             (1,724)              -
 Common stock to be issued                              295,000               -
                                                  --------------  --------------
     Net Cash Provided by Financing Activities          310,355               -
                                                  --------------  --------------

NET INCREASE IN CASH                                     36,641          55,185

CASH - BEGINNING OF PERIOD                                    -               -
                                                  --------------  --------------

CASH - END OF PERIOD                              $      36,641   $      55,185
--------------------                              ==============  ==============

CASH PAID DURING THE PERIOD FOR - INTEREST        $       3,518   $           -
                                                  ==============  ==============

          See accompanying notes to consolidated financial statements.

                                       F-4


<PAGE>

         DUCT UTILITY CONSTRUCTION & TECHNOLOGIES, INC AND SUBSIDIARIES
        (FORMERLY PROCARE INDUSTRIES, LTD./HK UTILITY CONSTRUCTION, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2002
                              --------------------
                                   (UNAUDITED)

NOTE 1   BASIS OF PRESENTATION
------   ---------------------

         The accompanying unaudited financial statements have been prepared in
         accordance with accounting principles generally accepted in The United
         States of America and the rules and regulations of the Securities and
         Exchange Commission for interim financial information. Accordingly,
         they do not include all the information necessary for a comprehensive
         presentation of financial position and results of operations.

         It is management's opinion, however that all material adjustments
         (consisting of normal recurring adjustments) have been made which are
         necessary for a fair financial statements presentation. The results for
         the interim period are not necessarily indicative of the results to be
         expected for the year.

         For further information, refer to the financial statements and
         footnotes for the year ended December 31, 2001 included in the
         Company's Form 10-KSB.

NOTE 2   PRINCIPLES OF CONSOLIDATION
------   ---------------------------

         The accompanying consolidated financial statements include the accounts
         of the DUCT Utility Construction and Technologies, Inc. and its wholly
         owned subsidiaries. All significant inter-company transactions and
         balances have been eliminated in consolidation.

NOTE 3   STOCK ISSUANCES
------   ---------------

         (A) STOCK TO BE ISSUED FOR CASH
         -------------------------------

         During the three months ended March 31, 2002 the Company received
         $295,000 for 1,250,000 shares of common stock to be issued in April
         2002.

         (B) STOCK ISSUED FOR SERVICES
         -----------------------------

         During the three months ended March 31, 2002 the Company issued 200,000
         shares of common stock for consulting services rendered having a fair
         value of $80,000.

NOTE 4   GOING CONCERN
------   -------------

         As reflected in the accompanying financial statements, the Company's
         loss from operations of $543,213, negative cash flow from operating
         activities of $273,714 and working capital deficiency of $1,895,944
         raise substantial doubt about its ability to continue as a going
         concern. The ability of the Company to continue as a going concern is
         dependent on the Company's ability to raise additional capital and
         implement its business plan. The financial statements do not include

                                       F-5

<PAGE>

         DUCT UTILITY CONSTRUCTION & TECHNOLOGIES, INC AND SUBSIDIARIES
        (FORMERLY PROCARE INDUSTRIES, LTD./HK UTILITY CONSTRUCTION, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2002
                              --------------------
                                   (UNAUDITED)

         any adjustments that might be necessary if the Company is unable to
         continue as a going concern. The Company is presently seeking to raise
         additional working capital through a private offering of its common
         stock and Series A preferred stock to accredited investors in reliance
         on the exemption from registration provided by Section 4(2) of the
         Securities Act of 1933 (the "Private Offerings"). In connection with
         its offering of Series A preferred stock, the Company is also offering
         for sale to accredited investors, its convertible promissory notes,
         convertible into Series A preferred stock. Additionally, the Company is
         currently negotiating new service contracts to generate increased
         revenues.

NOTE 5   COMMITMENTS AND CONTINGENCIES
------   -----------------------------

         The Company is involved in various lawsuits filed during the three
         months ended March 31, 2002 regarding non-payment of accounts payable,
         notes payable, operating leases and unemployment issues. As of the date
         of this report, one settlement has been reached in connection with a
         subcontractor's accounts payable amount that was in dispute. At March
         31, 2002, the Company has included all disputed amounts in accounts
         payable and accrued expenses and notes payable.

                                       F-6


<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

THE FOLLOWING DISCUSSION OF THE RESULTS OF OUR OPERATIONS AND FINANCIAL
CONDITION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE
NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT. EXCEPT FOR THE HISTORICAL
INFORMATION CONTAINED HEREIN, THE DISCUSSION CONTAINED IN THIS REPORT CONTAINS
"FORWARD-LOOKING STATEMENTS" THAT INVOLVE RISK AND UNCERTAINTIES. THESE
STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS
"BELIEVES," "EXPECTS," "MAY," "WILL," "SHOULD" OR "ANTICIPATES" OR THE NEGATIVE
THEREOF OR SIMILAR EXPRESSIONS OR BY DISCUSSIONS OF STRATEGY. THE CAUTIONARY
STATEMENTS MADE IN THIS REPORT SHOULD BE READ AS BEING APPLICABLE TO ALL RELATED
FORWARD-LOOKING STATEMENTS WHEREVER THEY APPEAR IN THIS REPORT. OUR ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THIS REPORT.

Introduction. The Company was an inactive Colorado corporation until May 2001
when it acquired HK Utility Construction, Inc. ("HK") in a reorganization that
for accounting purposes has been treated as a recapitalization of HK Utility.
(See the attached financial statements and notes thereto.) HK was formed in 2001
for the purpose of acquiring and investing in companies engaged in the field of
laying underground and aerial fiber optic cables. In moving forward with its
business strategy, HK acquired Durango Communications, Inc. in exchange for the
issuance of 600,000 shares of common stock. During this same period, HK
attempted to make two other acquisitions, Star Communications Inc. and D & R
Construction, Inc. These acquisitions were subsequently rescinded pursuant to
the terms of the stock exchange agreement executed by the company. In August
2001, the Company through its wholly owned subsidiary DUCT 2, INC., an Ohio
corporation, completed its acquisition of BJ Boring, Inc., a Texas corporation
engaged in the underground utility construction business, and changed its name
to DUCT Construction Sources, Inc.

During 2001, the Company also began developing its specialized construction
services, building systems for customers as a telecommunications and cable
television contractor.

Since the Company was not active in calendar year 2000 or the first quarter of
2001, the financial information presented for the period ending March 31, 2001
is not consistent with the 10Q-SB previously filed for that period. Operating
revenue and expense for the period ending March 31, 2001 presented in this
10Q-SB reflects the operating results of Durango Communications, Inc., an
acquisition completed with HK Utility Construction, Inc., in June 2001 and
treated as a recapitalization of HK Utility Construction, Inc., for that period.
HK Utility Construction had no operations during the period ending March 31,
2001.

During the period ending March 31, 2001, Durango Communications, Inc., delivered
similar telecommunications construction project management services. The Company
provided project management personnel and outsourced virtually all of its
construction services.

                                       7

<PAGE>

During the period ending March 31, 2002, the Company had insufficient capital to
implement its revenue plan. Operating capital, raised through private equity
sales to accredited investors during the period ending March 31, 2002, was
insufficient to enable the Company to meet is current financial obligations and
begin to generate revenues. The Company also incurred significant expenses and
liabilities, primarily due to both a lack of working capital and the Company 's
efforts to raise capital. The Company conducted no activities directly related
to the generation of revenue.

Unless the Company is able to raise sufficient capital, the Company will not be
able to generate revenues and may not be able to continue as a going concern.

Results of Operations. For the period ending March 31, 2001, the financial data
presented are based upon the operating results of Durango Communications, Inc.,
a wholly-owned subsidiary acquired in June 2001.

         REVENUES. For the period ending March 31, 2002, the Company recorded no
revenues, as compared to $682,084 for the period ending March 31, 2001.

         COST OF EARNED REVENUES. The Company incurred costs associated with
earned revenues of $65,881 for the period ending March 31, 2002, as compared to
$650,932 for the period ending March 31, 2001. These costs included equipment
lease expenses and inactive direct labor costs.

         PROFESSIONAL AND CONSULTING FEES. During period ending March 31, 2002,
the Company incurred $274,086 in professional and consulting fees, compared to
$37,287 for the period ending March 31, 2001. Of this amount, $89,086 is
attributable to the development and implementation of the Company's financial
accounting and sales/project services system. Expenses related to the placement
of securities and ongoing financial consulting totaled $89,500. Expenses
incurred for business consultants totaled $15,500. The balance of the
professional and consulting fees, $80,000, are attributed to stock-based
compensation for the Company's outside sales consultants. Stock issued as
compensation to consultants was valued at the market value of the Company's
publicly traded common stock on or about the day of issuance. Due to the limited
market for the Company's public securities and the relatively small public
float, the market value on the dates of issuance varied greatly.

         LEGAL AND ACCOUNTING FEES. The Company incurred $58,827 in legal and
accounting fees for the period ending March 31, 2002, compared to $3,286 for the
period ending March 31, 2001. These fees include costs associated with financing
activities, and the preparation of private offering documents, SEC filings, and
ongoing legal representation.

         GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses totaled $135,053 for the period ending March 31, 2002, compared to
$68,113 for the period ending March 31, 2001. These expenses were related to
administrative salaries, payroll taxes and employee benefits, general
services-related expenditures, operating lease expense and depreciation expense.

         NET LOSS. For the period ending March 31, 2002, the Company incurred a
net loss of $543,213 and a net loss per share of $0.03, compared to a net loss
of $77,934 and a net loss per share of $7.93 for the period ending March 31,
2001. The net loss per share in 2001 is significantly higher due to the fact
Durango Communications, the sole operating entity during this period, had only
1000 shares outstanding. This operating loss will reduce future income taxes on
profits.

                                       8

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES. The Company has a total of $283,636 in cash and
other current assets and current liabilities totaling $2,179,580, of which
$119,799 due to stockholders. The Company has been operating with limited cash
resources since its inception. In addition, the Company incurred substantial
losses from its operations in the period ending March 31, 2002, and experienced
cash flow difficulties that have caused it not to meet some of its obligations
as they have come due. However, as of the date of this filing, the Company has
been successful in obtaining limited working capital, and hopes to raise
additional funds through private placement offerings.

The Company is currently conducting private offerings of up to 6,250,000 shares
of its common stock and Series A preferred stock to accredited investors in
reliance on the exemption from registration provided by Section 4(2) of the
Securities Act of 1933 (the "Private Offerings"). In connection with its
offering of Series A preferred stock, the Company is also offering for sale to
accredited investors, its convertible promissory notes, convertible into Series
A preferred stock. The securities offered will not be registered under the
Securities Act of 1933 or registered or qualified in any state and, accordingly,
may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the Act and
applicable state securities laws.

The proceeds raised by the Offering will be utilized by the Company primarily
for the mobilization of crews, equipment costs and operating and working capital
necessary to commence construction on various contracts held by the Company and
general and administrative expenses. The Company believes that these funds,
along with additional working capital generated through planned operations, will
be sufficient to liquidate significant portions of its past due obligations over
the next year.

PLAN OF OPERATIONS. As reflected in the accompanying financial statements, the
Company does not have adequate cash and current assets to meet its short-term
obligations. The Company is working to renegotiate its short-term obligations to
either long-term debt or reduced amounts.

The Company has begun to implement new financial controls and cash and credit
management policies. These policies and procedures will ensure that the Company
minimizes credit risk while maximizing cash flows, thereby enabling maximum
opportunities for growth. Key to managing and monitoring these policies and
procedures will be the integrated enterprise resource planning system
implemented in 2001.

The Company is currently in default on most of its equipment leases and notes
payable in its Duct Construction Services, Inc. (f/k/a BJ Boring) subsidiary.
The Company is evaluating its options in this regard going forward. It is
possible that the Company will voluntarily return the equipment or restructure
its obligations to conserve cash and mitigate liabilities.

If the Company is able the secure adequate funding, it may acquire equipment and
machinery for to the services it provides. Due to the downturn in the telecom
infrastructure market, the Company may be able to acquire assets at discounts to
market value. However, if the telecom market rebounds prior to the Company
securing funding, the Company may not be able to purchase these assets.

As of March 31, 2002, the Company employed 8 employees and consultants. The
Company does not anticipate a material change in the number of employees until
it begins to implement its business plan. Upon implementation, the Company
anticipates that the number of employees/contractors will grow at a ratio of 1
employee per $100,000 of annualized revenue.

                                       9

<PAGE>

In March 2002, the Company began to hire key management personnel to assist the
company in furthering the Company's plans to build a larger and more profitable
specialty contracting services company through acquisition and controlled
organic growth. The new management team has significant telecom industry
experience and has successfully executed similar strategies with other
organizations.

The Company believes that significant additional capitalization, along with its
currents sales opportunities, advanced financial controls and system
infrastructure, and its experienced management team, will enable the Company to
achieve growth in sales, gross profits and earnings, while improving its balance
sheet.

PART II.  OTHER INFORMATION

ITEM 1.  LITIGATION

         FIBERONETEL SERVICES, INC. V. DUCT UTILITY CONSTRUCTION &
TECHNOLOGIES,INC., was filed in the Court of Common Pleas, Cuyahoga County, Ohio
on January 25, 2002. The complaint for Breach of Contract, Unjust Enrichment,
Garnishment and Declaratory Judgment alleges damages in the amount of $67,212.60
arising out of the Adelphia Cleveland Project pursuant to which Fiberonetel
performed certain work on the Company's behalf pursuant to a subcontract between
the Company and the general contractor on the project. The general contractor
failed to pay the Company and, as a result, the Company failed to pay
Fiberonetel who then initiated the litigation. The general contractor has
deposited funds of the amount of the claim into a court escrow, and the
Company's legal counsel has negotiated with Fiberonetel's attorney to settle the
litigation for $64,000 to release the funds from escrow.

The reader's attention is further directed to Part I, Item 3 of the Company's
Annual Report on Form 10-KSB/A dated April 15, 2002.

ITEM 2.  CHANGES IN SECURITIES

On February 20, 2002, the Company sold 1,100,000 shares of its no par value
common stock to Accredited Investors for an aggregate purchase price of
$220,000. No underwriter was involved in the transaction. The purchasers were
furnished full information concerning the business and affairs of the Company
and represented that they were acquiring the shares for investment, for their
own accounts and not for purposes of distribution. A restrictive legend was
placed on the certificates evidencing the shares. The Company relied upon
Section 4(2) of the Securities Act of 1933 in issuing the shares without
registration.

In March, 2002, the Company commenced a private offering of up to 1,500,000
shares of its common stock for an aggregate purchase price of $750,000. As of
March 22, 2002, the Company had accepted subscription agreements from various
Accredited Investors for the purchase and sale of 550,000 shares of its no par
value common stock, for an aggregate subscription price of $275,000, pursuant to
the offering. In April 2002, the Company, through Hotovec, Pomeranz & Company,
commenced a private offering to Accredited Investors only, of its 10%
Convertible Promissory Notes ("Notes") in an aggregate principal amount up to
$4,250,000. The Notes will be convertible into Series A Preferred Stock of the
Company on terms and conditions set forth therein, and each subscriber for the
notes will also receive a stock warrant to purchase shares of common stock of
the company. Investors in both of the Private Offerings have received and will
receive full information concerning the business and affairs of the Company and
have represented and will be required to represent that they are acquiring the
shares for investment, for their own accounts and not for purposes of
distribution. A restrictive legend will be placed on each certificate evidencing
the shares.

                                       10

<PAGE>

During the three months ended March 31, 2002 the Company issued a total of
200,000 shares of its common stock to sales consultants, pursuant to Section
4(2) of the Securities Act of 1933.

ITEM 3.  DEFAULT UPON SENIOR SECURITIES: NONE

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS: NONE

ITEM 5.  OTHER INFORMATION:

The Company's subsidiary, DUCT 2, Inc., is currently in default under short-term
notes payable by DUCT 2, Inc. to Joseph Williams and Cathy Barr in the amounts
of $119,798.62 and $38,000, respectively. The notes were due on April 28, 2002,
and are accruing interest at the rate of 8% per annum.

On May 9 the Company renegotiated its Note payable to Robert W. Marsik (the
"Marsik Note"), which had been previously reported as in default and executed a
new installment promissory note in the principal amount of $53,808.22 payable to
Mr. Marsik, together with interest at the rate of 10% per month, over a period
of twelve months. As a result, the Marsik Note is no longer in default.

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K:

         (a) Exhibits:     3(i)(a)  Articles of Incorporation and amendments
                                    thereto, incorporated by reference to
                                    Exhibit 3(i) to ProCare's Quarterly Report
                                    on form 10-QSB for the quarter ended March
                                    31, 1999.

                           3(i)(b)  Certificate of Amendment of Articles of
                                    Incorporation dated June 18, 2001.

                           3(ii)    Bylaws of ProCare, incorporated by reference
                                    to Exhibit 3(ii) to ProCare's Quarterly
                                    Report on form 10-QSB for the quarter ended
                                    March 31, 1999.

                                       11


<PAGE>

         (b) Reports on Form 8-k: The Company has filed the following reports on
Form 8-k for the three month period ended September 30, 2001

        Item reported             Date                     Financial Statements
        -------------             ----                     --------------------
                9                March 14, 2002             N/A

                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                  DUCT Utility Construction & Technologies, Inc.

                                            BY: /S/ RANDALL DREW
                                               ---------------------------
                                               Randall Drew, CFO

Dated:  This 17th day of May 2002

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