<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 June 30, 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.)

                   1231 Ida Street #2, Cincinnati, Ohio 45202
                    (Address of principal executive offices)

                               (513) 651-1723
                           (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: August 19, 2002

         CLASS                                    OUTSTANDING AT AUGUST 19, 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 JUNE 30, 2002



<PAGE>

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

                                    CONTENTS

PAGE 1          INDEPENDENT ACCOUNTANTS' REPORT

PAGE 2          CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2002 (UNAUDITED) AND
                DECEMBER 31, 2001

PAGE 3          CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX
                MONTHS ENDED JUNE 30, 2002 AND 2001 (UNAUDITED)

PAGE 4          CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED
                JUNE 30, 2002 AND 2001 (UNAUDITED)

PAGES 5 - 7     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 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 Construction, Inc.) as of June 30, 2002 and the consolidated
statements of operations and cash flows for the three and six months ended June
30, 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
$1,913,537, a negative cash flow from operating activities of $549,878, a
working capital deficiency of $2,317,539, and a stockholders' deficiency of
$2,119,202 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.

/s/ WEINBERG & COMPANY, P.A.

Boca Raton, Florida
August 6, 2002

                                       1


<PAGE>
<TABLE>

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

<CAPTION>

                                                   ASSETS
                                                   ------
                                                                             June 30, 2002    December 31,
                                                                               (Unaudited)        2001
                                                                              -------------   -------------
<S>                                                                           <C>             <C>
CURRENT ASSETS
 Cash                                                                         $      3,612    $         --
 Accounts receivable - net                                                          85,000         325,641
 Other receivables                                                                     900           2,456
 Prepaid expenses and other current assets                                           4,940           4,940
                                                                              -------------   -------------
     Total Current Assets                                                           94,452         333,037
                                                                              -------------   -------------

PROPERTY AND EQUIPMENT - NET                                                       201,087         240,751
                                                                              -------------   -------------

OTHER ASSETS
 Goodwill                                                                               --         684,307
 Security Deposits                                                                  31,362          29,162
                                                                              -------------   -------------
     Total Other Assets                                                             31,362         713,469
                                                                              -------------   -------------

TOTAL ASSETS                                                                  $    326,901    $  1,287,257
                                                                              =============   =============

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

CURRENT LIABILITIES
 Line of credit payable                                                       $     33,552    $     30,547
 Notes payable - current portion                                                   166,059         154,046
 Notes payable - stockholder                                                       119,799         119,799
 Accounts payable and accrued expenses                                           2,092,581       1,772,890
                                                                              -------------   -------------
     Total Current Liabilities                                                   2,411,991       2,077,282
                                                                              -------------   -------------

LONG-TERM LIABILITIES
 Notes payable - net of current portion                                             34,112          40,641
                                                                              -------------   -------------
     Total Long-Term Liabilities                                                    34,112          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, 18,325,858
  and 16,525,858 shares issued and outstanding                                   8,651,764       8,151,763
 Common stock to be issued (650,000 shares)                                        325,000         200,000
 Accumulated deficit                                                           (11,095,966)     (9,182,429)
                                                                              -------------   -------------
     Total Stockholders' Deficiency                                             (2,119,202)       (830,666)
                                                                              -------------   -------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                $    326,901    $  1,287,257
                                                                              =============   =============

                        See accompanying notes to consolidated financial statements.

                                                     2
</TABLE>


<PAGE>
<TABLE>

                        DUCT UTILITY CONSTRUCTION & TECHNOLOGIES, INC. AND SUBSIDIARIES
                       (FORMERLY PROCARE INDUSTRIES, LTD./HK UTILITY CONSTRUCTION, INC.)
                                     CONSOLIDATED STATEMENT OF OPERATIONS
                                                  (UNAUDITED)
<CAPTION>
                                                                                               For the period
                                                                                                    From
                                                For the Three   For the Three   For the Six   January 19, 2001
                                                Months Ended    Months Ended    Months Ended       Through
                                                June 30, 2002   June 30,2001    June 30, 2002   June 30, 2001
                                                -------------   -------------   -------------   -------------
<S>                                             <C>             <C>             <C>             <C>
REVENUES - NET                                  $         --    $    556,102    $         --    $  1,238,187

COST OF REVENUES                                      19,159         489,747          85,040       1,140,679
                                                -------------   -------------   -------------   -------------

GROSS PROFIT                                         (19,159)         66,355         (85,040)         97,508
                                                -------------   -------------   -------------   -------------

OPERATING EXPENSES
 Professional fees                                   129,847              --         188,674              --
 Consulting fees                                     226,332          72,350         500,418         109,637
 Other general and administrative                    298,023         164,636         433,077         236,435
 Impairment of goodwill                              684,307              --         684,307              --
                                                -------------   -------------   -------------   -------------
     Total Operating Expenses                      1,338,509         236,986       1,806,476         346,072
                                                -------------   -------------   -------------   -------------

(LOSS) FROM OPERATIONS                            (1,357,668)       (170,631)     (1,891,516)       (248,564)

OTHER INCOME/(EXPENSE)
Subsidiary acquisition expense                            --        (225,000)             --        (225,000)
Interest expense                                     (12,655)        (14,965)        (22,021)        (14,965)
                                                -------------   -------------   -------------   -------------
     Total Other (Expense)                           (12,655)       (239,965)        (22,021)       (239,965)
                                                -------------   -------------   -------------   -------------

NET (LOSS)                                        (1,370,323)       (410,596)     (1,913,537)       (488,529)
                                                =============   =============   =============   =============

NET LOSS PER SHARE - BASIC AND DILUTED          $       (.07)   $       (.04)   $       (.11)   $       (.05)
                                                =============   =============   =============   =============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
DURING THE PERIOD - BASIC AND DILUTED           $ 18,663,990    $  9,643,844    $ 17,752,875    $  9,643,844
                                                =============   =============   =============   =============

                         See accompanying notes to consolidated financial statements.

                                                      3
</TABLE>



<PAGE>
<TABLE>

                 DUCT UTILITY CONSTRUCTION & TECHNOLOGIES, INC. AND SUBSIDIARIES
                (FORMERLY PROCARE INDUSTRIES, LTD./HK UTILITY CONSTRUCTION, INC.)
                               CONSOLIDATED STATEMENT OF CASH FLOWS
                                           (UNAUDITED)
<CAPTION>
                                                                     For the Six    For the Six
                                                                     Months Ended   Months Ended
                                                                     June 30, 2002  June 30, 2001
                                                                     ------------   ------------
<S>                                                                  <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net (Loss)                                                          $(1,913,537)   $  (488,529)
 Adjustments to reconcile net (loss) to net cash (used in)
  operating activities:
    Depreciation                                                          38,517             --
    Loss on abandonment of fixed assets                                    1,147             --
    Stock issued for services                                             80,000            724
    Subsidiary acquisition expense                                            --        225,000
    Impairment of goodwill                                               684,307             --
 Changes in operating assets and liabilities:
  (Increase) decrease in accounts receivable                             240,641             --
  (Increase) decrease in prepaid expenses and other current assets         1,556       (124,319)
  (Increase) in security deposits                                         (2,200)            --
  Increase in accounts payable and accrued expenses                      319,691        195,761
                                                                     ------------   ------------
         Net Cash Used In Operating Activities                          (549,878)      (191,363)
                                                                     ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Increase in stockholder loans                                                --        (18,986)
                                                                     ------------   ------------
         Net Cash Used In Investing Activities                                --        (18,986)
                                                                     ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from notes payable                                              12,014        246,169
 Proceeds from line of credit                                              3,005             --
 Repayments on notes payable                                              (6,529)            --
 Common stock issued for cash                                            220,000             --
 Common stock to be issued                                               325,000             --
                                                                     ------------   ------------
         Net Cash Provided by Financing Activities                       553,490        246,169
                                                                     ------------   ------------

NET INCREASE IN CASH                                                       3,612         35,820

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

CASH - END OF PERIOD                                                 $     3,612    $    35,820
                                                                     ============   ============

CASH PAID DURING THE PERIOD FOR - INTEREST                           $     3,041    $    12,500
                                                                     ============   ============

                   See accompanying notes to consolidated financial statements.

                                                5
</TABLE>



<PAGE>

         DUCT UTILITY CONSTRUCTION & TECHNOLOGIES, INC AND SUBSIDIARIES
        (FORMERLY PROCARE INDUSTRIES, LTD./HK UTILITY CONSTRUCTION, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 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 six months ended June 30, 2002 the Company received $325,000
         for 650,000 shares of common stock to be issued in August 2002.

         (B) STOCK ISSUED FOR CASH
         -------------------------

         During the six months ended June 30, 2002 the Company issued 1,100,000
         shares of common stock for proceeds of $220,000.

         (C) STOCK ISSUED FOR SERVICES
         -----------------------------

         During the six months ended June.30, 2002 the Company issued 200,000
         shares of common stock for consulting services rendered having a fair
         value of $80,000.

                                       6


<PAGE>
         DUCT UTILITY CONSTRUCTION & TECHNOLOGIES, INC AND SUBSIDIARIES
        (FORMERLY PROCARE INDUSTRIES, LTD./HK UTILITY CONSTRUCTION, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2002
                                   (UNAUDITED)

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

         As reflected in the accompanying financial statements, the Company's
         loss from operations of $1,913,537, negative cash flow from operating
         activities of $549,878, working capital deficiency of $2,317,539 and
         stockholders' deficiency of $2,119,202 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 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 offerings 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 June 30, 2002 regarding non-payment of accounts payable,
         notes payable, operating leases and unemployment issues. At June 30,
         2002, the Company has included all disputed amounts in accounts payable
         and accrued expenses and notes payable.

NOTE 6   IMPAIRMENT OF GOODWILL
------   ----------------------

         In July 2001, the Company acquired Duct Construction Services ("DCS")
         (formerly B.J. Boring, Inc.). The acquisition was accounted for under
         the purchase method and the excess of purchase price over the net
         assets acquired of $684,307 was recorded as goodwill. Due to the
         operating losses of DCS after the acquisition and projected operating
         losses, the goodwill has been written off as impaired in accordance
         with SFAS No. 142.

                                       7


<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 six months ending June 30,
2001 is not consistent with the 10Q-SB previously filed for that period.
Operating revenue and expense for the six months ending June 30, 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 recapitalization of HK Utility Construction, Inc., for that period.
HK Utility Construction had no operations during the period ending June 30,
2001.

During the period ending June 30, 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.

During the period ending June 30, 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 June 30, 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 June 30, 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 June 30, 2002, the Company recorded no
revenues, as compared to $556,102 for the period ending June 30, 2001.

         COST OF EARNED REVENUES. The Company incurred costs associated with
earned revenues of $19,159 for the period ending June 30, 2002, as compared to
$489,747 for the period ending June 30, 2001. These costs included equipment
lease expenses.

                                       8


<PAGE>

         PROFESSIONAL AND CONSULTING FEES. During period ending June 30, 2002,
the Company incurred $226,333 in professional and consulting fees, compared to
$72,350 for the period ending June 30, 2001. Expenses related to the placement
of securities and ongoing financial consulting totaled $135,000. Business
consulting expense, including financial, sales and business development
activities, totaled $102,064. The company eliminated expense of $10,731 due to
the non-operational status of its SAP information systems.

         LEGAL AND ACCOUNTING FEES. The Company incurred $129,847 in legal and
accounting fees for the period ending June 30, 2002, compared to no expense for
the period ending June 30, 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 $298,023 for the period ending June 30, 2002, compared to
$164,636 for the period ending June 30, 2001. These expenses were related to
administrative salaries, payroll taxes and employee benefits, general
services-related expenditures, operating lease expense and depreciation expense.

         GOODWILL IMPAIRMENT. During the period ending June 30, 2002, the
Company incurred $684,307 in goodwill impairment expense related to the
acquisition of Duct Construction Services, Inc. (f/k/a BJ Boring, Inc.) in
accordance with SFAS No. 142. No goodwill impairment expense was recorded in for
period ending June 30, 2001.

         NET LOSS. For the period ending June 30, 2002, the Company incurred a
net loss of $1,357,668 and a net loss per share of $0.07, compared to a net loss
of $170,631 and a net loss per share of $.04 for the period ending June 30,
2001. This operating loss will reduce future income taxes on profits.

LIQUIDITY AND CAPITAL RESOURCES. The Company has a total of $94,452 in cash and
other current assets and current liabilities totaling $2,411,991, 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 June 30, 2002, and experienced
cash flow difficulties that have caused it not to meet some of its obligations
as they have come due.

On June 13, 2002, the Company's Board of Directors voted to terminate the
Company's relationship with its investment banker, Hotovec, Pomeranz &
Co.("Hotovec") due to Hotovec's inability to raise capital for the Company on
terms acceptable to the Company and its principal shareholders, and
dissatisfaction with Hotovec's performance under the terms of its consulting
agreements.

As of the date of this filing, the Company has no working capital, but hopes to
raise additional funds through private placement offerings.

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 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.

                                       9


<PAGE>

As of June 30, 2002, the Company employed 4 employees and consultants. On July
13 2002, William Delgado, the Company's Chief Executive Officer, resigned from
the Company along with two other employees. The Board elected Randall Drew
interim Chief Executive Officer and the Company moved its operations to
Cincinnati, Ohio. The Company does not anticipate a material change in the
number of employees until it begins to implement its business plan.

The Company believes that significant additional capitalization, along with its
advanced financial controls and systems
infrastructure, 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. In May 2002, the Company's legal
counsel has negotiated with Fiberonetel's attorney to settle the litigation for
$64,000 to release the funds from escrow.

However, in July 2002, Northshore filed for Chapter 11 bankruptcy, negating the
agreed-to settlement between FiberOneTel and the Company.  The Company is still
in negotiations with FiberOneTel to settle the outstanding claim.

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: NONE

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, 2002 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. The Company made payments totaling $9,700 to Marsik
in the period ending June 30, 2002. The Company has been unable to continue
paying Marsik as per the Note payable, and is currently 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
                                    June 30, 1999.

                                       10



<PAGE>

         (b) Reports on Form 8-k: The Company has filed the following reports on
Form 8-k for the three month period ended June 30, 2002

        Item reported             Date                     Financial Statements
        -------------             ----                     --------------------
                5                June 18, 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, CEO

Dated:  This 19th day of August 2002

                                       11