SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 10-QSB/A

(Mark One)

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

For the quarterly period ended:   June 30,1999

                                       OR

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

For the transition period from ______ to _______

Commission file number: 0-13066

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

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

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

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

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

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common  stock,  as of the latest  practicable  date:  As of June 1999 there were
approximately  76,659,919  common shares  outstanding.  As of July 8, 1999 there
were  approximately  766,600  common shares  outstanding.  (see Part II, note 3.
Submission of matters to a vote of Security Holders).



<PAGE>

                        1. PART 1 - FINANCIAL INFORMATION

Item  1.  Financial statements

<TABLE>
<CAPTION>
                             PROCARE INDUSTRIES, LTD

                                  BALANCE SHEET

                                                      June 30,    December  31,
                                                        1999           1998
                                                        ----           ----
                                                     (Unaudited)


<S>                                                  <C>          <C>
ASSETS ...........................................   $  -0-         $    -0 -
                                                     --------      -----------

      TOTAL ASSETS ...............................   $  -0-         $    -0-
                                                     --------      -----------

LIABILITIES ......................................   $  9,793       $    -0-
                                                     --------      -----------

COMMITMENTS AND CONTINGENCIES (2) ................   $  -0-         $    -0-
                                                     --------      -----------
      TOTAL LIABILITIES ..........................   $  9,793       $    -0-
                                                     --------      -----------


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:  76,659,919, and 36,659,919 shares
    issued and outstanding at June 30, 1999 and
    December 31, 1998(1)(4) ......................   $ 13,566      $ 3,179,795
   Additional paid-in capital(1) .................   $  -0-        $ 1,215,028
   Accumulated deficit(1) ........................  ($ 23,359 )   ($ 4,394,823)
                                                     --------      -----------

      TOTAL STOCKHOLDERS' EQUITY .................  $   -0-        $    -0-
                                                    ---------      -----------

      TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY .......................   $  -0-        $    -0-
                                                     --------      -----------
</TABLE>








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


                                        2

<PAGE>
                            PROCARE INDUSTRIES, LTD.
<TABLE>
<CAPTION>

                             STATEMENT OF OPERATIONS
                                  (UNAUDITIED)

     For the six months ended June 30, 1999, and June 30, 1998, respectively



                                               6-30-99         6-30-98
                                               -------         -------
<S>                                          <C>            <C>
NET SALES ...............................    $   -0-        $    -0-

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


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


OPERATING EXPENSES
        General and Administrative ......    $ 23,359       $    -0-

TOTAL OPERATING EXPENSES ................    $ 23,359       $    -0-


NET INCOME ON OPERATIONS
    BEFORE INCOME TAXES .................   ($ 23,359)      $    -0-

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


NET INCOME ..............................   ($ 23,359)      $    -0-
                                             --------        ---------


INCOME PER AVERAGE COMMON SHARE .........   ($   0.03)      $    -0-


</TABLE>










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



                                        3


<PAGE>

<TABLE>
<CAPTION>
                            PROCARE INDUSTRIES, LTD.

                             STATEMENT OF OPERATIONS
                                   (UNAUDITED)


    For the three months ended June 30, 1999 and June 30, 1998 respectively.


                                              6-30-99         6-30-98
                                              -------         -------
<S>                                          <C>            <C>
NET SALES ...............................    $   -0-        $    -0-

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


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


OPERATING EXPENSES
        General and Administrative ......    $ 23,359       $    -0-

TOTAL OPERATING EXPENSES ................    $ 23,359       $    -0-


NET INCOME ON OPERATIONS
    BEFORE INCOME TAXES .................   ($ 23,359)      $    -0-

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


NET INCOME ..............................   ($ 23,359)      $    -0-
                                             --------        ---------


INCOME PER AVERAGE COMMON SHARE .........   ($   0.03)      $    -0-


</TABLE>







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





                                       4
<PAGE>

<TABLE>
<CAPTION>

                            PROCARE INDUSTRIES, LTD.


                             STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

     For the six months ended June 30, 1999 and June 30, 1998, respectively.

                                              1999          1998
                                              ----          -----

<S>                                       <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net loss .........................  ($ 23,359)      $   -0-

NET CASH USED IN OPERATING ACTIVITIES ..   $ 13,566       $   -0-

CASH FLOWS FROM INVESTING ACTIVITIES ...   $ 13,566       $   -0-

CASH FLOWS FROM FINANCING ACTIVITIES ...   $  9,793       $   -0-

NET INCREASE (DECREASE) IN CASH ........   $   -0-        $   -0-

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

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

</TABLE>







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










                                       5
<PAGE>


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

PART I ( continued )


ProCare  Industries,  Ltd. (the Company) was incorporated  under the laws of the
State of Colorado on December 30, 1983 and became a publicly  traded  company on
the NASDAQ  market in 1984.  In  September  1988 the Company  filed a Chapter 11
bankruptcy  petition  and  subsequently  dismissed  the  Chapter  11 action  and
liquidated all Company assets in March 1990, when the secured creditors rejected
the Plan of  Reorganization  submitted by  management.  No  operations  occurred
between 1990 and July 1, 1998.

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

Note 2. The Company had no  operations  from 1990  through  June 30,  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 has been changed to reflect 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.

ITEM 2.  Management's  Plan of  Operation.  Management  intends  to  locate  and
acquire,  or be  acquired  by,  another  business.  Management  believes  that a
significant  number of  private  businesses  would be  interested  in a business
combination  with the Company,  primarily in order to become a  public-reporting
entity  with a market for its  securities.  The  Company  is a  public-reporting
entity with common stock listed on the NASD OTC Bulletin Board.

Year 2000  concerns.  Since the Company has had no operations  from 1990 through
June 1998 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.


                                       6

<PAGE>



Liquidity  and  Capital  Resources:  The  Company  presently  has no  source  of
liquidity or capital,  other than the commitment of its President to continue to
provide needed funds.


PART II  -  OTHER INFORMATION

Item 1. Legal  Proceedings:  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:

(a) During the second  quarter  shareholders  approved a 1 for 100 reverse stock
split of the common stock which became effective July 8, 1999.

(c)  Effective  January  29, 1999 the Company  issued  40,000,000  shares of its
common stock to three members of the Board of Directors  for costs  incurred and
paid in 1998 by those  Directors in "cleaning up" the Company and submitting the
appropriate documents to the SEC so that the Company will again be in compliance
with reporting  obligations under Security Exchange Act of 1934, as amended. The
Company  relied upon Section 4(2) of the  Securities  Act of 1933 in issuing the
shares without registration.

Item 3.    Default Upon Senior Securities:  None.

Item 4.  Submission  of  Matters  to a Vote of  Security  Holders:  At a special
meeting of shareholders on July 6, 1999 shareholders  considered several matters
submitted by Proxy  Statement to shareholders of record as of June 17, 1999. The
matters were: (a) a 1 for 100 reverse split of the common stock, (b) elimination
of paid in  capital  and  deficit  accumulated  prior to  December  31,  1998 (a
"quasi-reorganization"),  (c) election of three  Directors,  and (d) approval to
change  the  name  of  the  Company  upon  completion  of a  reverse  merger  or
acquisition.  All of these  issues  pertained  to  "cleaning  up" the Company to
accommodate  an  acquisition  of an  operating  business.  At the  shareholders'
meeting the Board of Directors,  Robert  Marsik,  Allan  Bergenfield  and Joseph
Rizzo was  re-elected  and the other three matters were  approved.  All of these
issues were  approved by more than a majority of  outstanding  shares.  Now that
these  steps  have  been  taken,   management  will  actively  seek  a  suitable
acquisition partner. There are now approximately 766,715 shares outstanding.

Item 5.  Other  Information:  On March  9,  1999 an  unaffiliated  broker/dealer
obtained clearance from NASD for the common stock of the Company to trade on the
OTC electronic Bulletin Board. The trading symbol PCRF was established.

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

(a)  Exhibits.

     27   Financial Data Schedule.

(b) Reports on Form 8-K. The following reports on Form 8-K were filed during the
second quarter:

     1.   On May 10, 1999 the Company  filed a Report on Form 8-K  advising  the
          agency  that the  Company's  certified  public  accountants,  Harlan &
          Boettger,  LLP, announced that it was resigning as accountants for the
          Company  effective May 3, 1999.  Management  was informed at that time
          that  Harlan &  Boettger  was  resigning  because  of  changes  in its
          business strategy, not as a result of any dispute or disagreement with
          the Company.

     2.   On July 8, 1999 the Company  filed a Report on Form 8-K  advising  the
          agency that Shareholders had approved a 1 for 100 reverse split of the
          common  stock and a  quasi-reorganization  to  eliminate  its  paid-in
          capital  and the deficit  incurred  prior to December  31,  1998.  The
          Company had 76,659,919 common shares  outstanding prior to the reverse
          split and  approximately  766,660 common shares issued and outstanding
          following the reverse split.


                                        7
<PAGE>

                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the  undersigned,  thereunto duly authorized this 25th day of October,
1999.

PROCARE INDUSTRIES, LTD.
(Registrant)


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

                                     *******





















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