SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)

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

For the quarterly period ended:   March 31, 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 March 31, 1999,  there
were approximately 76,659,919 common shares outstanding.

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


                                        1
<PAGE>


                        1. PART 1 - FINANCIAL INFORMATION

Item  1.  Financial statements
<TABLE>
<CAPTION>

                             PROCARE INDISTRIES, LTD

                                  BALANCE SHEET



                                                    March 31,        March 31,
                                                       1999             1998
                                                    ---------       -----------
                                                   (Unaudited)      (Unaudited)


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

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

LIABILITIES ...................................   $     -0-        $     -0-
                                                   -----------      -----------

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

      TOTAL LIABILITIES .......................   $     -0-        $     -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 shares issued
    and outstanding ...........................   $ 3,175,795      $ 3,175,795
   Additional paid-in capital .................   $ 1,215,028      $ 1,215,028
   Accumulated deficit ........................  ($ 4,394,823)    ($ 4,390,823)
                                                   -----------      -----------

      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>

<TABLE>
<CAPTION>
                            PROCARE INDUSTRIES, LTD.

                             STATEMENT OF OPERATIONS
                                  (UNAUDITIED)

   For the three months ended March 31, 1999 and March 31, 1998, respectively


                                                         3-31-99           3-31-98
                                                         -------           -------

<S>                                                  <C>               <C>
NET SALES ..................................         $       -0-       $       -0-

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


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


OPERATING EXPENSES
        General and Administrative .........         $       -0-       $       -0-

TOTAL OPERATING EXPENSES ...................         $       -0-       $       -0-


NET INCOME ON OPERATIONS
    BEFORE INCOME TAXES ....................         $       -0-       $       -0-

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


NET INCOME .................................         $       -0-       $       -0-
                                                       -----------      -----------


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

</TABLE>








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

                                        3


<PAGE>

<TABLE>
<CAPTION>
                            PROCARE INDUSTRIES, LTD.


                             STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

   For the three months ended March 31, 1999 and March 31, 1998, respectively.

                                                           1999            1998
                                                           ----            ----

<S>                                                    <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net loss ..................................      $      -0-      $      -0-

NET CASH USED IN OPERATING ACTIVITIES ...........      $      -0-      $      -0-

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

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

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

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

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

</TABLE>
















                                        4

<PAGE>


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

PART I

Note 1.  Basis of Presentation:

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information. They do not include all information and notes required by
generally  accepted  accounting  principles for complete  financial  statements.
However,  except as disclosed  herein,  there has been no material change in the
information disclosed in the notes to consolidated financial statements included
in the Annual  Report on Form 10-KSB of ProCare  Industries,  Ltd. (the Company)
for the year  ended  December  31,  1998.  In the  opinion  of  management,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair  presentation  have  been  included.  Operating  results  for  the  periods
presented are not necessarily indicative of the results that may be expected for
the full year.

Note 2. The Company was incorporated  under the laws of the State of Colorado on
December 30, 1883 and became a publicly  traded  company on the NASDAQ market in
1984. In September 1988 the Company filed a Chapter 11 bankruptcy petition.  The
bankruptcy  petition  was  dismissed  in March 1990 when the  secured  creditors
rejected the Plan of  Reorganization  submitted by  management.  All assets were
thereafter  liquidated for the benefit of the secured  creditors and the Company
discontinued business operations.

Note 3. Management  believes all liabilities which existed in February 1990 were
discharged through the liquidation  process or through the statute of limitation
on commercial credit obligations.

Note 4. Registrant has not declared or paid dividends on its common shares since
inception.

Note 5. Income taxes have not been  provided for in that  registrant  has had no
income tax liabilities since inception.

Note 6. The Company had no  operations  from 1990 through  March 31,  1999.  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 be  through a
"reverse  merger" process  whereby the "owners" of the acquired  company acquire
controlling  voting stock and  management of the Company and replace the present
board of directors.


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations.

Results of Operations :   ( See note 5 above ).

Liquidity  and  Capital  Resources  : The  Company  presently  has no  source of
liquidity or capital.  Minimal  operating  expenses,  if any, are expected to be
advanced by the Company's  President,  subject to reimbursement in the future if
the Company achieves sufficient liquidity.



                                        5

<PAGE>


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



Year 2000  Concerns.  Since the Company has had no operations  from 1990 through
1998 there are no historical records currently  maintained on computer files and
the  Company  currently  owns no  computer  systems.  Therefore,  the year  2000
concerns that may impact other businesses  should have minimal to zero impact on
the Company.  However,  the year 2000 concern may have an impact on any business
the Company may acquire in the future and  management  intends to research  this
issue  as  part of it's  "due  diligence"  related  to a  potential  acquisition
candidate.

PART II  -  OTHER INFORMATION

Item 1.  Litigation  : There is no  pending  litigation  which  the  Company  is
presently a party to and  management  in not aware of any  litigation  which may
arise in the future.

Item 2.    Change in Securities :

(a)      Not applicable.

(b)      Not applicable.

(c) Unregistered  securities.  In November 1998, the Board of Directors approved
the  issuance of  40,000,000  shares of it's common  stock,  which had no market
value,  to the three  directors  of the  Company  for  approximately  $ 4,000 in
expenses  advanced  on  behalf  of the  Company  and for  services  provided  in
connection with reactivation of the Company and  reestablishing the Company as a
Colorado  corporation in good standing.  The share  certificates  were issued on
January 29, 1999 as follows:  36,000,000 shares to Robert Marsik,  and 2,000,000
shares each to Allan  Bergenfield  and Joseph  Rizzo.  The  Company  relied upon
Section 4(2) of the Securities Act of 1933, as amended, in claiming an exemption
from  the  registration  requirements  of  the  Securities  Act in  issuing  the
securities.  Following this issuance, there were 76,659,919 common shares issued
and outstanding.

(d)      Not applicable.

Item 3.    Default Upon Senior Securities :   None.

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

Item 5. Other Information : On March 9, 1999 the Company obtained clearance from
NASD for the common stock of the Company to be listed on the NASD Bulletin Board
under the trading  symbol PCRF.  The common stock will trade on the OTC Bulletin
Board as a fully reporting company.

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

(a)      The following exhibits are filed with this report:

         3(i)     Articles of Incorporation and Amendments thereto
         3(ii)    Bylaws
         27       Financial Data Schedule

(b) There were no reports on Form 8-K filed  during the quarter  ended March 31,
1999.


                                       6
<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 3rdh day of May, 1999.

PROCARE INDUSTRIES, LTD.
(Registrant)


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




























                                        7

<PAGE>

                                 EXHIBIT INDEX

Exhibit No.         Document                                          Page No.
----------          --------                                          -------

  3(i)              Articles of Incorporation and Amendments thereto     9
  3(ii)             Bylaws
  27                Financial Data Schedule