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:   September 30, 1998

                                       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 [ ] No [X]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date: As of September 30, 1998, there
were approximately 36,659,919 common shares outstanding.

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


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<PAGE>


                        1. PART 1 - FINANCIAL INFORMATION

Item  1.  Financial statements
<TABLE>
<CAPTION>

                             PROCARE INDISTRIES, LTD

                                  BALANCE SHEET



                                                    Sept. 30,       December 31,
                                                       1998             1997
                                                    ---------       -----------
                                                   (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, 74,659,919 shares issued
    and outstanding ...........................   $ 3,175,795      $ 3,175,795
   Additional paid-in capital .................   $ 1,215,028      $ 1,215,028
   Accumulated deficit ........................  ($ 4,390,823)    ($ 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.




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<PAGE>

<TABLE>
<CAPTION>
                            PROCARE INDUSTRIES, LTD.

                             STATEMENT OF OPERATIONS
                                  (UNAUDITIED)

 For the three months ended September 30, 1998, and September 30, 1997, respectively


                                                         9-30-98           9-30-97
                                                         -------           -------

<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 September 30, 1998 and September 30, 1997, respectively.

                                                            1998            1997
                                                            ----            ----

<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

In the opinion of management,  all adjustments  (consisting of normal  recurring
adjustments)  considered  necessary  for a fair  presentation  of the  financial
condition of registrant have been included,  and the disclosures are adequate to
make the information presented not misleading.

Item 1. ProCare  Industries,  Ltd. (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 and subsequently liquidated all company assets in
March  1990  when the  secured  creditors  rejected  the Plan of  Reorganization
submitted by management.

Note 1. 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 2. Registrant has not declared or paid dividends on its common shares since
inception.

Note 3. The accompanying  unaudited  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.

Note 4. Income taxes have not been provided for in that registrant has not had a
tax liability since inception.

Note 5. The Company had no operations from 1990 through  September 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.


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.  Unless  the  Company is able to  establish  a source of
capital  and  liquidity,  it is  unlikely  that  the  Company  will  be  able to
successfully commence operations.

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:  Effective November 10, 1998 the Company issued an
additional  40,000,000  shares of its common stock to three members of the Board
of Directors for costs incurred by those Directors in "cleaning up" the Company,
making  required  filings with  Colorado and the  Internal  Revenue  Service and
submitting the  appropriate  documents to the SEC so that the Company will again
be in compliance with reporting obligations under the Securities Exchange Act of
1934,  as  amended.  Following  this  issuance,  there  were  76,659,919  shares
outstanding.

                                        5

<PAGE>


Item 3. Default Upon Senior Securities: None.

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

Item 5. Other Information: None.

Item 6. Exhibits and Reports of Form 8-K: None.



                                   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 15th day of December,
1998.

PROCARE INDUSTRIES, LTD.
(Registrant)


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




                                                                             























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