To the extent that we make any forward-looking statements in the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in this Quarterly Report, we emphasize that forward-looking statements involve risks and uncertainties and our actual results may differ materially from those expressed or implied by our forward-looking statements. All forward-looking statements in this Quarterly Report reflect our current views about future events and are based on assumptions and are subject to risks and uncertainties. Except as required by applicable law, including the securities laws of the United States, we do not intend to update or revise any forward-looking statements, which forward-looking statements may include, but not be limited to, statements about our plans, objectives, expectations, intentions and assumptions and other statements that are not historical facts. Generally, forward-looking statements include phrases with words such as  "expect", "anticipate", "intend", "plan", "believe", "seek", "estimate" and similar expressions to identify forward-looking statements.

This Quarterly Report contains reference to our intent to explore and pursue new business opportunities. Any plan to pursue new business opportunities may involve certain estimates and plans related to us, which assumes certain events, trends and activities will occur and the projected information based on those assumptions. We do not know that any assumptions that we may make will be accurate. In particular, we do not know and cannot predict with any degree of certainty the growth in any business or industry in which we may seek to operate. If our assumptions are wrong about any events, trends and activities, and specifically about which business opportunity to pursue, if any, and because of our limited resources, then our efforts regarding and new business opportunity may also be wrong.

As used in this Quarterly Report, the terms "we", "us", "our" and the "Company" mean BSD Healthcare Industries, Inc., a Florida corporation. We are filing this Quarterly Report for the nine month period ended September 30, 1999 as one of several Quarterly Reports and an Annual Report that we were required to file under the Exchange Act, but which we failed to file in a timely manner. We are seeking to become current under reporting requirements of the Exchange Act by the filing of this Quarterly Report together with our filing of other past due Quarterly Reports for the periods ended March 31, 2000, June 30, 2000 and September 30, 2000, as well as our Annual Report for the year ended December 31, 1999 which includes our audited financial statements for the years ended December 31, 1999 and 1998.

We are disclosing in this Quarterly Report that for the three months ended September 30, 1999 and following the end of our fiscal year ended December 31, 1999, we have generated no revenues from any business operations.

Please read this Quarterly Report together with our Form 10-SB/12g/A filed November 30, 2000 and our other Quarterly Reports which are being filed for the periods ended March 31, 2000, June 30, 2000 and September 30, 2000 and our Annual Report for the year ended December 31, 1999 referenced above. Reference is made to our Form 10-SB/12g/A  which includes our financial statements for the year ended December 31, 1999 and disclosure under "Description of Business-Risk Factors" in Item 1,  in such registration statement under the Exchange Act.

During the three-month period ended September 30, 1999 we had no business operations. We also had no revenues from continuing operation during this three and nine-month periods ended September 30, 1999. We report a net income of $687,758 or $.35 per share for the three month period ended September 30, 1999, which is the result of the forgiveness of debt by unaffiliated third parties in the amount of $689,910. For the nine month period ended September 30, 1999, we had net income of $148,609 or $.08 per share, which includes the forgiveness of debt of $689,910 and a loss from our discontinued health care operations. During the three and nine month period ended September 30, 1999, our only expenses consisted of $2,152 administrative expenses occurred during the three month ended September 30, 1999. For the same periods of the prior year we had no operating expenses.

At September 30, 1999 we had no current assets compared to current assets of $1,478,575 at December 31, 1998. Our current assets at December 31, 1998 were principally comprised of  accounts receivables of $1,363,310 from an affiliate and to a limited extent to cash and cash equivalents of  $18,171 and other current assets of $20,850. At September 30, 1999 we had non-current assets of $271,875 which consisted solely of available-for-sale securities, compared to non-current assets of $1,796,910 comprised of goodwill of $1,681,577, equipment valued at $90,416 and deferred loan fees of $24,917 at December 31, 1998. We had no liabilities at September 30, 1999 compared to $3,142,844 at  December 31, 1998. Our liabilities on December 31, 1998 consisted of $1,842,853 current liabilities and 1,299,991 long-term liabilities. This decrease is mainly due to the debt reduction as a result of the disposal of our health care business and cessation of operations, which occurred during the quarter ended September 30, 1999.

We had no new borrowings or any other source of funding during the period ended September 30, 1999.

At September 30, 1999 we had retained earnings of $111,257 compared to an accumulated deficit of $37,352 at December 31, 1998.

We have not identified any source of continued funding and have no ongoing operations. There can be no assurance that we will be able to fund any continuing expenses  unless and until we find and negotiate a new business opportunity, if ever.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.Item 2. Changes in Security

The Company did not sell any unregistered securities during the three month period ended September 30, 1999.

Item 3. Default Upon Senior Securities

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

None.

We are filing this Quarterly Report for the three-month period ended September 30, 1999. However, as discussed under Part I, Item 2 "Management's Plan of Operation" above, we are also filing our Annual Report for our year ended December 31, 1999 at about the same date as our filing of this Quarterly Report. Our financial statements for the years ended December 31, 1999 and 1998 were audited by Grassano Accounting, P.A. During the two most recent fiscal years, there was a change in independent accountants. The financial statements used in our Registration Statement on Form 10-SB/12/g filed on August 18, 1999 were originally audited by J.H. Cohn, L.L.P., New Jersey, which we understand resigned or declined to stand for re-election. The financial statements used in our amended Registration Statement on Form 10-SB/12g/A filed with the SEC on November 30, 2000 were audited by Grassano Accounting, P.A. There was no adverse opinion, disclaimer of opinion, or was modified as to uncertainty, audit scope or accounting principles. There was no disagreement with the former accountant, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, which would have caused it to make reference to the subject matter of the disagreement(s) in connection with its reports. Further, the decision to change accountants was recommended by our board of directors, and was the result of our cessation of business operations and change in control.

During the quarter ended September 30, 1999 we did not file any Reports on Form 8-K.

In accordance with Section 13 or 15(d) of the Exchange Act, the small business issuer has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.