METEOR INDUSTRIES INC
10-Q, 1996-11-14
AUTO & HOME SUPPLY STORES
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                 U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                FORM 10-Q

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

               For the quarterly period ended September 30, 1996

                     Commission File Number: 0-27968 

                         METEOR INDUSTRIES, INC.
           (Exact Name of Issuer as Specified in its Charter)

           COLORADO                                   84-1236619         
(State or Other Jurisdiction of        (I.R.S. Employer Identification Number)
 Incorporation or Organization)

                     216 SIXTEENTH STREET, SUITE 730
                         DENVER, COLORADO  80202
                 (Address of Principal Executive Offices)

                             (303) 572-1137              
                    (Registrant's Telephone Number,
                          Including Area Code)

Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.

                          Yes X         No___

There were 3,294,903 shares of the Registrant's $.001 par value common stock
outstanding as of September 30, 1996.
<PAGE>
                          METEOR INDUSTRIES, INC.
                        CONSOLIDATED BALANCE SHEET

                                       September 30, 1996    December 31,
                                            (Unaudited)         1995
                               ASSETS
Current assets
 Cash and cash equivalents                $   407,005      $    95,150
 Restricted Cash                              783,971          541,964
 Accounts receivable-trade, net
  of allowance                              5,243,993        4,232,071
 Notes receivable                              54,462          156,962
 Inventory                                  1,311,903        1,332,642
 Deferred tax asset                           100,420          149,824
 Other current assets                         122,801          151,103
     Total current assets                   8,024,555        6,659,716

 Property, plant and equipment, net         8,580,281        8,568,392
 
Other assets
 Notes receivable, related party            2,279,818        2,202,210
 Investments in closely held businesses       796,155          409,141
 Other assets                                 919,355          661,737
     Total other assets                     3,995,328        3,273,088

         TOTAL ASSETS                     $20,600,164      $18,501,196 

                   LIABILITIES AND SHAREHOLDERS' EQUITY 

Current liabilities
 Accounts payable, trade                  $ 3,319,275      $ 2,870,045
 Bank overdraft                                    --           71,657
 Current portion, long-term debt              576,823          561,048
 Accrued expenses                             255,316          196,909 
 Taxes payable                              1,439,000          898,102
 Revolving credit facility                  1,855,363        2,275,512
    Total current liabilities               7,446,377        6,873,273      

Long-term debt                              2,402,813        2,194,773
Deferred tax liability                      1,773,240        1,893,579
Minority interest in subsidiary             3,996,346        3,615,398
     Total liabilities                     15,618,776       14,577,023

Shareholders' equity 
 Common stock, $.001 par value;
  authorized 10,000,000 shares,
  3,294,903 shares issued and
  outstanding                                   3,295            3,025
 Paid-in capital                            3,215,538        2,508,813      
 Retained earnings                          1,762,555        1,412,335
    Total shareholders' equity              4,981,388        3,924,173
 
        Total liabilities and share-
          Holders' equity                 $20,600,164      $18,501,196

The accompanying notes are an integral part of the financial statements.
 
                                   -2-
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                           METEOR INDUSTRIES, INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
           For the Three Months Ended September 30, 1996 and 1995
                                (UNAUDITED)                       
                                                        
                                       September 30, September 30,
                                            1996         1995  
     
     Net sales                          $16,152,325  $   290,528 
     Cost of sales                       13,474,885           -- 
     
          Gross profit                    2,677,440      290,528 
     
     Selling, general and adminis-
      trative expenses                    2,043,903      295,963 
     Depreciation                           209,937       15,000
     
          Total expenses                  2,253,840      310,963
     
     Income (loss) from operations          423,600      (20,435)
     
     Other income and (expenses)
      Interest income                        94,256           --
      Interest expense                     (126,337)          --
      Gain (loss) on sale of assets          (2,500)          -- 
     
          Total other income                (34,581)          -- 
                               
     Income (loss) before income taxes
      and minority interest                 389,019      (20,435)
                     
     Provision for income taxes             151,718           --
     
     Income (loss) from continuing oper-
      ations before minority interest       237,301      (20,435)
     
     Minority interest                       95,316           --
     
     Income (loss) from continuing
      operations                            141,985      (20,435)
     
     Discontinued operations:
      Income from discontinued
        operations                               --      162,236 
      Gain and disposal of discontinued
        operations                               --    1,426,395
     
          Net income (loss)              $  141,985  $ 1,568,196
     
     Income (loss) per common share
      from continuing operations         $      .04  $      (.01)
      
     Net income per common share         $      .04  $       .90
     
     The accompanying notes are an integral part of the financial statements.

                                     -3-
<PAGE>
                         METEOR INDUSTRIES, INC.
                  CONSOLIDATED STATEMENTS OF OPERATIONS
          For the Nine Months Ended September 30, 1996 and 1995
                              (UNAUDITED)
                                                    
                                      September 30, September 30,
                                          1996          1995
     
     Net sales                          $45,530,883   $724,417
     Cost of sales                       37,735,245         --  
     
          Gross profit                    7,795,638    724,417 
     
     Selling, general and adminis-
      trative expenses                    6,042,709    777,726 
     Depreciation                           643,515     30,000  
     
          Total expenses                  6,686,224    807,726
     
     Income (loss) from operations        1,109,414    (83,309)
     
     Other income and (expenses)
      Interest income                       281,170         -- 
      Interest expense                     (376,290)        --
      Gain (loss) on sale of assets          28,605         --
     
          Total other income                (66,515)        -- 
     
     Income (loss) before income taxes
      and minority interest               1,042,899    (83,309)
     
     Provision for income taxes             406,731         --
     
     Income (loss) from continuing oper-
      ations before minority interest       636,168    (83,309)
     
     Minority interest                      285,948         --  
     
     Income (loss) from continuing
      operations                            350,220    (83,309)
     
     Discontinued operations:
      Income from discontinued operations        --    395,222
     Gain on disposal of discontinued
      operations                                 --  1,426,395
     
          Net income (loss)              $  350,220 $1,738,308
     
     Income (loss) per common share
      from continuing operations         $      .11   $   (.05)
       
      
     Net income per common share         $      .11   $   1.00
     
The accompanying notes are an integral part of the financial statements.

                                   -4-
<PAGE>
                         METEOR INDUSTRIES, INC.
                   CONSOLIDATED STATEMENT OF CASH FLOWS
            For the Nine Months Ended September 30, 1996 and 1995
                               (UNAUDITED)

                                                September 30, September 30,
                                                    1996           1995

Cash flows from operating activities
 Net income (loss)                               $ 350,220     $1,738,308 
 Adjustments to reconcile net income
  to net cash provided by operating 
  activities:
   Depreciation and amortization                   643,515         30,000
   Gain (loss) on disposal of property
    & equipment                                    (28,605)            -- 
   Deferred income taxes                           (70,935)            --
   Minority interest                               285,948             --
   Changes in assets and liabilities, net of
    effects from reverse acquisition
   (Increase) decrease in accounts receivable   (1,011,922)       (51,113)
   (Increase) in inventories                        20,739             -- 
   (Increase) decrease in other current assets      28,302            776
   Increase in accounts payable                    449,230         79,401
   Increase (decrease) in accrued liabilities       58,407             --
   Increase (decrease) in  taxes payable           541,498             --
   (Increase) in other assets                     (257,618)            --
   Discontinued operations                              --     (1,821,617)

Net cash provided by operating activities        1,008,779        (24,245)

Cash flows from investing activities
   Purchases of property, equipment and
    investment                                    (918,813)        (2,624)

Net cash used by investing activities             (918,813)        (2,624)

Cash flows from financing activities
  Payments on revolving credit facilities         (420,149)            --
  Decrease in bank overdraft                       (71,657)            -- 
  Note receivable payments                          24,892             --
  Payments on long-term debt                      (299,440)            --
  Borrowings                                       523,255             --
  Restricted cash                                 (242,007)            --
  Sale of Stock                                    706,995             --

Net cash provided by financing activities          221,889             -- 
 
Net increase in cash and equivalents               311,855        (26,869)

Cash and equivalents, beginning of period           95,150          1,277 
 
Cash and equivalents, end of period             $  407,005       $(25,592) 

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

                                   -5-
<PAGE>
                         METEOR INDUSTRIES, INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 1996

NOTE 1 -- BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
   
Meteor Industries, Inc. ("Meteor" or "Company") was incorporated on December
22, 1992, as a Colorado based holding company.  Graves Oil & Butane Co., Inc.
("Graves"), which was acquired effective September 1, 1993, is a distributor
of petroleum products primarily in northern New Mexico, Colorado, Arizona and
Utah.  Graves also operates gasoline and convenience stores in northern New
Mexico and Colorado.  El Boracho, Inc., which was acquired September 1, 1993,
holds a liquor license for use by an Albuquerque, New Mexico convenience
store.  Hillger Oil Company ("Hillger"), which was acquired effective April 1,
1995, is a distributor of petroleum products primarily in southern New Mexico. 
In addition, Hillger operates gasoline and convenience stores in southern New
Mexico.  Capco Resources, Inc. ("CRI"), is a holding Company which owns an
equity in Saba Power Company Ltd. ("Saba Power") which is  involved in
developing  a power project in Pakistan, and Capco Analytical Services, Inc.
("CAS") which is involved in providing environmental consulting and laboratory
analysis in California, both were acquired in November 1995.  The acquisition
of CRI was accounted for as a reverse acquisition with CRI treated as the
acquirer.  The historical accounts of CRI are reflected in the financial
statements for the previous year. 
 
The consolidated financial statements include the accounts of Meteor
Industries, Inc., and its wholly owned subsidiaries, Graves, (including its
wholly owned subsidiary, El Boracho, Inc.) Hillger, CRI and CAS.  All
significant intercompany transactions and balances have been eliminated in
consolidation.

These financial statements have been prepared in accordance with generally
accepted accounting principles for interim financial information. 
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements. 
In the opinion of management, such interim statements reflect all adjustments
(consisting of normal recurring accruals) necessary to present fairly the
financial position and the results of operations and cash flows for the
interim periods presented.  The results of operations for these interim
periods are not necessarily indicative of the results to be expected for the
full year.  These financial statements should be read in conjunction with the
audited consolidated financial statements and footnotes for the year ended
December 31, 1995, filed with the Company's Form 10.
    
Earnings per common and common equivalent share are computed by dividing the
net income by the weighted average number of common shares.  The number of
shares used in the earnings per share computation for the three months ended
September 30, 1996, is 3,294,903; for the nine months ended September 30,
1996, is 3,144,903; and for the three and nine month periods ended September
30, 1995 is 1,745,000.  The number of shares reflects Meteor's share activity
during 1996 and CRI's equivalent share activity during 1995. 

                                   -6-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FOR METEOR INDUSTRIES, INC.

LIQUIDITY AND CAPITAL RESOURCES

Effective November 2, 1995, Meteor acquired CRI.  The acquisition was treated
as a reverse acquisition of Meteor by CRI.  Accordingly, the historical
accounts of CRI are reflected in the financial statements, so comparisons with
prior year are not very meaningful.

Net cash provided by operating activities totaled $1,009,000 for the nine
months ended September 30, 1996 compared to a use of funds of $24,000 for the
nine months ended September 30, 1995.  The increase in cash provided is
primarily related to increases in net income from continuing operations before
depreciation.

As of September 30, 1996, the Company had  working capital of $578,000
compared to a working capital deficit of $214,000 at December 31, 1995.  The
increase in the working capital is due primarily to sale of stock  yielding
net proceeds of $707,000.

Net cash used by investing activities totaled $919,000 for the nine months
ended September 30, 1996, compared to a use of $3,000 for the nine months
ended September 30, 1995.  The increase is for property and equipment
purchases and investments in 1996.

Because of the Company's continued expansion and development efforts, the
Company's liquidity requirements have increased and are expected to continue
to increase as a result of the need to reduce the Company's existing debt
related to prior acquisitions.

Net cash provided by financing activities totaled $222,000 for the nine months
ended September 30, 1996 compared to a use of $0 for the nine months ended
September 30, 1995.  The provision is primarily related to sale of stock and
borrowings related to property purchases net of payments on all debt.

The Company has two revolving bank credit facilities with Norwest Business
Credit, Inc. - one for $3,000,000 and one for $1,500,000.  The credit lines
are subject to the borrowing base of the Company's subsidiaries, as defined
and on September 30, 1996, $1,549,000 and $307,000 were borrowed against the
facilities.  The Company has been in default on timely filing of information
with the lender.  Rather than change the due dates of various reports, the
lender has given written waivers of this requirement in the past and has
indicated they will probably continue to waive it in the future whenever the
Company might be late in filing such information.  The Company has filed such
information in a timely manner during the past several months, but because of
very short time requirements the Company may not be able to file timely in the
future.

The Company has a term loan with a New Mexico bank which is due in January,
1998 and a term loan with Norwest Business Credit, Inc which is due in
September, 1998.  The balances at September 30, 1996, were $263,000 and
$219,000, respectively.  The loans are collateralized by real estate and
buildings and equipment and require approximately $29,000 per month in
payments.

The Company owns 50% of a limited liability company which in June, 1996,
acquired a convenience store using financing from Phillips 66. The Company is

                               -7-
<PAGE>
a co-signer on this loan which has a term of 10 years.  The balance at
September 30, 1996, is $515,000.

A subsidiary of the Company has preferred stock outstanding which requires no
periodic payments but accrues an 8% dividend and must be redeemed for
$3,543,500 plus accrued dividends at the holders request any time after
September 15, 2000 unless earlier converted into common stock pursuant to its
terms.  This preferred stock is treated as a minority interest on the balance
sheet and recorded at its discounted value.

The Company owes the founder of one of its subsidiaries $1,868,000 payable in
semi-annual installments of $200,000 which includes principal and interest
calculated at 2 percentage points in excess of Citibank's prime rate.  All
previously unpaid principal and interest is due October 1, 1997.  It is
anticipated that $435,000 will be offset by payments on notes receivable from
the founder also due October 1, 1997.

The Company is obligated to pay lease costs of approximately $61,000 monthly
for land, building, facilities, and equipment. 

In order to pay its obligations, the interest on such obligations and other
expenses, the Company must generate cash flows from operations which exceeds
that which has been achieved in the past.  In addition, even if historical
cash flow is exceeded throughout the terms of its obligations, the Company
will probably be required to raise capital or refinance its existing debt in
order to pay its obligations as they become due. 
     
In June 1996, the Company reaffirmed a Letter of Intent with an underwriter
concerning a proposed second public offering of the Company's Common Stock. 
Under the terms of the Letter of Intent, the proposed offering would be for at
least $2 million on a "firm commitment" basis.  Such offering is expected to
occur during the fourth quarter of 1996 or the first quarter of 1997, subject
to a number of contingencies including a registration statement filed with the
Securities and Exchange Commission becoming effective.

The Company utilizes underground tanks at various locations to store petroleum
products and is therefore subject to various federal and state statutes
concerning environmental protection, as well as the New Mexico Ground Water
Protection Act.  The various federal and state statutes are designed  to
identify environmental damage, identify hazardous material and/or operations,
regulate operations engaged in hazardous activities, and establish procedures
for remedial action as necessary. 

The state of New Mexico has recognized the potential cleanup costs resulting
from regulations, and the New Mexico Ground Water Protection Act has included
the establishment of a corrective action fund.  The purpose of the fund is to
provide monetary assistance in both assessing site damage and correcting the
damage where such costs are in excess of $10,000.  Assistance is not available
to repair or replace underground tanks or equipment.  The law specifies
requirements which must have been met for an applicant to be eligible,
including a provision that payments will be made in accordance with
regulations (which have not yet been issued), and states that payment from the
corrective action fund are limited to amounts in that fund.   The Company is
responsible for any contamination of land it owns or leases; however, the
Company's responsibilities may be limited as a result of possible claims for
reimbursement from third parties.

                               -8-
<PAGE>
The Company maintains detailed inventory records and performs tank and line
tightness tests on a regular basis on all underground storage tanks. 
Management has assessed the environmental contingencies and does not
anticipate any potential liabilities that will have a material adverse effect
on the consolidated financial position, results of operation, or liquidating
of the Company.

As of September 30, 1996, the Company has invested $653,000 in the Pakistan
Power Project.  Due to the changing political climate in Pakistan and the
economic risks involved, the Company plans to take a smaller interest in the
project than originally contemplated and in the event the project is never
completed would have to write off its entire investment.

The Pakistan Power Project will not provide any significant cash flow in the
form of dividends to the Company for approximately three to four years even if
completed in a reasonably timely manner.  The Project Development and
Shareholder's Agreement (the agreement among the equity partners of Saba
Power) as amended on March 30, 1996 allows CRI to make approximately a
$2,000,000 equity investment in the Saba Power Project in exchange for
approximately an 8% interest in Saba Power.  In addition, CRI has an option
(the "Project Option") to increase its interest in Saba Power up to a total of
23%.  If the Company chooses to fully exercise such Project Option, it will
have to invest approximately $7,500,000 plus "interest" accruing at 14% per
annum during the period in which the Project Option remains unexercised.  CRI
can take advantage of this Project Option to a lesser degree by making a
proportionately smaller equity investment.  The Project Option expires on
March 30, 1997.

On August 1, 1996, CRI entered into an agreement with Saba Petroleum Company
("Saba") whereby Saba, a related party, is participating with CRI in the power
project.  Saba has agreed to invest $500,000 in the Project for approximately
a 2% interest.  Saba has no interest in the Project Option.  As a result of
the above described agreements CRI may invest up to $1,500,000 for
approximately a 6% interest in Saba Power and CRI may obtain an option to
increase its interest.  Because the project costs are not fixed, CRI's
interest will change based on any change in the total project costs.

Meteor is providing CRI with the necessary funds for its share of the Saba
Power equity commitment from the proceeds of a private placement of Meteor's
Common Stock completed in June 1996 and expects the partial collection (at
least $500,000) of its note receivable from Saba Petroleum Company.  CRI has a
commitment outstanding for $75,000 as a finders fee to an unaffilated party
and relating to the project, of which one half is expected to be reimbursed by
one of the other shareholders of Saba Power.

On July 14, 1996, the Government of Pakistan gave notice to Saba Power that
Saba Power was in default of certain provisions in the Implementation
Agreement which required construction of the power project to start by July 3,
1996.  The Implementation Agreement and the notice states that Saba Power has
90 days from the date of the notice to cure such default.  In October of 1996
Saba Power requested and received from the Government of Pakistan a written
extension of time to cure the default.  The time period was extended until
November 11, 1996, which was further extended due to government changes in
Pakistan to November 22, 1996.

In early August 1996, Saba Power and the shareholders thereof completed the
final negotiations with the project's construction lender.  On August 20,
1996, the Engineering Procurement and Construction Contractor for Saba Power
was given a limited release to commence construction activities on the
                               -9-
<PAGE>
project, which was subsequently suspended.  When: 1) all required equity
capital is fully subscribed and paid by the partners; 2) when a $1,000,000
documentation fee is paid to the Government of Pakistan; 3) when the
construction contractor is given a full release; and 4) when certain consents
are obtained from the Government of Pakistan, which consents relate to the
construction loan documents, the default would then be cured.  There can be no
assurance that all such requirements wil be fulfilled prior to the November
22, 1996 deadline.

RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 1996 TO SEPTEMBER 30, 1995

The Company is primarily engaged in the business of marketing and distributing
refined petroleum and related products employing wholesale, convenience store
operations and environmental services.

The following discussion includes references to pro forma operations for the
quarter ended September 30, 1995.  The pro forma information is a combination
of the operations of Meteor for the quarter ended August 31, 1995, and the
operations of CRI and CAS for the three months ended September 30, 1995. 

The Company's sales for the three months ended September 30, 1996, were
$16,152,000 compared to $291,000 for the comparable period ending September
30, 1995 and $14,985,000 on a pro forma basis.  The increase in revenues is
due to increases in volumes and prices. Sales are expected to be relatively
constant throughout the remainder of the year.

The Company's cost of sales for the three months ended September 30, 1996,
were $13,475,000 compared to $0 for the comparable period ended September 30,
1995, and $12,232,000 on a pro forma basis.  The increase in costs of sales on
a pro forma basis is due to an increase in sales as discussed above.

The Company's gross profit for the three months ended September 30, 1996, was
$2,677,000 compared to $291,000 for the comparable period ended September 30,
1995 and $2,753,000 on a pro forma basis.  The decrease in gross profit on a
pro forma basis is primarily related to higher sales but decreased margins for
gasoline at the retail level.  Retail gasoline margins are dictated by
competition in a given area and the Company has no control over such margins.

The Company's selling, general and administrative expenses were $2,044,000 for
the three months ended September 30, 1996, compared to $296,000 for the three
months ended September 30, 1995 and $2,435,000 on a pro forma basis.  The
reduction in expenses on a pro forma basis is related to combining the
operations of Hillger and Graves and realizing the benefits of overhead
reduction and reduction of certain operating costs.

The Company's depreciation for the three months ended September 30, 1996, was
$210,000 compared to $15,000 for the comparable period ended September 30,
1995 and $196,000 on a pro forma basis.  The increase in depreciation expense
is due primarily to property acquisitions. 
 
The Company's other income for the three months ended September 30, 1996 was
($35,000) compared to $0 for the comparable period ended September 30, 1995
and ($98,000) on a pro forma basis.  The reasons for the decrease on a pro
forma basis are primarily related to an increase in interest income of $53,000
related to the notes receivable, a reduction in interest expense of $19,000

                               -10-
<PAGE>
due to a reduction in long term debt, and a decrease of $9,000 due to fewer
sales of assets this quarter.

The Company's income from continuing operations for the three months ended
September 30, 1996 was $142,000 compared to a loss from continuing operations
of $20,000 in the prior year and a loss of $4,000 on a pro forma basis. 

COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1996 TO SEPTEMBER 30, 1995

The Company is primarily engaged in the business of marketing and distributing
refined petroleum and related products employing wholesale, convenience store
operations and environmental services.

The following discussion includes references to pro forma operations for the
nine months ended September 30, 1995.  The pro forma information is a
combination of the operations of Meteor for the nine months ended August 31,
1995, the operations of Hillger for the three months ended March 31, 1995, and
the operations of CRI and CAS for the nine months ended September 30, 1995. 
     
The Company's sales for the nine months ended September 30, 1996, were
$45,531,000 compared to $724,000 for the comparable period ending September
30, 1995 and $44,001,000 on a pro forma basis.  The increase in revenues is
due to increases in volumes and prices. Sales are expected to be relatively
constant throughout the remainder of the year.

The Company's cost of sales for the nine months ended September 30, 1996, were
$37,735,000 compared to $0 for the comparable period ended September 30, 1995,
and $36,384,000 on a pro forma basis.  The increase in costs of sales on a pro
forma basis is due to an increase in sales as discussed above.

The Company's gross profit for the nine months ended September 30, 1996, was
$7,796,000 compared to $724,000 for the comparable period ended September 30,
1995 and $7,617,000 on a pro forma basis.  The increase in gross profits on a
prof forma basis is primarily related to higher sales and increased margins
for gasoline at the retail level.  Retail gasoline margins are dictated by
competition in a given area and the Company has no control over such margins.

The Company's selling, general and administrative expenses were $6,043,000 for
the nine months ended September 30, 1996, compared to $778,000 for the
comparable period ended September 30, 1995 and $7,251,000 on a pro forma
basis.  The reduction in expenses on a pro forma basis is related to combining
the operations of Hillger and Graves and realizing the benefits of overhead
reduction and reduction of certain operating costs.

The Company's depreciation for the nine months ended September 30, 1996, was
$644,000 compared to $30,000 for the comparable period ended September 30,
1995 and $516,000 on a pro forma basis.  The increase in depreciation expense
is due primarily to property acquisitions. 

The Company's other income for the nine months ended September 30, 1996 was
($67,000) compared to $0 for the comparable period ended September 30, 1995
and $40,000 on a pro forma basis.  The reasons for the decrease on a pro forma
basis are primarily related to an increase in interest income of $96,000
related to the notes receivable, a reduction in interest expense of $51,000
due to a reduction in long term debt, and a decrease of $254,000 due to fewer
sales of assets this quarter.

                               -11-
<PAGE>
The Company's provision for income taxes for the nine months ended September
30, 1996, was $407,000 compared to $0 for the comparable period ended
September 30, 1995, and ($211,000) on a pro forma basis.  The reasons for the
increase is due to income from continuing operation this period compared to a
loss for the comparable period last year.

The Company's income from continuing operations for the nine months ended
September 30, 1996 was $350,000 compared to a loss from continuing operations
of $83,000 in the prior year and a loss of $281,000 on a pro forma basis.

                   PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

          None.

Item 2.   Changes in Securities.

          None.

Item 3.   Defaults 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 on Form 8-K.

          (a) Exhibits.

              EXHIBIT NO.          DESCRIPTION          LOCATION

                  27       Financial Data Schedule     Filed herewith
                                                       electronically

          (b) Reports on Form 8-K.

              None.

                                   -12-
<PAGE>
                                SIGNATURES                               

In accordance with the requirements of the Exchange Act, the Issuer caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    METEOR INDUSTRIES, INC.

                                    By /s/ Dennis R. Staal
                                       Dennis R. Staal, Treasurer(Chief
                                       Financial and Accounting Officer)
Dated: November 13, 1996

                              -13-
<PAGE>
                                 EXHIBIT INDEX
EXHIBIT                                              METHOD OF FILING
- -------                                        -----------------------------
  27.    FINANCIAL DATA SCHEDULE               Filed herewith electronically

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheets and consolidated statements of operations found on
pages 3, 4 and 5 of the Company's Form 10-Q for the year to date, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1996
<CASH>                                       1,190,976
<SECURITIES>                                         0
<RECEIVABLES>                                5,298,455
<ALLOWANCES>                                         0
<INVENTORY>                                  1,311,903
<CURRENT-ASSETS>                             8,024,555
<PP&E>                                       8,580,281
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              20,600,164
<CURRENT-LIABILITIES>                        7,446,377
<BONDS>                                              0
<COMMON>                                         3,295
                                0
                                          0
<OTHER-SE>                                   4,978,093
<TOTAL-LIABILITY-AND-EQUITY>                20,600,164
<SALES>                                     45,530,883
<TOTAL-REVENUES>                            45,530,883
<CGS>                                       37,735,245
<TOTAL-COSTS>                               37,735,245
<OTHER-EXPENSES>                             6,042,709
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             376,290
<INCOME-PRETAX>                              1,042,899
<INCOME-TAX>                                   406,731
<INCOME-CONTINUING>                            350,220
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   350,220
<EPS-PRIMARY>                                      .11
<EPS-DILUTED>                                      .11

</TABLE>


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