METEOR INDUSTRIES INC
S-1/A, 1997-05-27
AUTO & HOME SUPPLY STORES
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<PAGE>
   
As filed with the Securities and Exchange Commission on May 23, 1997
                                           SEC Registration No. 333-12557

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                              AMENDMENT NO. 3 TO
                        FORM S-1 REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
    
                               METEOR INDUSTRIES, INC.
               ------------------------------------------------------
               (Exact Name of Registrant as Specified in its Charter)

      Colorado                        5541                    84-1236619    
- ----------------------    ----------------------------     -------------------
(State or Other Juris-    (Primary Standard Industrial     (IRS Employer Iden-
diction of Incorpora-      Classification Code Number)      tification Number)
tion)

              216 Sixteenth Street, Suite 730, Denver, Colorado 80202
                                  (303) 572-1135
           -------------------------------------------------------------
           (Address, Including Zip Code, and Telephone Number, Including
              Area Code, of Registrant's Principal Executive Offices)

                             Edward J. Names, President
              216 Sixteenth Street, Suite 730, Denver, Colorado 80202
                                  (303) 572-1135
             ---------------------------------------------------------
             (Name, Address and Telephone Number of Agent for Service)


                                  Copies to:
Jon D. Sawyer, Esq.                           William M. Prifti, Esq.
Krys Boyle Freedman Scott & Sawyer, P.C.      Lynnfield Woods Office Park 
600 Seventeenth Street, Suite 2700            220 Broadway, Suite 204
South Tower                                   Lynnfield, Massachusetts 01940
Denver, Colorado  80202                       (617) 593-4525
(303) 893-2300                               

_____________________________________________________________________________

Approximate date of commencement of proposed sale to the public:  As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. _X_

<TABLE>
_____________________________________________________________________________
                            CALCULATION OF REGISTRATION FEE
<CAPTION> 
                                    PROPOSED        PROPOSED
TITLE OF EACH                       MAXIMUM         MAXIMUM
CLASS OF          AMOUNT            OFFERING        AGGREGATE      AMOUNT OF
SECURITIES TO     TO BE             PRICE PER       OFFERING       REGISTRA-
BE REGISTERED     REGISTERED        UNIT<FN1>       PRICE          TION FEE
<S>               <C>               <C>             <C>            <C>
Common Stock,     690,000<FN2>       $4.625<FN3>    $3,191,250     $1,100.43
$.001 Par Value   Shares             Per Share
<PAGE>
Redeemable        690,000<FN4>       $0.10          $   69,000     $   23.79
Warrants          Warrants           Per Warrant
Common Stock,     690,000            $6.0125        $4,148,625     $1,430.56
$.001 Par Value   Shares             Per Share
<FN5>
Underwriter's        --                 --          $      100     $    0.03
Warrants
<FN7>
Common Stock       60,000            $5.78125       $  346,875     $  119.61
$.001 Par Value   Shares             Per Share
<FN8>
Underwriter's      60,000            $0.125         $    7,500     $    2.59
Redeemable        Warrants           Per Warrant
Warrants
<FN8>
Common Stock       60,000            $6.0125        $  365,500     $  126.03
$.001 Par Value   Shares             Per Share
<FN9>
                                           Total    $8,128,850     $2,803.04
                                                                     <FN10>
- -----------------------------------------------------------------------------
<FN>
<FN1>
Estimated solely for the purpose of calculating the registration fee.
<FN2>
Includes 90,000 Shares that may be purchased by Westport Resources Investment
Services, Inc. (the "Underwriter"), in whole or in part, to cover overallotments,
if any.
<FN3>
Estimated based on the average of the closing bid and ask quotations on the OTC
Bulletin Board on September 19, 1996.
<FN4>
Includes 90,000 Warrants that may be purchased by the Underwriter, in whole or
in part, to cover overallotments.
<FN5>
Issuable upon exercise of the Redeemable Warrants.
<FN7>
To be issued to the Underwriter.
<FN8>
Issuable upon exercise of the Underwriter's Warrants.
<FN9>
Issuable upon exercise of Underwriter's Redeemable Warrants.
<FN10>
$2,949.78 was paid at the time of the initial filing.  The total fee shown is
reduced as a result of the elimination of the registration of 92,000 shares of
Common Stock which was to have been sold by selling shareholders.
</FN>
</TABLE>

     Pursuant to Rule 416, there are also being registered such additional 
shares of Common Stock, $.001 par value, as may become issuable in accordance
with the anti-dilution provisions of the Underwriter's Warrants.

     The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
                             METEOR INDUSTRIES, INC. 

     Cross-Reference Sheet pursuant to Item 501(b) of Regulation S-K between
Registration Statement (Form S-1) and Form of Prospectus.

      Item Number and Caption              Heading in Prospectus

 1.   Forepart of the Registration         Outside Front Cover Page;
      Statement and Outside Front          Inside Front Cover Page
      Cover Page of Prospectus

 2.   Inside Front and Outside Back        Inside Front Cover Page; 
      Cover Pages of Prospectus            Outside Back Cover Page

 3.   Summary Information, Risk            Prospectus Summary; Risk
      Factors and Ratio of Earnings        Factors; The Company
      to Fixed Charges

 4.   Use of Proceeds                      Use of Proceeds

 5.   Determination of Offering Price      Description of Securities;
                                           Underwriting

 6.   Dilution                             Not Applicable
 
 7.   Selling Security Holders             Not Applicable
    
 8.   Plan of Distribution                 Outside Front Cover Page;
                                           Underwriting

 9.   Description of the Securities to     Description of Securities
      be Registered

10.   Interest of Named Experts and        Legal Matters
      Counsel

11.   Information With Respect to 
      the Registrant:
         
      (a)  Description of Business         The Company; Business

      (b)  Description of Properties       Business -- Facilities

      (c)  Legal Proceedings               Business - Legal Proceedings

      (d)  Market Price; Dividends and     Price Range of Common Stock;
           Related Stockholder Matters     Dividend Policy; Risk Factors;
                                           Description of Securities

      (e)  Financial Statements            Financial Statements

      (f)  Selected Financial Information  Selected Financial Information

      (g)  Supplementary Financial         Not Applicable
           Information<PAGE>
<PAGE>
      (h)  Management's Discussion and     Management's Discussion and
           Analysis of Financial Condi-    Analysis of Financial Condi-
           tion and Results of Opera-      tion and Results of Operations
           tions

      (i)  Disagreements with Accountants  Not Applicable

      (j)  Directors and Officers          Management

      (k)  Executive Compensation          Management

      (l)  Security Ownership              Security Ownership of Management
                                           and Principal Shareholders

      (m)  Certain Relationships and       Management; Certain Transactions 
           Related Transactions
              
12.   Disclosure of Commission Posi-       Not Applicable
      tion on Indemnification for
      Securities Act Liabilities<PAGE>
<PAGE>
   
                                      SUBJECT TO COMPLETION; DATED MAY 23, 1997
    

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.  THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE.  THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.


                             METEOR INDUSTRIES, INC.

          600,000 Shares of Common Stock and 600,000 Redeemable Warrants

     Meteor Industries, Inc., a Colorado corporation (the "Company"), hereby
offers 600,000 shares of common stock, par value $.001 per share (the "Common
Stock"), and 600,000 redeemable common stock purchase warrants (the "Redeemable
Warrants").  The Common Stock and the Redeemable Warrants offered hereby
(sometimes hereinafter collectively referred to as the "Securities") may be
purchased in this offering only together on the basis of one share of Common
Stock and one Redeemable Warrant.  Each Redeemable Warrant is separately
transferable immediately upon issuance.  Each Redeemable Warrant entitles the
holder to purchase one share of Common Stock at a price of $___ per share (130%
of the Common Stock Offering Price) commencing on the date of this Prospectus
until _______, 1999.  The Redeemable Warrants are redeemable by the Company at
a redemption price of $.10 per Redeemable Warrant at any time commencing 90 days
from the date of this Prospectus on 30 days' prior written notice, provided that
the market price of the Common Stock equals or exceeds $____ per share (150% of
the Common Stock Offering Price) for 10 consecutive trading days ending within
20 days prior to the notice of redemption.  (See "DESCRIPTION OF SECURITIES.")
   
     The Company's Common Stock currently trades on the OTC Bulletin Board under
the symbol "METE", and on May 21, 1997, the closing bid and ask prices of the
Common Stock were $5.125 and $5.625, respectively. (See "PRICE RANGE OF COMMON
STOCK.")  The Common Stock and Redeemable Warrants have been approved for 
listing on the American Stock Exchange ("AMEX") under the proposed symbols 
"MTE" and "MTEW", respectively.  It is currently anticipated that the 
offering price per share will be between $5.00 and $6.00.  The final 
offering price of the Shares will be determined by negotiations between the 
Company and Westport Resources Investment Services, Inc. (the 
"Representative") based upon the then current market price for the Common 
Stock, the Company's financial condition, estimates of its business 
potential, liquidity for the Common Stock, and general market conditions 
immediately preceding the date of this Prospectus.  (See "PRICE RANGE OF 
COMMON STOCK" and "UNDERWRITING.")
    

                               __________________

     THESE ARE SPECULATIVE SECURITIES.  AN INVESTMENT IN THE SECURITIES OFFERED
HEREIN INVOLVES A HIGH DEGREE OF RISK.  SEE "RISK FACTORS."
                               ___________________<PAGE>
<PAGE>
     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES 
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR 
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A 
CRIMINAL OFFENSE.
                               ___________________

<TABLE>
<CAPTION>
                                Price to      Underwriting     Proceeds to
                                Public        Discount<FN1>    Company<FN2>
<S>                            <C>           <C>              <C>
Per Share . . . . . . . . . . . $             $                $
Per Warrant . . . . . . . . . . $0.10         $0.01            $0.09
Total<FN3>. . . . . . . . . . . $             $                $
<FN>
<FN1>
Does not include (i) a non-accountable expense allowance of 3% of the gross
proceeds from this offering amounting to $_______ ($_____ if the Over-allotment
Option is exercised in full) to the Representative, of which $20,000 has been
paid as of the date of this Prospectus, and (ii) the sale to the Representative
by the Company of a warrant (the "Representative's Warrants") to purchase 60,000
shares of Common Stock at $____ per share and 60,000 Redeemable Warrants to
purchase 60,000 shares of Common Stock at an exercise price of $______ at any
time after twelve months from the date hereof and for a period of four years
thereafter.  The Company has also agreed to indemnify the Representative against
certain liabilities, including liabilities arising under the Securities Act of
1933.  (See "UNDERWRITING.")
<FN2>
Before deducting expenses payable by the Company estimated at $239,000, including
the non-accountable expense allowance referred to in footnote 1.
<FN3>
The Company has granted to the Representative a 45-day option to purchase up to
90,000 additional Shares and/or 90,000 additional Redeemable Warrants on the same
terms and conditions as set forth above solely to cover over-allotments, if any. 
If the over-allotment option is exercised in full, the total Price to the Public,
Underwriting Discount and Proceeds to the Company will be $_______, $________ and
$________, respectively.
</FN>
                  Westport Resources Investment Services, Inc.
                                315 Post Road West
                            Westport, Connecticut 06880

                 The date of this Prospectus is _________, 1997.

















                                2
<PAGE>
                             (INSIDE FRONT COVER)

                         (Picture of convenience store)

                        (METEOR INDUSTRIES, INC. LOGO)

                         (Picture of convenience store)

                      Convenience Stores, Las Cruces, NM


















































                                3<PAGE>
<PAGE>

     IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SHARES AT A
LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.  SUCH
TRANSACTIONS MAY BE EFFECTED ON THE AMERICAN STOCK EXCHANGE AND, IF COMMENCED,
MAY BE DISCONTINUED AT ANY TIME.
              
     The Securities are being offered on a "firm commitment" basis subject to
receipt and acceptance by the Underwriters, the approval of certain legal matters
by its counsel and prior sale.  The Underwriters reserve the right to withdraw,
cancel or modify the offering and to reject any order in whole or in part.  It
is expected that delivery of the certificates representing the Securities will
be made on or about three business days from the date of this Prospectus, at the
office of Westport Resources Investment Services, Inc., in Westport, Connecticut.


                             ADDITIONAL INFORMATION

     A Registration Statement on Form S-1, including amendments thereto, relating
to the securities offered hereby has been filed by the Company with the
Securities and Exchange Commission, Washington, D.C.  This Prospectus does not
contain all of the information set forth in the Registration Statement and the
exhibits and schedules thereto.  For further information with respect to the
Company and the securities offered hereby, reference is made to such Registration
Statement, exhibits and schedules.  Statements contained in this Prospectus as
to the contents of any contract or other document referred to are not necessarily
complete, and in each instance reference is made to the copy of such contract or
other document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference.  However, all
material elements of such contracts and documents are disclosed in this
Prospectus.  A copy of the Registration Statement may be inspected without charge
at the Commission's principal offices in Washington, D.C., and copies of all or
any part thereof may be obtained from the Commission upon the payment of certain
fees prescribed by the Commission.

     The Company is subject to the reporting requirements of Section 13(a) and
to the proxy requirements of Section 14 of the Securities Exchange Act of 1934,
as amended, and in accordance therewith files periodic reports, proxy statements
and other information with the Commission.  Such reports, proxy statements and
other information concerning the Company may be inspected or copied at the public
reference facilities at the Commission located at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549, and at the Commission's Regional Offices in New
York, 7 World Trade Center, New York, New York 10048, and in Chicago,
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661.  Copies of such documents can be obtained at the public reference
section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.  Electronic filings made through the Electronic Data Gathering,
Analysis and Retrieval system are publicly available through the Commission's web
site (http.//www.sec.gov).










                                4
<PAGE>
                              PROSPECTUS SUMMARY

     The following summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in this Prospectus.

THE COMPANY

     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 engaged in the
marketing and distribution of refined petroleum and related products primarily
in northern New Mexico, Colorado, Arizona and Utah.  Graves operates seven retail
sites in northern New Mexico.  Hillger Oil Company ("Hillger"), which was
acquired effective April 1, 1995, is engaged in the marketing and distribution
of refined petroleum and related products primarily in southern New Mexico and
Arizona.  Hillger operates nine convenience stores in southern New Mexico.  The
Company sells fuel branded Phillips 66, Conoco, Texaco, Diamond Shamrock and
FINA.

     In November 1995, the Company acquired all of the outstanding stock of Capco
Resources, Inc. ("CRI"), in exchange for shares of the Company's Common Stock
which represent approximately 53% of the shares now outstanding.  CRI is a
holding company involved in the development of a power project in Pakistan.  The
acquisition of CRI was accounted for as a reverse acquisition with CRI treated
as the acquirer.  Capco Analytical Services, Inc. ("CAS"), a wholly-owned
subsidiary of CRI, is involved in providing environmental consulting and
laboratory analysis and was also acquired in the transaction with CRI.

     Approximately 98% of the Company's gross revenues are presently derived from
the Graves and Hillger subsidiaries.

     The proceeds of this offering will be used to reduce accounts payable,
purchase equipment and inventory, the repayment of debt, and the acquisition of
petroleum marketing businesses.

THE OFFERING


</TABLE>
<TABLE>
<CAPTION>
    <S>                                 <C>
     Securities offered                  600,000 Shares of Common Stock
                                         600,000 Redeemable Warrants
     Shares of Common Stock
      Outstanding:
        Prior to the offering<FN1>       3,440,138 Shares
        After the offering<FN1><FN2>     4,040,138 Shares

     Trading Symbol - OTC Bulletin
      Board                              METE

     Proposed AMEX Trading Symbols:
       Common Stock                      MTE
       Redeemable Warrants               MTEW
__________________
<FN>
<FN1>
Does not include (i) 7,000 shares of Common Stock issuable upon the exercise of
outstanding warrants to purchase Common Stock; (ii) up to 896,911 shares of

                                5
<PAGE>
Common Stock of the Company issuable upon the exchange of Preferred Stock of a
subsidiary; (iii) 1,250,000 shares of Common Stock reserved for issuance pursuant
to stock options which may be granted under the Company's Incentive Stock Option
Plan and its 1997 Incentive Equity Plan of which options to purchase 413,300
shares of Common Stock are currently outstanding; or (iv) 130,000 shares of
Common Stock issuable upon the exercise of an option held by  consultants.  (See
"MANAGEMENT" and "DESCRIPTION OF SECURITIES.")
<FN2> 
     Does not give effect to an aggregate of 900,000 shares of Common Stock
issuable upon exercise of: (i) the Redeemable Warrants; (ii) the over-allotment
option; (iii) the Representative's Warrants; and (iv) the Redeemable Warrants
subject to the over-allotment option.  (See "UNDERWRITING.")
</FN>
</TABLE>

     RISK FACTORS:  The purchase of these securities involves a high degree of
risk.  Prospective investors should review carefully and consider the factors
described under "RISK FACTORS."

     USE OF PROCEEDS:  The proceeds from the offering will be used to reduce
accounts payable, the repayment of debt, to purchase equipment and inventory, 
and the acquisition of petroleum marketing businesses.  (See "USE OF 
PROCEEDS.")

     SUMMARY FINANCIAL DATA:  Effective November 2, 1995, Meteor Industries,
Inc., acquired 100% of the issued and outstanding common stock of Capco 
Resources Inc. ("CRI") in exchange for 1,745,000 shares of Meteor common 
stock.  The acquisition was treated as a reverse acquisition of Meteor by 
CRI.  Accordingly, the results of operations of CRI are included in the 
following financial information since inception of CRI. The results of 
operations of Meteor are included in the following financial information 
since November 2, 1995, the effective date of the acquisition.  The following
table sets forth certain selected financial data with respect to the Company 
and is qualified in its entirety by reference to the financial statements and
notes thereto included in this Prospectus.

BALANCE SHEET DATA:                           (In Thousands)
                                                                               
                                                  At December 31
                        March 31   ------------------------------------------
                          1997      1996      1995     1994    1993    1992
                         -------   -------   -------   ------   -----   -----
Current Assets           $ 9,306   $ 8,488   $ 6,708   $  126   $  --   $  -- 
Property and Equipment      8,180     8,277     8,568      250      --      --
Other Assets               3,064     3,669     3,273      164      --      --
Discontinued Operations       --        --        --      572     660     (28)
Total Assets              20,550    20,434    18,549    1,112     660     (28)
Current Liabilities        8,284     8,943     6,921      403      --      --
Long-term Debt               414       446     2,195      -0-      --      --
Deferred Tax Liability     1,745     1,773     1,894      -0-      --      --
Minority Interest          4,252     4,152     3,615      -0-      --      --
Stockholders' Equity       5,855     5,120     3,924      709     660     (28)








                                6

<PAGE>
<TABLE>
STATEMENT OF OPERATIONS DATA:                                             
                              (In Thousands, Except Per Share Data)
<CAPTION>
                   FOR THE THREE
                    MONTHS ENDED             FOR THE YEARS            INCEPTION TO
                      MARCH 31             ENDED DECEMBER 31,         DECEMBER 31,
                ------------------- ----------------------------- -------------------  
<S>            <C>       <C>       <C>         <C>       <C>     <C>        <C>
                   1997      1996       1996      1995      1994     1993      1992
Sales. . . . .  $  13,853 $  13,386 $   59,984  $  9,828  $   473 $     -0-  $   -0-
Cost of sales.     11,628    10,830     49,644     7,373      -0-       -0-      -0-
Operating 
  Expenses . .      2,192     2,182      9,119     2,395      602         2      -0-
Other income
   (Expense) .        485       (42)       (79)      (71)     -0-       -0-      -0-
Income (loss)      
  From continu-    
  ing operations      215       173        462       (74)   (129)       (2)      -0-
Income from dis-
  continued 
  Operations. .       -0-       -0-        -0-     1,871     179       690       765
Net income. . .       215       173        462     1,796      49       688       765
Income (loss) from
 continuing oper-
 ations per common
 share . . . .        .06       .06        .15     (.15)(1295.32)   (22.82)      -0- 
Net income  per 
  Common share  $    .06  $     .06  $    0.15  $  3.67 $ 489.95 $6,883.42 $7,652.20
Weighted average 
  Shares
  outstanding. 3,353,561  3,024,903  3,184,397  489,035      100       100       100
Cash dividends $     -0-  $     -0-  $     -0-  $   -0- $    -0- $     -0- $     -0-
</TABLE>
    
                               RISK FACTORS

     The securities offered hereby represent a speculative investment and 
involve a high degree of risk of a loss of part or all of the investment.  
Therefore, prospective investors should read this entire Prospectus and 
carefully consider the following risk factors in addition to the other 
information set forth elsewhere in this Prospectus prior to making an 
investment.

     1.   SUBSTANTIAL DEBT SERVICE. The structure of Meteor's acquisitions of
Graves and Hillger have resulted in substantial debt service obligations to be
funded by operations. Because of the nature of these leveraged buyouts and
because of the Company's continued expansion and development plans, 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 and
to finance capital expenditures and increased inventory requirements. In 
order to pay its debt obligations, the interest on such obligations and other
expenses, the Company must generate cash flows from operations which exceed 
that which were achieved in the past. In addition, even if previous cash 
flows are exceeded throughout the terms of its obligations, the Company most 
likely will be required to raise capital, refinance its existing debt or sell
assets in order to pay its obligations as they become due.
                                     7
<PAGE>  
     2.  RELIANCE ON KEY EMPLOYEES. The Company is wholly dependent on the
personal efforts and abilities of its Officers and key employees. The loss of or
unavailability to the Company of the services of one or more of its key 
employees would have a materially adverse effect on the Company's business 
prospects and/or potential earning capacity. In particular, the Company's 
President, Edward J. Names, who has an employment contract,  is instrumental 
for the overall planning and management of the Company, its financing and its
growth. There can be no assurance, if the services of any of these 
individuals were unavailable to the Company, that the Company would be able 
to employ a qualified replacement person or persons on terms suitable to the 
Company. The Company presently does not maintain key person life insurance on
any of its key employees but has agreed to obtain a policy on the life of 
Edward J. Names in the amount of $1,500,000 upon completion of this offering.

    3.  FRANCHISE AGREEMENTS. The Company's petroleum marketing is dependent on
franchise agreements with major producers of petroleum products. The Company's
existing contracts with Phillips Petroleum Company, Conoco, Inc., Diamond
Shamrock, Texaco, Inc., Fina Oil Company and Sun Oil Company have been in place
for many years, but each of these contracts is terminable at the supplier's
discretion on short notice. The loss of the Phillips 66 and Conoco contracts in
particular could have a material adverse effect on the Company's revenues and
profits. 

     4.  COMPETITION. The Company's convenience store and gasoline distribution
businesses are highly competitive. The Company competes with businesses similar
in size to itself, with major oil companies with far greater resources than it
possesses, and also with weaker firms who cut prices and engage in other efforts
to remain in business. This competition, from time to time, adversely impacts
operations and earnings. The Company operates 15 convenience stores or retail
outlets without convenience stores in connection with its retail gasoline
operations and leases one store to an independent operator. The convenience 
store business has been extremely competitive resulting in bankruptcies and
reorganizations for a number of companies in the industry.  

     5.  NARROW MARGINS FOR REFINED PETROLEUM PRODUCTS AND MARKET SHARE
CONFLICTS. The distribution of refined petroleum products by the Company is
extremely competitive, with narrow margins, requiring constant, careful
attention, supervision and controls. Management has limited control over the
competitive pricing of petroleum products. Foreign producers and refiners of
petroleum products from time to time may affect materially the available supply
of petroleum products, which could affect pricing and margins. Also, major oil
companies, concerned with maintaining or increasing their respective market
shares, sometimes depress prices and margins to attain or sustain product 
volume. These practices from time to time impact the earnings and operations of
independent distributors such as the Company.  

     6.  POTENTIAL ACCIDENTS. The Company owns and operates gasoline storage
tanks, a fleet of 34 tank trucks, and wholesale and retail outlets for refined
petroleum products. The presence of flammable and combustible products at these
facilities provides the potential for fires and explosions which could destroy
both property and human life. These products, almost all liquids, also have the
potential to impose environmental damage if released. The Company has general
liability coverage and a commercial umbrella liability policy with total 
coverage limits of $5 million as well as other insurance covering damage to its
properties. While management believes the Company's insurance coverage is
adequate for most foreseeable problems, and is comparable with the coverage of
other companies in the same business and of similar size, its coverage does not
necessarily protect the Company for ultimate liability for any damage to the
environment, especially if such environmental damage is caused by leaking lines
or tanks. Such environmental related coverage generally is unavailable or
available a prohibitive cost. See the heading "Environmental Risks" below. 
                                8
<PAGE>
     7.   PAKISTAN POWER PROJECT.  Due to general political and economic
instability in Pakistan, the Company's investment of approximately $685,000 in
Saba Power Company Ltd. may not yield any return to the Company. (See "Business 
- - Saba Power Company Ltd.)

     8.   CONTROL BY MANAGEMENT AND PRINCIPAL SHAREHOLDERS. Management and
principal shareholders will beneficially own 75.8% of the outstanding common
stock after this offering.  Effective control of the Company will remain in  the
hands of such persons. 

     9.   LIMITED DIRECTOR LIABILITY. The liability of a Director to the Company
or any Shareholder for monetary damages for breach of his fiduciary duties as a
Director is limited by the Company's Articles of Incorporation with certain
exceptions. In addition, the Company will provide Officers and Directors the
maximum indemnification allowable from time to time under Colorado law. These
provisions limit the Company's and its Shareholders' ability to obtain damages
or other relief from its Officers and Directors in the event of claimed
wrongdoing. 

     10.  GENERIC PREFERRED STOCK AUTHORIZED. The Company's Articles of
Incorporation authorize the issuance of up to 10,000,000 shares of Preferred
Stock, the terms, preferences, rights and restrictions of which may be
established by its Board of Directors. Other companies on occasion have issued
series of such preferred stock with terms, rights, preferences and restrictions
that could be considered to discourage other persons from attempting to acquire
control of such companies and thereby insulate incumbent management. It is
possible the Company could issue shares of its Preferred Stock for such a
purpose. In certain circumstances, the existence of corporate devices which 
would inhibit or discourage takeover attempts could have a depressive effect 
on the market value of the stock of a company. The Board of Directors has no 
current plans to issue any shares of Preferred Stock. 

     11.  NO DIVIDENDS. The Company has paid no dividends on its Common Stock
since incorporation. The Company does not anticipate paying dividends on its
Common Stock in the foreseeable future and intends to devote any earnings to the
development of the Company's business or the repayment of debt. 

     12.  CONFLICTS OF INTEREST. Certain conflicts of interest may exist between
the Company and its officers and directors. Each of such individuals has other
business interests to which they devote their attention, and they are expected
to continue to do so. As a result, conflicts of interest may arise that can be
resolved only through their exercise of such judgment as is consistent with 
their fiduciary duties to the Company. No officer or director owes a 
fiduciary duty to another entity regarding business opportunities related to 
lines of business similar to that of the Company. 

     13.  ENVIRONMENTAL ISSUES. The Company's operations, which include
distribution and jobbing of refined petroleum products (collectively the above
operations are referred to as "Regulated Environmental Activities") are subject
to a variety of federal, state and local laws, rules and regulations governing
the storage, translation, manufacture, use, discharge, release and disposal of
products and contaminants into the environment or otherwise relating to the
protection of the environment. The Company's Regulated Environmental Activities,
by their very nature, give rise to the potential for substantial environmental
risks including:
 
          RISK OF RELEASE OF PETROLEUM AND RELATED PRODUCTS AND WASTES. The
accidental or unintended release or discharge of petroleum and related products 

                                9
<PAGE>
and wastes which result from normal activities at tank farms and service 
stations and during the transportation or manufacture of such products and
wastes, or the release or discharge of such products or waste in excess of 
permitted levels, may occur despite the operational controls and procedures 
established by the Company. Releases or discharge of such petroleum and 
related products and associated wastes, could contaminate the environment.  
Such releases or discharges may give rise to potential liability under the 
environmental laws, rules and regulations of the United States, individual 
states, and local jurisdictions relating to contamination or threat of 
contamination of air, soil, groundwater and surface waters. Such liability 
could expose the Company to fines or other penalties, both civil and 
criminal, and could result in the Company being required to institute 
extensive cleanup and remediation activities. 

          RISK OF VIOLATION OF ENVIRONMENTAL REGULATIONS. The Company is subject
to numerous environmental laws, rules and regulations covering its Regulated
Environmental Activities. The Company's failure to comply with any applicable
environmental regulation, whether or not intentional, can give rise to fines,
penalties and sanctions, including criminal charges against employees and
management, and may under certain circumstances require the closure of such
non-complying facilities. 

          RISK OF FUTURE ENVIRONMENTAL REGULATIONS. The environmental laws, 
rules and regulations which cover the Company's Regulated Environmental 
Activities continue to evolve. Stricter environmental regulations and 
controls or modified environmental regulations and controls could impose 
added costs on the operation of the Company, or cause the manufacture, 
storage, transportation or sale of some of the Company's products to become 
either unprofitable or illegal.  

          RISK OF ENVIRONMENTAL HEALTH AND SAFETY OF PERSONS. Exposure of the
Company's employees or the public to certain petroleum and related products or
waste could result in damage to human health and safety, and give rise to
liability to the Company, thereby impacting the economic value of the Company. 

          RISK OF ENVIRONMENTAL REIMBURSEMENT PROCEDURES. Certain of the
Company's Regulated Environmental Activities, such as leaking petroleum storage
tank remediation, give rise to a potential for reimbursement of all or a portion
of the amounts expended from applicable governmental reimbursement programs. 
Such reimbursement programs are subject to changes in applicable statutes or 
the interpretation of the law, which could alter the timing or availability of
reimbursement funds to the Company and its customers.  

     14.  OUTSTANDING OPTIONS AND WARRANTS.  Currently, the Company has
outstanding options and warrants to purchase up to 550,300 shares of Common 
Stock at prices ranging from $1.00 to $5.25 per share, and has the ability to
grant options to purchase 836,700 additional shares under its Incentive Stock
Option Plan and its 1997 Incentive Equity Plan. Additionally, the Company has
agreed to sell to the Representative and its designees Representative's 
Warrants to purchase up to 60,000 shares of Common Stock and 60,000 Redeem-
able Warrants exercisable during the four year period commencing one year 
from the date of this Prospectus at $_____ per share of Common Stock and 
$____ per Redeemable Warrant, subject to adjustment.  The Representative 
will have certain registration rights with respect to the Representative's 
Warrants and the shares of Common Stock underlying such warrants.

          For the term of such options and warrants, the holders thereof will
have an opportunity to profit from the rise in the market price of the Company's
Common Stock without assuming the risks of ownership.  This may have an adverse
effect on the terms upon which the Company could obtain additional capital. 

                                10
<PAGE>
Furthermore, it might be expected that the holders of such options and warrants
would exercise them at a time when the Company would be able to obtain equity
capital on terms more favorable than those provided for by the options and
warrants.  (See "MANAGEMENT," "DESCRIPTION OF SECURITIES" and "UNDERWRITING.")
   
     15.  POTENTIAL SECURITIES LAW LIABILITIES FOR PRIVATE OFFERING.  During
February and March 1997, the Company sold 130,000 shares of its Common Stock and
warrants to purchase 130,000 shares of Common Stock to 16 accredited investors
for a total of $520,000 in a private offering.  Because such sales were made at
a time when the Registration Statement relating to this public offering was on
file with the SEC and because such sales were made within 6 months of this 
public offering, the private sales might be considered to be "integrated," or
part of the same offering as this public offering.  The Company does not 
believe that the two offerings would be integrated for several reasons, one 
of which is that the proceeds of the offerings are to be used for different 
purposes.  However, if it was determined that the two offerings were to be 
integrated, the sales to the private investors should have been registered 
under the Securities Act of 1933, as amended, because they were part of a 
"public offering."  As a result, if the persons who purchased the shares in 
February and March 1997 were to bring a legal action against the Company 
alleging violation of the securities laws and were to be successful, then the
Company could be held liable to those persons for up to the full amount of 
the purchase price ($520,000) plus interest.  No legal actions have been 
threatened or are pending with respect to this matter.  If any such legal 
actions should be brought against the Company, the Company intends to 
vigorously maintain a defense against such actions.
    
     16.  PREFERRED STOCK OF SUBSIDIARY.  Graves Oil & Butane Co., Inc., a
subsidiary of the Company has outstanding shares of preferred stock. held by
Theron J. Graves, which currently may be exchanged for shares of the Company's
Common Stock at the current bid price or up to 22.2% of the shares of the
Company's Common Stock outstanding after such exchange, whichever yields fewer
shares.  As a result, after this offering Mr. Graves will have the right to
acquire a maximum of 896,911 shares of the Company's Common Stock assuming that
no options or warrants are exercised.  Mr. Graves would have certain piggy-back
registration rights with respect to any shares which he receives upon exchange. 
As a result, Mr. Graves has the right to acquire a substantial number of shares
of the Company's Common Stock in the future, and the resale of such shares could
adversely affect the market for the Company's Common Stock. (See "SECURITY
OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS" and "DESCRIPTION OF
SECURITIES.")
   
     17.  COMMON STOCK ELIGIBLE FOR RESALE. Of the 3,440,228 shares of Common
Stock outstanding as of the date of this Prospectus, approximately 2,999,100
shares are "restricted securities" and under certain circumstances may be sold
in compliance with Rule 144 adopted under the Securities Act of 1933, as 
amended. Of such shares, approximately 2,869,100 shares are presently 
eligible for resale under Rule 144 and the remaining 130,000 shares will be 
eligible for sale in February and March of 1998.  The Company has obtained 
the agreement of its Officers, Directors and record shareholders who own 5% 
or more of the Company's outstanding common stock to not sell, publicly 
transfer or assign more than 25,000 of the 2,598,371 shares of Common Stock 
currently owned by them (including shares underlying their stock options 
which are currently exercisable or exercisable within 60 days), for a period 
of one year from the date of this Prospectus without the prior written 
consent of the Representative.  The Company has agreed to use reasonable 
efforts to register 640,000 shares of restricted Common Stock for resale by 
the holders thereof, and the Company may file such registration statement 
within three to nine months after the date of this Prospectus.  The Company 
also intends to file an S-8 registration statement which would register the 
shares of Common Stock issuable on the exercise of stock                
                               11
<PAGE>
options granted under the Company's stock option plans, which would allow the
resale of such shares.  (See "DESCRIPTION OF SECURITIES -- Shares Eligible for
Future Sale.")  Future sales of such shares will in all likelihood depress the
market price of the Company's Common Stock. 
    
     18.  POSSIBLE VOLATILITY OF PRICE OF SHARES.  The price of shares of
publicly-traded corporations tend to fluctuate over a wide range.  It can be
expected, therefore, that there may be wide fluctuations in the market price for
the Common Stock.  There is no assurance that an active market will develop in
the Common Stock.  The lack of a current market for the Common Stock and
fluctuations in trading interest and changes in the Company's operating results,
financial condition and prospects could have a significant impact on the market
price for the Common Stock.

     19.  RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS INCLUDED IN THIS
PROSPECTUS.  This Prospectus contains certain forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act which are intended to be covered by the safe harbors created thereby.  These
statements include the plans and objectives of management for future operations,
including plans and objectives relating to (i) petroleum marketing and (ii)
acquisitions and financing.  The forward-looking statements included herein are
based on current expectations that involve numerous risks and uncertainties. 
Although the Company expects to operate its petroleum marketing business, and
make acquisitions with financing from major oil companies, there can be no
assurance that competitive conditions within the industry will not change
materially or adversely, and that there will be no material adverse change in 
the Company's operations or business.  Assumptions relating to the foregoing 
involve judgments with respect to, among other things, future economic, 
competitive and market conditions and future business decisions, all of 
which are difficult or impossible to predict accurately and many of which 
are beyond the control of the Company.  Although the Company believes that 
the assumptions underlying the forward-looking statements are reasonable, 
any of the assumptions could be inaccurate and, therefore, there can be no 
assurance that the forward-looking statements included in this Prospectus 
will prove to be accurate.  In light of the significant uncertainties 
inherent in the forward-looking statements included herein, the inclusion of 
such information should not be regarded as a representation by the Company of 
any other person that the objectives and plans of the Company will be 
achieved.

                                   THE COMPANY

     Meteor Industries, Inc. ("Meteor" or the "Company") was incorporated in
Colorado on December 22, 1992, to purchase all the outstanding common stock of
Graves Oil & Butane Co., Inc. ("Graves").  The two companies and Graves' then
sole shareholder ("Seller") entered into a Purchase Agreement in June, 1993 and
finalized the purchase in September, 1993.  The purchase price for the common
stock was $4,100,000, which was paid $1,750,000 in the form of cash to Seller 
and the discharge of certain of his obligations at closing and $2,350,000 in 
the form of a promissory note payable over the following four years.  The 
Seller also retained preferred stock in Graves with a redemption value of 
$3,543,500 plus accrued dividends to be redeemed subsequent to September 15, 
2000, if not earlier converted into common stock.

     In January 1994, the Company completed an initial public offering of 
200,000 shares of its  Common Stock pursuant to Regulation A under the 
Securities Act of 1933.  The net proceeds of this offering to the Company 
was approximately $800,000.
                                12
<PAGE>
     On June 12, 1995, Meteor purchased all of the outstanding shares of Hillger
Oil Company ("Hillger") headquartered in Las Cruces, New Mexico.  This
acquisition doubled Meteor's gasoline sales and improved cash flows.  Hillger
operates nine convenience stores and supplies 22 branded dealers in New Mexico. 
Graves operates seven retail sites and supplies 42 branded dealers.  In
connection with the acquisition of Hillger, Meteor sold 365,000 shares of its
common stock for $730,000 in cash and borrowed $875,000 from Norwest Business
Credit, Inc. 

     In June 1995, the Company declared an 8% stock dividend to the shareholders
of record as of June 30, 1995.

     In October 1995, the Company formed Pyramid Stores, Inc. ("Pyramid"), a
Colorado corporation, as a wholly owned subsidiary to hold the stock of Graves
and Hillger and operate those companies separately from the Company's other
activities.  

     In November 1995, the Company issued 1,745,000 shares of its Common Stock
in exchange for all of the outstanding stock of Capco Resources, Inc. ("CRI"),
a Delaware corporation.  The shares of the Company's common stock issued in this
transaction, which represent approximately 52.7% of the shares now outstanding,
were issued to a U.S. subsidiary of Capco Resources Ltd. ("Capco"), an Alberta
corporation, which is listed on the Alberta Stock Exchange.   As a result of 
this transaction, there was a change in control of the Company and one of the
Company's three directors was replaced by a Capco representative, Ilyas
Chaudhary.  Accordingly, the transaction has been considered a reverse
acquisition for accounting purposes and the assets of Meteor, including the
assets of Graves and Hillger have been revalued to their fair value at the date
of the transaction.  The major assets of CRI when acquired by Meteor included:
(i) an interest in Saba Power Company Ltd., which is one of the developers of a
power plant in Pakistan; (ii) all of the stock of Capco Analytical Services,
Inc., a California environmental services firm; and (iii) a $1,516,000 
promissory note receivable from Saba Petroleum Company and other 
miscellaneous assets.  Since November 1995, CRI has focused most of its 
efforts on the financing of Saba Power Company Ltd.  All of CRI's assets, 
other than the power project, have now been transferred out of CRI and into 
Meteor.

     The Company's headquarters are located at 216 Sixteenth Street, Suite 730,
Denver, Colorado 80202, and its telephone number is (303) 572-1135.
   



















                                       13
<PAGE>
     The following organizational chart shows the Company's subsidiaries and its
percentage ownership in each:

             -----------------------------------------------
                       Meteor Industries, Inc.
             -----------------------------------------------
            :           :                   :             :
            :           :                   :             : 
 -------------------  ----------------  --------------  -------------------
 Meteor Holdings LLC  Capco Analytical  Pyramid Stores  Innovative Services
         73%           Services, Inc.     Inc.          & Technologies, Inc.
 -------------------        100%             100%                100%
          :           ----------------  --------------  -------------------
          :                             :            :        
 --------------------            -----------    --------------------  
 Capco Resources Inc.            Hillger Oil    Graves Oil & Butane
         100%                     Company            Co., Inc.
 --------------------               100%        100% of common stock
          :                      -----------    --------------------- 
          :                           :           :       : : :     :  
 --------------------                 :           :       : : :     :  
  Saba Power Company           -------------   ---------- : : : -----------
        Ltd.                   Hatch Pyramid   Graves Rio : : :  El Boracho,
        2%                          LLC        Rancho LLC : : :     Inc.
  -------------------               75%            50%    : : :     100% 
                               -------------   ---------- : : : ------------   
                                               ------------ : -----------
                                               Bloomfield   : American LP
                                               Pyramid LLC  :      33%
                                                  100%      : -----------
                                               ------------ :
                                                            -----------------
                                                            Coors Pyramid LLC  
                                                                    50%
                                                            -----------------

    

                         PRICE RANGE OF COMMON STOCK

     The principal market for trading Meteor's Common Stock has been the
over-the-counter market.  Prices for the Common Stock are quoted on the OTC
Bulletin Board.

     The range of high and low bid quotations for Meteor's Common Stock since
public trading began in January 1994 provided below were obtained from the
National Quotation Bureau. Beginning in the second quarter of 1995, the
information shown is for closing bid quotations.   The stock is principally 
owned or controlled by Officers and Directors of Meteor, and the bid prices 
reported may not be indicative of the value of the Common Stock.  The volume 
of trading in Meteor's Common Stock has been very limited.  These over-the-
counter market quotations reflect inter-dealer prices without retail markup, 
markdown or commissions and may not necessarily represent actual transactions.
                                   14
<PAGE>
                                                          Bid*
                 Period                               High      Low   

     Quarter Ended February 28, 1994 . . . .         $4.63    $4.17
     Quarter Ended May 31, 1994. . . . . . .         $4.17    $3.70
     Quarter Ended August 31, 1994 . . . . .         $4.17    $2.78

     Quarter Ended November 30, 1994 . . . .         $4.63    $2.78
     Quarter Ended February 28, 1995 . . . .         $4.63    $3.94
     Quarter Ended May 31, 1995. . . . . . .         $4.63    $3.47
     Quarter Ended August 31, 1995 . . . . .         $4.28    $2.50

     Month   Ended September 30, 1995. . . .         $3.00    $2.50

     Quarter Ended December 31, 1995 . . . .         $3.25    $2.00

     Quarter Ended March 31, 1996. . . . . .         $3.75    $2.00
     Quarter Ended June 30, 1996 . . . . . .         $4.25    $1.75
     Quarter Ended September 30, 1996. . . .         $4.25    $2.87       
     Quarter Ended December 31, 1996 . . . .         $5.87    $3.62 
   
     Quarter Ended March 31, 1997. . . . . .         $5.25    $3.50 
    
__________________
* As restated to give retroactive affect to a stock dividend of 8% which was
paid to shareholders of record as of June 30, 1995.

     As of May 19, 1997, there were approximately 70 record holders of the
Company's Common Stock.  Based on securities position listings, the Company
believes that there are approximately 265 beneficial holders of the Company's
Common Stock.

                             DIVIDEND POLICY

     The Company has paid no cash dividends on its Common Stock and has no
present intention of paying cash dividends in the foreseeable future.  In June
1995, the Company declared an 8% stock dividend on its outstanding Common 
Stock.  It is the present policy of the Board of Directors to retain all 
earnings to provide for the growth of the Company.  Payment of cash dividends
in the future will depend, among other things, upon the Company's future 
earnings, requirements for capital improvements and financial condition.  
The Company's ability to pay any cash dividends on the Company's Common 
Stock in the future will be limited by the dividend requirements of the 
Preferred Stock of a Subsidiary.  

                        SELECTED FINANCIAL INFORMATION

     Effective November 2, 1995, Meteor Industries, Inc., acquired 100% of the
issued and outstanding common stock of Capco Resources Inc. ("CRI") in exchange
for 1,745,000 shares of Meteor common stock.  The acquisition was treated as a
reverse acquisition of Meteor by CRI.  Accordingly, the results of operations of
CRI are included in the following financial information since inception of CRI.
The results of operations of Meteor for 1995 are included in the following
financial information since November 2, 1995, the effective date of the
acquisition.
                                15
<PAGE>
BALANCE SHEET DATA:                           (In Thousands)
                                                                               
                                                 At December 31
                         March 31  ------------------------------------------
                          1997      1996      1995      1994    1993    1992
                         -------   -------   -------   ------   -----   -----
Current Assets           $ 9,306   $ 8,488   $ 6,708   $  126   $  --   $  -- 
Property and Equipment     8,180     8,277     8,568      250      --      --
Other Assets               3,064     3,669     3,273      164      --      --
Discontinued Operations       --        --        --      572     660     (28)
Total Assets              20,550    20,434    18,549    1,112     660     (28)
Current Liabilities        8,284     8,943     6,921      403      --      --
Long-term Debt               414       446     2,195      -0-      --      --
Deferred Tax Liability     1,745     1,773     1,894      -0-      --      --
Minority Interest          4,252     4,152     3,615      -0-      --      --
Stockholders' Equity       5,855     5,120     3,924      709     660     (28)
<TABLE>
STATEMENT OF OPERATIONS DATA:                                             
                              (In Thousands, Except Per Share Data)
<CAPTION>
                   FOR THE THREE
                    MONTHS ENDED             FOR THE YEARS               INCEPTION TO
                      MARCH 31             ENDED DECEMBER 31,            DECEMBER 31,
                    -------------     ---------------------------------  ------------  
                    1997      1996      1996      1995      1994    1993     1992
<S>             <C>       <C>        <C>         <C>      <C>     <C>         <C>
Sales. . . . .   $  13,853 $   13,386 $   59,984  $ 9,828  $   473 $     -0-   $   -0-
Cost of sales.      11,628     10,830     49,644    7,373      -0-       -0-       -0-
Operating 
  Expenses . .       2,192      2,182      9,119    2,395      602         2       -0-
Other income
   (Expense) .         485        (42)       (79)     (71)     -0-       -0-       -0-
Income (loss)      
  From continu-    
  ing operations       215        173        462      (74)    (129)       (2)      -0-
Income from dis-
  continued 
  Operations. .        -0-        -0-        -0-    1,871      179       690       765
Net income. . .        215        173        462    1,796       49       688       765
Income (loss) from
 continuing oper-
 ations per common
 share . . . .         .06        .06        .15     (.15)(1295.32)   (22.82)      -0- 
Net income  per 
  Common share   $     .06  $     .06  $    0.15  $  3.67 $ 489.95 $6,883.42 $7,652.20
Weighted average 
  Shares
  outstanding.   3,353,561  3,024,903  3,184,397  489,035      100       100       100
Cash dividends   $     -0-  $     -0-  $     -0-  $  -0-  $    -0- $     -0- $     -0-
</TABLE>
    
                                     16
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FOR METEOR INDUSTRIES, INC.

     This Prospectus contains forward-looking statements within the meaning of
the "safe  harbor" provisions of the Private Securities Litigation Reform Act of
1995.  Such statements are based on management's current expectations and are
subject to a number of factors and uncertainties which could cause actual 
results to differ materially from those described in the forward-looking 
statements.

     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.

     The selected financial information should be read in conjunction with the
historical financial statements and notes thereto of Meteor, included elsewhere
in this document.

LIQUIDITY AND CAPITAL RESOURCES
   
     Net cash provided by operating activities totaled $521,000 for the three
months ended March 31, 1997 compared to $856,000 for the period ended March 31,
1997.  The decrease in cash provided is primarily related to the timing of
payments of accounts payable. 

    As of March 31, 1997, the Company had a working capital of $1,022,000
compared to a working capital deficit of $455,000 at December 31, 1996.  The
increase in the working capital is due primarily to sale of stock and partial
collection of a note receivable from related party. 

     Net cash provided by investing activities totaled $423,000 for the three
months ended March 31, 1997, compared to cash used of $46,000 for the period
ended March 31, 1996.  The increase is primarily a result of the partial
collection of a loan to related party.   This was partially offset by purchases
of property and equipment. 

     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. During the quarter the Company raised $520,000 in a
private placement of stock.

      Net cash used by financing activities totaled $403,000 for the three 
months ended March 31, 1997, compared to a use of $775,000 for the period 
ended March 31, 1996.  The decrease in cash used is primarily related to the 
sale of stock.

     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
March 31, 1997, $1,565,000 and $250,000 were borrowed against the facilities
which are recorded as current liabilities.  The Company has been in default on
the timely filing of information with the lender.  The Company was also in
default of the net worth requirements for one of the subsidiaries, which default
has been corrected.  The lender waived these defaults. The Company is and will
continue to be in default in timely filing of information and one of the
Company's subsidiaries is in violation of its debt service coverage 
requirements.  The Company has not requested waivers of these violations.  
However, it is expected that the lender will continue to waive these 
violations as they have in the past.
                                      17
<PAGE>
     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 June,
1998.  The balances at March 31, 1997, were $160,000 and $156,000, 
respectively.  The loans are collateralized by real estate and buildings and 
equipment and require approximately $29,000 per month in payments.

     At March 31, 1997, the Company owned 50% of a limited liability company
which in June 1996 acquired a convenience store for $610,000 using financing 
from Phillips Performance Fund Inc.  The balance of the loan at March 31, 
1997 was $496,000. The Company is a co-signer on this loan which has a term 
of 10 years.  The Company records its investment using the equity method, 
which reflects only the Company's share of the net worth of the limited 
liability company. 

     The Company owns 75% of a limited liability company which in December 1996
acquired a convenience store for $415,000 using seller financing of $315,000. 
The loan has quarterly payments of $14,000 and a term of 7 years.

     A subsidiary of the Company has preferred stock outstanding which requires
no periodic payments but accrues an 8% dividend and must be redeemed for
$3,543,000 plus accrued dividends at the holder's 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 $1,759,000 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 $670,000 will be offset by payments on notes receivable 
from the founder also due October 1, 1997.  The Company plans to pay this 
debt by drawing down its $3,000,000 line of credit or possibly selling or 
refinancing one of its convenience stores.

     The Company is obligated to pay lease costs of approximately $66,000 
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 flow 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. The Company has filed a registration statement
pursuant to which it expects to sell 600,000 shares of stock during the second
quarter of 1997.

    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     
                                        18
<PAGE>
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. 

     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 liquidity of the
Company.                        

RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 1997 TO MARCH 31, 1996

     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 Company's sales for the three months ended March 31, 1997, were
$13,853,000 compared to $13,386,000 for the comparable period ending March 31,
1996. The increase in revenue of $467,000 is primarily related to increases in
propane sales and sales at the convenience stores. Sales are expected to be
similar to the previous year assuming no significant acquisitions are made.

     The Company's cost of sales for the three months ended March 31, 1997, were
$11,628,000 (83.9% of sales) compared to $10,830,000 (80.1% of sales) for the
comparable period ended March 31, 1996. The increase of $798,000 in cost of 
sales is primarily due to an increase in fuel costs which the Company was not
able to pass on to its customers due to competition.

     The Company's gross profit for the three months ended March 31, 1997, was
$2,224,000 compared to $2,556,000 for the comparable period ended March 31, 
1996. The decrease of $332,000 is primarily related to a decrease in gasoline
margins. Gasoline margins are dictated by competition in a given area and the
Company has limited control over such margins.

     The Company's selling, general and administrative expenses were $1,973,000
for the three months ended March 31, 1997, compared to $1,961,000 for the
comparable period ended March 31, 1996. Even though the Company has cut expenses
at the subsidiary levels, total expenses have increased due to an increase in
corporate overhead related to acquisition activity and capital raising
activities.

     The Company's depreciation for the three months ended March 31, 1997, was
$220,000 compared to $221,000 for the comparable period ended March 31, 1996.  

     The Company's other income for the three months ended March 31, 1997 was
$485,000 compared to $0 for the comparable period ended March 31, 1996.  The
increase is related to a settlement of litigation for $480,000, net of expenses.
                                      19
<PAGE>
     The Company's provision for income taxes for the three months ended March
31, 1997, was $202,000 compared to $63,000 for the comparable period ended March
31, 1996.  This increase is due to more income and the utilization of a loss
carryforward in 1996.

     The Company's net income for the three months ended March 31, 1997, was
$215,000 compared to $173,000 in the prior period.  The change in net income is
due to the above described items.  It should be noted that if the Company had 
not had other income from the settlement of litigation of approximately 
$480,000, the Company would have recorded a net loss of approximately 
$78,000 for the three months ended March 31, 1997.
    
COMPARISON OF THE YEARS ENDED DECEMBER 31, 1996 TO DECEMBER 31, 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 for comparisons is limited because the historical
accounts for 1995 reflect only two months of revenue and expense for Meteor due
to the reverse acquisition by CRI in November, 1995, while 1996 reflects a full
year of operations for Meteor.

     The Company's sales for the year ended December 31, 1996, were $59,984,000
compared to $9,828,000 for the comparable period ending December 31, 1995.  The
increase in revenues is due to increases in gasoline volumes and prices at the
retail level.  Sales are expected to be relatively constant next year assuming
no significant acquisitions are made.

     The Company's cost of sales for the year ended December 31, 1996, were
$49,644,000 compared to $7,373,000 for the comparable period ended December 31,
1995.  The increase in costs of sales is due to an increase in sales as 
discussed above.

     The Company's gross profit for the year ended December 31, 1996, was
$10,340,000 compared to $2,455,000 for the comparable period ended December 31,
1995.  The increase is partially 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 $8,269,000
for the year ended December 31, 1996, compared to $2,244,000 for the comparable
period ended December 31, 1995. The increase in expenses is related to combining
the operations of Hillger, Graves and CRI.  As a percentage of sales general and
administrative expenses declined from 23% to 14% reflecting benefits of 
combining the companies.

     The Company's depreciation for the year ended December 31, 1996, was
$850,000 compared to $152,000 for the comparable period ended December 31, 
1995.  The increase in depreciation expense is due primarily to acquisition 
of buildings and equipment.

     The Company's other expenses for the year ended December 31, 1996 was
$79,000 compared to $71,000 for the comparable period ended December 31, 1995. 
The reasons for the decrease are primarily related to an increase in interest
income, an increase in interest expense, and sales of assets this year. 

     The Company's provision for income taxes for the year ended December 31,
1996, was $395,000 compared to $(1,470)for the comparable period ended December 
                                       20
<PAGE>
31, 1995.  This increase is due to more income.  The expected tax provision 
based on statutory rates would have been $446,000.  The variance from the 
effective rate is principally due to benefit of the loss carryforward.

     The Company's income from continuing operations for the year ended December
31, 1996, was $462,000 compared to a loss from continuing operations of $74,000
in the prior year due to the above described items. 

COMPARISON OF THE YEAR ENDED DECEMBER 31, 1995 TO DECEMBER 31, 1994

     The Company's sales for the year ended December 31, 1995, were $9,828,000
compared to $473,000 for the comparable period ending December 31, 1994.  The
increase in revenue is due to an increase in sales due to acquisition of Meteor
of $8,868,000 and an increase of $487,000 at CAS.   The increase in revenues at
CAS is due to additional lab analysis which trend is expected to continue.

     The Company's cost of sales for the year ended December 31, 1995, were
$7,373,000 compared to $0 for the comparable period ended December 31, 1994.  
The increase in costs of sales is due to the acquisition of CRI by Meteor. The
Company's gross profit for the year ended December 31, 1995, was $2,455,000
compared to $473,000 for the comparable period ended December 31, 1994.  The
increase is related to the inclusion of Meteor's gross profits for the two 
months ended December 31, 1995.  

     The Company's selling, general and administrative expenses were $2,224,000
for the year ended December 31, 1995 compared to $602,000 for the year ended
December 31, 1994.  The increase in expenses of $1,388,000 is related to the
acquisition of CRI by Meteor and an increase at CAS of $405,000 due to increased
activity at the laboratory.  

     The Company's other expenses for the year ended December 31, 1995 were
$71,000 compared to $0 for the comparable period December 31, 1994.  The reasons
for the increase is due to the acquisition of CRI by Meteor. 

     The Company's loss from continuing operations for the year ended December
31, 1995, was $74,000 compared to a loss from continuing operations of $129,000
in the prior year due to the above described items. 

DISCONTINUED OPERATIONS

     CRI had been involved in the production of oil and gas prior to the
transaction with the Company.  Those operations were discontinued and will have
no impact on future operations.  CRI had these operations in subsidiaries.

     In 1995, CRI sold the shares of Saba de Colombia, Inc., a U.S. subsidiary
engaged in the exploration and development of petroleum and natural gas in
Colombia, to a third party.

     In 1995, CRI transferred to Capco Resources, Ltd. and  CAPCO Acquisub, 
Inc., a wholly-owned subsidiary of CAPCO Resources Ltd., all of its holdings 
of Saba Petroleum Company and certain other assets and liabilities. 

     The income from discontinued operations was $441,197 and the gain on
disposition, net of taxes was $1,429,256 for the year ended December 31, 1995. 

                               USE OF PROCEEDS

     The estimated net proceeds from the sale of the 600,000 Shares of Common
Stock and 600,000 Redeemable Warrants offered hereby will be approximately 
                                     21
<PAGE>
$2,515,000 after deducting underwriting discounts and  expenses of the offering
based on an assumed offering price of $5.00 per Share and $.10 per Warrant.  
Such proceeds will be applied substantially as follows:
   
<TABLE>
<CAPTION>
                                                       APPROXIMATE
            APPLICATION OF PROCEEDS                   DOLLAR AMOUNT
    <S>                                                <C>
     Payment of Accounts Payable                        $  200,000
     Repayment of Debt<FN1>                                500,000
     Purchase of Equipment and Inventory                   300,000
     Acquisition of Petroleum Marketing
      Businesses<FN2>                                    1,515,000
                                                        ----------
          Total                                         $2,515,000
__________________
<FN>
<FN1>
Such amounts will be used to either pay down amounts outstanding under one of
the Company's lines of credit from Norwest Business Credit, Inc., or a 
promissory note held by Theron J. Graves.  The line of credit bears interest 
at the prime rate plus 2.0%, is collateralized by trade accounts receivable 
and inventory of the Company's Graves subsidiary, and is due in June 1998.  
As of March 31, 1997, $1,565,000 was outstanding under this line of credit.  
The promissory note to Mr. Graves bears interest at 2% over the prime rate 
and is secured by 50% of the Graves common stock held by the Company.   As of
March 31, 1997, $1,759,000 was outstanding under this promissory note.
<FN2>
Until such funds are actually used to acquire petroleum marketing businesses, 
the Company may use such funds to temporarily pay down the line of credit 
described in Note (1) above. In the event that the Company does not use all 
of the amounts allocated for the acquisition of petroleum marketing 
businesses within 12 months of the date of this Prospectus, the Company 
intends to use such unused funds to enhance its current business through 
capital expenditures (See "BUSINESS -- Petroleum Marketing")
</FN>
</TABLE>
    
     It is expected that the net proceeds from this offering will satisfy the
cash requirements of the Company for a period of approximately 12 months, and
that during that period it will not be necessary for the Company to raise
additional funds, except for further expansion and business opportunities 
not yet defined.

     Any additional proceeds received upon the exercise of the Over-allotment
Option, the Redeemable Warrants and the Underwriter's Warrants to be sold to the
Underwriter will be used for general corporate purposes.

     Pending utilization of the proceeds of this offering, the Company may 
invest such net proceeds in short-term government securities in a 
nondiscretional account of the Company.

                                   BUSINESS
GENERAL

     Meteor Industries, Inc. ("Meteor" or the "Company"), through its wholly-
owned subsidiaries, is engaged in the marketing and distribution of refined
petroleum and related products and provides environmental services.  In 
addition, 
                                      22
<PAGE>
through its Meteor Holdings LLC and Capco Resources, Inc. ("CRI") subsidiaries,
the Company has an interest in Saba Power Company Ltd., which is in the process
of building a power project in Pakistan.
                                  
PETROLEUM MARKETING BUSINESS AND OPERATIONS

     The Company operates its petroleum marketing and convenience store business
primarily from its Farmington, Albuquerque and Las Cruces, New Mexico offices. 
The Company operates this business through Pyramid Stores, Inc. and its two New
Mexico subsidiaries, Hillger Oil Company and Graves Oil & Butane Co., Inc. 

     The commercial/wholesale operations are the largest part of the Company's
business.  This operation has fuel delivery agreements with customers that
include truck stops, retail gasoline service stations, convenience stores,
construction companies, commercial fleet distribution centers, the federal
government, mining companies, and utilities.

     The wholesale operation has distributor agreements with Phillips Petroleum
Company, Sun Oil Company, Conoco, Inc., Texaco, Inc., Diamond Shamrock Corp. and
Fina Oil Company.  These distributor agreements allow the Company to purchase
petroleum products at wholesale prices directly from pipeline terminals and
refineries controlled by these large oil producer/refiners.  The Company is then
authorized to resell those products to its customers.

     The distribution agreements have three-year terms and the Company has one
to two years remaining on its agreements with its primary suppliers, Phillips 66
and Conoco, Inc.  The distribution agreements do not provide for an exclusive
territory and can be terminated by either party upon 30 days notice.  There can
be no assurance that these agreements will not have to be renegotiated or that
they will be renewed.  Although the Company, through its subsidiaries, is one of
the larger and longer standing wholesale distributors of Conoco and Phillips
products in New Mexico, it is possible the Company could lose such contracts. 
In such an event, the Company's operations may be adversely impacted.  Manage-
ment would attempt to persuade the retail outlets the Company supplies to 
switch to another oil company brand with which it has a contract.  The 
Company could also buy and sell fuel as an unbranded independent, however, 
sales volumes and/or margins would likely decrease materially if the Company 
did not have access to branded products.

     Many of the Company's wholesale customers operate retail gasoline service
stations under the banners of the various oil companies.  The banner arrange-
ments require that a retail operator purchase fuel exclusively from a 
distributor, such as the Company who is authorized to sell branded products. 
On occasion the Company has supplied new signage and other improvements to 
retailers so they would switch to a Company brand.  The Company's suppliers 
may subsidize such improvements by providing discounts to the Company or by 
forgiving certain obligations based on the volume of product sold to such 
retailer.

     The Company also markets its products to commercial and governmental
accounts.  The marketing department consists of 11 people.  The marketing
department is primarily responsible for the direct selling efforts of the 
Company and for ensuring that customers accounts are properly serviced.  The 
majority of wholesale revenues come from repeat telephone orders from 
existing customers.  The Company also advertises in trade journals and 
attends industry trade shows in its market.

     The Company's wholesale distribution process is straightforward. The
distribution channel begins with the loading of the Company's trucks at 
pipeline  
                                      23
<PAGE>
terminals or refineries.  When delivered in transport quantities, the trucks
deliver the inventory directly to the wholesale customer with no intermediate
storage of fuel other than trucks en route to a customer.  The distribution
process for bulk fuel products, from pick-up to delivery to customers, is
typically completed in two days or less.

     Most of the Company's wholesale customers in the three major regional
markets, Farmington, Albuquerque, and Las Cruces, have been with the Company for
many years.  No customer accounts for more than 10% of the Company's sales,
however, the loss of one or more major wholesale customers could have a
significant impact on the Company's revenues. 

     The Company's retail operations consist of ownership or leasehold interests
in 22 retail outlets which include service stations, convenience stores and lube
pits.  Sixteen outlets are operated by the Company and six are leased or
subleased to third parties.  The retail operation represents a potential growth
area for the Company.

     The retail outlets sell gasoline, propane and other petroleum products
directly to the general public.  The services provided are those that would
generally be expected to be provided at this type of facility.  The retail
outlets also sell food and tobacco products as a convenience to their 
customers.  Other than at the convenience stores, non-petroleum products 
sales are not a material part of  retail  revenues.  The Company's highest 
volume convenience stores are located in the Las Cruces and Albuquerque 
areas.  The Company intends to expand its convenience store base by 
acquisition and new construction.

     The Company has four automated cardlock facilities.  The cardlock systems
provide 24-hour-per-day access to fuel dispensing facilities for commercial 
fleet customers and customers with automated debit cards.  The cardlock 
systems do not require that a Company employee be present to process the 
fuel purchase.  The cardlock facilities are primarily used by commercial 
fleet operators in order to take advantage of automated transaction process 
technology which allows a user to insert a "user card" activating the fuel 
dispenser and records the transaction.  The Company's strategy contemplates 
increasing the number of cardlock facilities that the Company owns or controls.

     The Company also has retail and commercial propane operations.  In November
1993, Graves reentered the residential propane markets in Farmington, New 
Mexico.  Graves' management and employees have significant experience in the 
propane industry and the Company had a substantial amount of propane 
equipment that was underutilized.  A significant percentage of the homes and 
commercial buildings in the rural areas around Farmington do not have access 
to natural gas lines and must rely on propane for heating.  Management of 
the Company believes that the residential propane market provides a 
significant opportunity for growth.  As of the date of this Prospectus, 
Graves has over 350 residential and over 200 commercial propane customers 
and continues to actively market this product and service.  Recently, Graves 
became a 33% owner of a residential propane company in Albuquerque, 
New Mexico.  Management of Graves is actively seeking other
propane opportunities in Southern Colorado and New Mexico.

SABA POWER COMPANY LTD.

     Saba Power Company Ltd. ("Saba Power") is a limited liability corporation
in Pakistan which was established in early 1995 to pursue development of a power
plant project in Pakistan.  The Government of Pakistan recognized all of the
owners of Saba Power when it accepted the financing documents to which the
Company, through its subsidiary CRI, is a party.  The Company has an 
interest in 
                                        24
<PAGE>
Saba Power, which has a power plant project 40 miles from Lahore, Pakistan. The
Company has two unrelated joint venture partners,  Cogen Technologies of 
Houston, Texas ("Cogen") and Coastal Saba Power Ltd. ("Coastal").  Estimated 
costs for the 125 megawatt plant are approximately $150,000,000.  The project
received a Letter of Support dated September 18, 1994, and an acknowledgment 
of financial closing on April 3, 1996, from the Ministry of Water & Power of 
the Government of Pakistan.  All documentation relating to the project's 
permanent debt financing was approved in May of 1996 and all documentation 
relating to the construction financing was  finalized on or prior to March 4, 
1997.  Limited activities related to the construction of the project were 
commenced in late August of 1996 but were suspended in October.  Construction
activity is again underway and although there can be no assurances, the 
project is expected to be completed in approximately two years.

     At December 31, 1996, the Company, had invested $683,162 in Meteor Holdings
LLC ("MHL") MHL owns an equity interest in Saba Power Company, Ltd. (the "Power
Project") through its ownership of CRI. The investment in the Power Project is
reported using the cost method.  The Company also entered into an agreement with
Saba Petroleum Company ("Saba") whereby Saba, a related party, participated in
the Power Project.  Saba  invested $250,000 in MHL resulting in MHL's total
investment of $933,162 in the Power Project.  Saba owns a .5% interest in the
Power Project through its ownership of 27% of MHL.  The Company owns 1.5% of the
Power Project through its ownership of 73% of MHL.  Saba's .5% interest in the
project is subject to the same terms and conditions as the Company's 1.5%
interest.  These percentages, however, could be reduced in the event that other
shareholders of Saba Power are required to make additional contributions to
equity.

     MHL has obtained the right to sell its interest in Saba Power to an
affiliate of one of the other shareholders for approximately the amount of its
contribution on October 26, 1997, for a period of 120 days. The Company's
investment in the Power Project is not expected to provide any significant cash
flow to the Company for at least three to four years.  Further, if during the
next 2-3 years certain enhancements to the Power Project contracts are not
obtained from the Government of Pakistan, cash flow from the Power Project will
not be earned by or distributed to the Company.

     During 1996, Saba Power Company Ltd. and the shareholders thereof, 
including the Company, completed the final negotiations with the project's 
construction lender and the engineering procurement and construction 
contractor was given a limited release to commence construction activities 
on the project, which was subsequently suspended.  On March 4, 1997, all 
required equity capital was fully subscribed and paid by the partners in the 
form of cash or letters of credit; all documentation fees were paid to the 
Government of Pakistan; and the construction contractor was given a full 
release.  All required consents were obtained from the Government of 
Pakistan, and all defaults were cured. Due to the changing political climate 
in Pakistan and the economic risks involved, the Company's management decided
not to invest additional capital in the project.  All debt and equity 
financing for the Power Project was completed on March 4, 1997, in the total 
amount of over $150,000,000. 

     In connection with this transaction, the Company's co-developer Cogen
Technologies agreed to pay a consulting fee for services provided in 1996,  to
the founding partners, of which MHL's share totals $400,000 with the possi-
bility of receiving up to an additional $350,000 over a three year period if 
certain contract enhancements are obtained from the Government of Pakistan; 
however, there can be no assurance that such enhancements can or will be 
obtained.  MHL  
                                       25
<PAGE>
incurred approximately $124,000 in expenses to outside sources in providing 
these consulting services.  The Company's share of the $276,000 in net 
revenues totals $200,000 by virtue of its 73% ownership of in MHL.
 
     The Company is not required to invest any additional capital related to the
Power Project.  If costs of the project exceed budget and capital is required
then the Company will have the choice of investing more capital or suffering
ordinary dilution to its ownership interest without incurring any penalties.

ENVIRONMENTAL CONSULTING

     Capco Analytical Services Inc.("CAS") is an environmental consulting 
company and analytical laboratory located in California. CAS provides 
environmental consulting services to its customers throughout the Western 
United States including other subsidiaries of Meteor.  In addition, CAS may 
expand the scope of its present activities to include the possible 
acquisition of properties in need of remediation and development.  After 
purchasing a property, CAS would then arrange for remediation services to be 
performed.  After remediation is complete, the property could be developed 
by CAS or sold to a developer.  CAS intends to fund these projects at least 
partially with project capital raised through partnerships and/or other 
private investment vehicles.

     In August of 1996, the company acquired Innovative Solutions and
Technologies, Inc. ("IST"), a small Colorado corporation, which provides
environmental consulting services.  IST was acquired for a nominal cash
consideration.  Through its president and sole employee, IST provides consulting
services to outside clients as well as Meteor and its affiliates.  

INSURANCE

     The Company has a commercial liability policy and an umbrella policy, as
well as other policies covering damage to its properties.  These policies cover
Company facilities, employees, equipment, inventories, and vehicles in all 
states of operation.  While Management believes the Company's insurance 
coverage is adequate for most foreseeable problems, and is comparable with 
the coverage of other companies in the same business and of similar size, 
its coverage does not protect the Company for most liabilities relating to 
damage of the environment.  Such environmental related coverage is generally 
unavailable or available only at a prohibitive cost.

COMPETITION AND MARKETS
  
     The petroleum marketing business is highly competitive.  The Company
competes on the basis of price, service and corporate capabilities.  In all
phases of its operations, the Company encounters strong competition from a 
number of companies, including some very large companies.  Many of these larger
competitors possess and employ financial and personnel resources substantially
in excess of those which are available to the Company.  The Company's marketing
division also competes with integrated oil companies which in some cases own or
control a majority of their own marketing facilities.  These major oil companies
may offer their products to the Company's competitors on more favorable terms
than those available to the Company from its  suppliers. A significant  number
of companies, including integrated oil companies and petroleum products
distribution companies, distribute petroleum products through a larger number of
facilities than the Company.

     The wholesale and commercial distribution of petroleum products is a highly
competitive industry.  This competition generally comes from other privately 
held 
                                       26
<PAGE>
petroleum jobbers operating in the same geographic region as the Company.  The
competition is primarily focused on the government contract and commercial fleet
segments of the business.  The government contract business is awarded via a
lowest sealed bid process and the Company competes heavily with several 
wholesale distributors.  Competition also occurs for the gasoline service 
station customers.  In competing for this segment of the business, a customer
must be convinced to change the "brand" of the station (i.e., convert a 
station or store from Texaco to Phillips 66).  A change of brands can be 
expensive and disruptive to the operations of the gasoline service station 
and therefore does not occur frequently.

     Competition in the retail segment of the gasoline distribution industry is
severe and highly decentralized. Competition comes from numerous gasoline 
service stations that have different brands and from many independent 
unbranded stations. The Company competes for retail customers based on brand 
loyalty and price.  The
Company attempts to develop brand loyalty as a result of the friendly service it
provides to its customers.  To the extent that the customer does not have brand
loyalty, then the Company competes on price.  The Company does not attempt to be
a price leader, but instead changes prices to meet competitive prices.

     The convenience store industry is highly competitive, fragmented and
regionalized.  It is characterized by a few large companies, some medium-sized
companies, and many small independent companies.  Several competitors are
substantially larger and have greater resources than the Company.  The Company's
largest competitors include Seven-Eleven, Diamond Shamrock, Thriftway, and Giant
and other major oil companies that own and operate their own stores in the
Company's market areas such as Texaco and Phillips 66.  The Company also 
competes
with other convenience stores, small supermarkets, grocery stores and major and
independent gasoline distributors who have converted units to convenience 
stores. 
The Company also will encounter competition in attempting to acquire sites for
new stores and existing groups of convenience stores.

     Meteor Industries, Inc. ("Meteor" or the "Company"), through its
wholly-owned subsidiaries, is engaged in the marketing and distribution of
refined petroleum and related products and provides environmental services.  In
addition, through its Capco Resources, Inc. ("CRI") subsidiary, the Company has
an interest in Saba Power Company Ltd., which is in the process of co-developing
a power project in Pakistan, and owns Capco Analytical Services, Inc., which
provides environmental consulting and laboratory analysis services.

ENVIRONMENTAL ISSUES

     Various federal and state statutes are designed to identify environmental
damage, identify hazardous material and operations, regulate operations engaged
in hazardous activities, and establish procedures for remedial action.  The
Company is inspected on a regular basis by both federal and state environmental
authorities.  The Environmental Protection Agency ("EPA") and the State of New
Mexico have instituted environmental compliance regulations designed to prevent
leakage and contamination from underground storage tanks. The Company 
continually
expends capital when complying with changing environmental regulations and
expects to spend about $60,000 a year on environmental compliance.

     The State of New Mexico has established the Ground Water Protection Act for
the clean up of contaminated underground sites.  Under most circumstances, the
Company's exposure is limited to $10,000 per location, beyond which the state
clean-up fund assumes responsibility.   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, includes a provision that 
                                       27
<PAGE>
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.  There can be no assurance that the New Mexico fund will
have sufficient capital, or will agree, to fund remediation of any particular
problem.

     In addition, in connection with Company's purchase of the Graves' common
stock, the Seller agreed to indemnify the Company for seven years against
environmental related problems which may arise from activities conducted prior
to the acquisition.  The indemnification is not effective unless damages exceed
a minimum of $25,000 per year and the maximum aggregate indemnification
responsibility of Seller over the seven years is $8,000,000.

     ENVIRONMENTAL COMPLIANCE.  The Company's Regulated Environmental Activities
are subject to an extensive variety of evolving United States federal, state and
local laws, rules and regulations governing the storage, transportation,
manufacture, use, discharge, release and disposal of product and contaminants
into the environment, or otherwise relating to the protection of the environ-
ment.  A non-exclusive listing of the environmental laws which potentially 
impact the Company's Regulated Environmental Activities is set out below:
 
     RESOURCE CONSERVATION AND RECOVERY ACT OF 1976, AS AMENDED IN 1984 
("RCRA").  The United States Congress enacted RCRA in 1976 and amended it in 
1984.  RCRA
established a comprehensive regulatory framework for the management of hazardous
wastes at active facilities.  RCRA creates a "cradle to grave" system for
managing hazardous wastes.  Those who generate, transport, treat, store or
dispose of waste above certain quantities are required to undertake certain
performance, testing and record keeping.  The 1984 amendments to RCRA known as
"HSWA" increased the scope of RCRA to regulate small quantity hazardous waste
generators and waste oil handlers and recyclers as well as require the
identification and regulation of underground storage tanks in which liquid
petroleum or hazardous substances were stored.  HSWA and its implementing
regulations require the notification to designated state agencies of the
existence and condition of regulated underground storage tanks and impose 
design,
construction and installation requirements; leak detection, presentation,
reporting, and cleanup requirements; tank closure and removal requirements; and
fiscal responsibility requirements.

     COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 
1980
("CERCLA" OR "SUPERFUND") AS AMENDED IN 1982.  CERCLA established the Superfund
program to clean up inactive sites at which hazardous substances had been
released.  Superfund has been interpreted to create strict, joint and several
liability for the costs of removal and remediation, other necessary response
costs and damages for injury to natural resources.  Superfund liability extends
to generators of hazardous substances, as well as to (i) the current owners and
operators of a site at which hazardous substances were disposed; (ii) any prior
owner or operator of the site at the date of disposal; and (iii) waste
transporters who selected such facilities for treatment or disposal of hazardous
substances.  CERCLA allows the EPA to investigate and remediate contaminated
sites and to recover the costs of such activities (response costs), as well as
damages to natural resources, from parties specified as liable under the 
statute. 
CERCLA also authorizes private parties who incur response costs to seek recovery
from statutorily liable parties.  CERCLA was amended by the Superfund Amendments
and Reauthorization Act of 1986 ("SARA").  SARA provides a separate funding
mechanism for the clean up of underground storage tanks. CERCLA excludes
petroleum including crude oil or any fraction thereof, with certain limitations
from the definition of "hazardous substances" for which liability for clean up 
                                       28
<PAGE>
of a contaminated site will attach.  This exclusion also applies to those
otherwise hazardous substances which are inherent in petroleum, but not to those
added to or mixed with petroleum products.

     THE CLEAN WATER ACT OF 1972, AS AMENDED (THE "CLEAN WATER ACT").  The Clean
Water Act establishes water pollutant discharge standards applicable to many
basic types of manufacturing facilities and imposes standards on municipal 
sewage
treatment plants.  The Clean Water Act requires states to set water quality
standards for significant bodies of water within their boundaries and to ensure
attainment and/or maintenance of those standards.  Many industrial and
governmental facilities must apply for and obtain discharge permits, monitor
pollutant discharges and under certain conditions reduce certain discharges.
The Clean Water Act also requires pre-treatment of certain discharges prior to
release into a publicly owned treatment works.

     FEDERAL OIL POLLUTION ACT OF 1990 ("OPA").  The OPA amends the Clean Water
Act and expands the liability for the discharge of oil into navigable waters. 
Liability is triggered by discharge or substantial threat of a discharge of oil
into navigable waters. OPA defines three classes of parties subject to 
liability:
(1) owners, operators, and persons chartering vessels; (2) lessees and permits
of areas where off-shore facilities are located; and (3) owners and operators of
on-shore facilities.

     THE CLEAN AIR ACT OF 1970, AS AMENDED (THE "CLEAN AIR ACT").  The Clean Air
Act required the EPA to establish and ensure compliance with national ambient 
air
quality standards ("NAAQS") for certain pollutants.  The NAAQS generally are to
be achieved by the individual states through state implementation plans 
("SIPs"). 
SIPs typically attempt to meet the NAAQS by, among other things, regulating the
quantity and quality of emissions from specific industrial sources.  As required
by the Clean Air Act, the EPA also has established regulations that limit
emissions of specified hazardous air pollutants and has established other
regulations that limit emissions from new industrial sources within certain
source categories.  The Clean Air Act was amended extensively in 1990, to, among
other things, impose additional emissions standards that must be implemented by
the EPA through regulations.  

     THE TOXIC SUBSTANCES CONTROL ACT OF 1976 ("TSCA").  TSCA authorizes the EPA
to gather information on the risks of chemicals, and to monitor and regulate the
manufacture, distribution, processing, use and disposal of many chemicals.

     THE EMERGENCY PLANNING AND COMMUNITY RIGHT-TO-KNOW ACT ("EPCRA").  EPCRA 
was
passed as a part of SARA.  EPCRA resulted from several widely-publicized events
which focused national attention on the dangers posed by toxic chemicals present
at U.S. industrial facilities.  EPCRA requires emergency planning notification,
emergency release notification, and reports with respect to the storage and
release of specified chemicals.  Industry must provide information to 
communities
regarding the presence of extremely hazardous substances at facilities within
those communities.  

     THE OCCUPATIONAL SAFETY AND HEALTH ADMINISTRATION ACT ("OSHA").  OSHA
regulates exposure to toxic substances and other forms of workplace pollution. 
The Department of Labor administers OSHA.  OSHA specifies maximum levels of 
toxic
substance exposure.  OSHA also sets out a "right-to-know" rule which requires
that workers be informed of, and receive training relating to, the physical and
health hazards posed by hazardous materials in the workplace.

     OTHER STATE AS WELL AS LOCAL GOVERNMENT REGULATION.  Many states have been
authorized by the EPA to enforce regulations promulgated under various federal 
                                       29
<PAGE>
statutes.  In addition, there are numerous other state as well as local
authorities that regulate the environment, some of which impose more stringent
environmental standards than Federal laws and regulations.  The penalties for
violations of state laws vary but typically include injunctive relief, recovery
of damages for injury to air, water or property, and fines for non-compliance.

     REGULATORY STATUS AND POTENTIAL ENVIRONMENTAL LIABILITY.  The operations
and facilities of the Company are subject to numerous federal, state and local
environmental laws and regulations including those described above, as well as
associated permitting and licensing requirements.  The Company regards com-
pliance
with applicable environmental regulations as a critical component of its overall
operation and devotes significant attention to protecting the health and safety
of its employees and to protecting the Company's facilities from environmental
problems.  Management believes that the Company has obtained or applied for all
permits and approvals required under existing environmental laws and regulations
to operate its current business.  In light of coverage of New Mexico's
reimbursement fund and the indemnification of the Company by the Seller,
Management does not believe that any pending or threatened environmental
litigation or enforcement action(s) could materially and adversely affect the
Company's business.  While the Company has implemented, where appropriate,
operating procedures at each of its facilities designed to assure compliance 
with
environmental laws and regulation, given the nature of its business, the Company
always is subject to environmental risks and the possibility remains that the
Company's ownership of its facilities and its operations and activities could
result in civil or criminal enforcement and public as well as private action(s)
against the Company, which may necessitate or generate mandatory clean up
activities, revocation of required permits or licenses, denial of 
application for
future permits, or significant fines, penalties or damages, any and all of which
could have a material adverse effect on the Company.

EMPLOYEE RELATIONS

     The Company employs approximately 160 people, none of whom is represented
by any collective bargaining organizations.  Management considers its employee
relations to be satisfactory at the present time. 

FACILITIES

     The Company owns a 4,300 square foot office building in Farmington, New
Mexico.  This office building plus a 4,400 square foot truck repair shop, two
warehouses totaling 15,800 square feet and an 1,855 square foot three bay 
service
station are located on a 4.7 acre site.  While the above-mentioned buildings are
owned by the Company, they are located on property leased from an affiliated
party.  The Company pays rent of $550 per month on this land and the lease
terminates on September 30, 2018, with two ten year options to extend.  The
Company also owns an additional 2.5 acres adjacent to this property where it
stores moveable above ground fuel tanks. Also, in Farmington, New Mexico, the
Company owns two additional gasoline stations, two fast lube pits, one car 
wash, 
and one cardlock location.  The lube pits and car wash are leased to an
unaffiliated third party, the Company operates three additional cardlock/retail
locations on leased property. 

     In Albuquerque, New Mexico, the Company owns one bulk petroleum storage
facility which includes a 7,200 square foot warehouse on five acres with a rail
spur.  Also, the Company owns a 2,400 square foot convenience store, with a car
wash and quick lube pit in a separate 6,300 square foot building and a propane
distribution and cardlock facility.  The carwash and quick lube pit are leased
to an unaffiliated third party.  This convenience store and related facilities 
                                      30
<PAGE>
are located on 1.6 acres of land.  Also, in Albuquerque, the Company leases two
warehouses and a service station and cardlock facility.   Through joint 
ventures,
the Company owns 50% of a 1,800 square foot convenience store and a one acre
undeveloped convenience store site. 

     In the Las Cruces area, the Company leases an office building, warehouse 
and
bulk plant and seven retail outlets.  The lease relating to such properties is
a ten (10) year lease with three five (5) year options to renew.   The Company
owns one retail outlet in Truth or Consequences, New Mexico that it leases to an
unaffiliated third party.  The Company owns a 3,000 square foot convenience 
store
located in Hatch, New Mexico.

     The Company leases a truck stop in Cortez, Colorado from an affiliated 
party
and subleases the property to an unaffiliated truck stop operator. 

     The Company's CAS subsidiary leases 8,000 square feet of space for its
laboratory in Ventura, California.

     The Company owns a substantial amount of personal property, including above
and below ground tanks located at its bulk plants, service stations and lube 
pits
described above.  It also owns approximately 150 portable above ground 
commercial
fuel tanks, over 750 propane tanks, various automobiles and small trucks, and a
small fleet of tractors with trailers.

LEGAL PROCEEDINGS
   
The Company is a party to certain litigation that has arisen in the normal 
course of its business and that of its subsidiaries.  In the opinion of 
management, none
of this litigation is likely to have a material effect on the Company's 
financial position or results of operations, except that in March 1997, the 
Company agreed
to an out of court settlement with one of its former insurers whereby such
insurer has agreed to pay the Company an amount which, after deducting the
Company's costs and attorney's fees, will result in the Company receiving
approximately $480,000.  The Company received such payment during May 1997.
    
                                 MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

           NAME        AGE            POSITIONS AND OFFICES HELD
     ---------------   ---   -----------------------------------------------
     Edward J. Names    45   President and Director
 
     Ilyas Chaudhary    49   Chairman, Chief Executive Officer and Director

     Dennis R. Staal    48   Secretary/Treasurer and Director

     Paul W. Greaves    44   President of Subsidiaries
  
     There is no family relationship between any Director or Executive Officer
of the Company.

     In connection with the Company's listing on the American Stock Exchange 
the Company has agreed to add two independent directors to its board of
directors within thirty days after the effective date of this Prospectus.
These persons have not yet been identified by the Company.
     Capco Acquisub, Inc. has the right to appoint two directors, however only
one, Ilyas Chaudhary, is currently representing Capco Acquisub, Inc.  The 
Company presently has no committees.
                                       31
<PAGE>
     Set forth below are the names of all Directors and Executive Officers of 
the Company and its major subsidiaries, all positions and offices with the 
Company held by each such  person, the period during which he has served as 
such, and the principal occupations and employment of such persons during at 
least the last five years:

     EDWARD J. NAMES - President and Director.  Mr. Names has been President and
a Director of the Company since 1993.  Mr. Names has extensive experience in
mergers and asset acquisitions as well as small business matters such as 
business
planning, financing, management and contract negotiation.  Mr. Names was
President of Alfa Resources, Inc. and its subsidiaries from 1983 to 1995.  Mr.
Names resigned as President of Alfa Resources, Inc. as of the closing of the CRI
acquisition, but continues to serve as a director of that company.  Alfa
Resources, Inc. is an oil and gas company which files reports pursuant to the
Securities and Exchange Act of 1934.  In 1987, Mr. Names became Special Counsel
to the law firm of Wills and Sawyer, P.C., Denver, Colorado, and maintained that
relationship until December 1992.  Mr. Names was associated with the firm of
Nelson & Harding, Denver, Colorado, from 1980 to 1981, and the law firm of
Schmidt, Elrod & Wills, Denver, Colorado, where he practiced corporate and
securities law and became a Partner in October 1982.  Mr. Names received a
Bachelor of Arts Degree in Economics from the University of Colorado in 1973,
 and
a Juris Doctorate from the University of Denver College of Law in 1980.  He
devotes his full time to the business of the Company and its subsidiaries.

     ILYAS CHAUDHARY - Chairman of the Board, Chief Executive Officer and
Director.  Mr. Chaudhary has been Chairman of the Board, Chief Executive Officer
and a Director of the Company since November 1995.  He has also been an officer
and director of Capco Resources, Inc. ("CRI"), which is now a wholly-owned
subsidiary of the Company, since October 1993.  He has also been a director of
Saba Petroleum Company, a publicly held oil and gas company listed on the
American Stock Exchange, since 1985, and has served as its Chairman of the Board
since 1993.  He has been Saba Petroleum Company's Chief Executive Officer since
1993 and its President since 1994.  Mr. Chaudhary is a director and controlling
shareholder of Capco Resources Ltd., the Company's majority shareholder.  Mr.
Chaudhary has 24 years of experience in various capacities in the oil and gas
industry, including eight years of employment with Schlumberger Well Services
from 1972 to 1979.  Mr. Chaudhary received a Bachelor of Science degree in
Electrical Engineering from the University of Alberta, Canada.

     DENNIS R. STAAL - Secretary and Treasurer and Director.  Mr. Staal has been
Secretary and Treasurer and a Director of the Company since July 1993.  He also
serves as an officer and director of several of the Company's wholly-owned
subsidiaries.  Mr. Staal is a graduate of the University of Nebraska, where he
received a Bachelor of Science degree in Business Administration in 1970.  From
1970 through 1973, he was a CPA with Arthur Andersen & Co.  From 1973 through
1976, he was Controller for the Health Planning Council of Omaha.  From 1977
through 1981, he served as a Director of Wulf Oil Corporation and as President
of such company from 1979 to 1981.  From 1979 through 1982, he served as a
Director of Chadron Energy Corporation, and as Director of the First National
Bank of Chadron.  From 1982 through 1984, he was Chief Financial Officer of High
Plains Genetics, Inc.  From 1986 to 1991, Mr. Staal was Director and President
of Saba Petroleum Company.  Mr. Staal is currently Treasurer of Alfa Resources,
Inc. and an officer and director of its subsidiaries.  From June, 1992 to
September, 1996,  Mr. Staal was President and a Director of Mystique
Developments, Inc., an oil and gas company which files reports pursuant to the
Securities Exchange Act of 1934.  He devotes approximately 80% of his time to 
the
business of the Company and its subsidiaries. 
                                       32
<PAGE>
     PAUL W. GREAVES -  President and Chief Executive Officer of the sub-
sidiaries.  Mr. Greaves has been the President and Chief Executive Officer of
 the
following subsidiaries: Pyramid Stores, Inc. and its subsidiaries, Graves Oil &
Butane Co., Inc. and Hillger Oil Company since in April, 1996.  Prior to working
for the Company, Mr. Greaves held the position of Regional Manager, Rocky
Mountain Region, for Propane Continental of Overland Park, Kansas, from April
1994 to April 1996.  From 1989 until 1994, Mr. Greaves was Director of Business
Development for the Wescourt Group of Denver, Colorado, a petroleum marketing 
and
distribution holding company.  Mr. Greaves devotes his full time to the business
of the Company's subsidiaries described above.
  
EXECUTIVE COMPENSATION
 
     The following information regarding the executive compensation for the
Company's Chief Executive Officer and  President for the fiscal years ended
December 31, 1996, 1995 and August 31, 1994.  No other executive officer 
received
compensation in excess of $100,000 during such periods.
<TABLE>
                    SUMMARY COMPENSATION TABLE
<CAPTION>
                                           Long Term Compensation
                    Annual Compensation    Awards        Payouts
                                                           Securities
                                   Other   Re-             Underlying All
                                   Annual  stricted         Options/  Other
Name and Principal                 Compen- Stock    SARs    LTIP      Compen-
    Position     Year Salary Bonus sation  Award(s)(Number) Payouts   sation
- ---------------- ---- ------ ----- ------  -------  ------- --------- -------
<S>             <C>  <C>    <C>   <C>     <C>      <C>      <C>      <C>
Ilyas Chaudhary  1996 $  -0-   --    --      --          --    --        --  
 Chairman of     1995 $  -0-   --    --      --     100,000    --        --
 Board and
 Chief Executive
 Officer

Edward J. Names  1996 $101,250 --    --      --          --    --     $5,040
 President       1995 $ 78,000 --    --      --     100,000    --     $4,512*
                 1994 $ 62,769 --    --      --          --    --     $3,384*
__________________
* Represents premiums paid on health insurance policies for Mr. Names.
</TABLE>

                   AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                              AND FY-END OPTION/SAR VALUES

                                        SECURITIES
                                        UNDERLYING     VALUE OF UNEXER-
                    SHARES              UNEXERCISED    CISED IN-THE
                    ACQUIRED            OPTIONS SARs   MONEY OPTIONS/
                    ON                  AT FY-END      SARs AT FY-END
                    EXERCISE  VALUE     EXERCISABLE/   EXERCISABLE/
     NAME           (NUMBER)  REALIZED  UNEXERCISABLE  UNEXERCISABLE
- ----------------    --------  --------  -------------  ----------------
Ilyas Chaudhary         -0-       -0-   33,333/66,667  $63,541/$127,084
Edward J. Names         -0-       -0-   33,333/66,667  $63,541/$127,084
                                         33
<PAGE>
EMPLOYMENT ARRANGEMENTS

     EDWARD J. NAMES, President of the Company, entered into a five-year
employment agreement with the Company which became effective in January 1994,
which provides that Mr. Names is required to devote substantially all his work 
time to the Company.  The agreement was amended in November 1995 to provide for
an annual salary of $105,000.  Pursuant to his employment agreement, Mr. Names
is allowed to devote up to 10 hours per month to other business operations
including his duties as a director or officer in other companies including Alfa
Resources, Inc., an oil and gas company of which he is currently a director. 
Absent notice to the contrary from the Company or Mr. Names, the five-year term
of the employment agreement will renew automatically each year.  The Company can
terminate his employment, however, at any time without cause and be obligated
only for one year's salary.  The employment agreement includes a covenant not to
compete which is effective for two years after termination of employment.

     ILYAS CHAUDHARY, Chairman of the Board and Chief Executive Officer of the
Company, presently receives no salary.  

     DENNIS R. STAAL, Secretary/Treasurer of the Company, presently receives an
annual salary totaling $55,000 per year from the Company and a subsidiary. He 
devotes approximately 80% of his time to the business of the Company and its
subsidiaries.

     PAUL W. GREAVES entered into a three year employment agreement with the
Company's subsidiary, Pyramid Stores, Inc. ("Pyramid") which became effective in
April of 1996.  Mr. Greaves is required to devote full time to the business of
Pyramid and its subsidiaries; Graves Oil & Butane Co., Inc. and Hillger Oil
Company.  The agreement calls for a base salary of $80,000 per year plus an
annual bonus of 5% of any increases in earnings before interest, taxes,
depreciation and amortization of Pyramid and its subsidiaries from the prior
year.  The Company may terminate Mr. Greaves's employment at any time, without
cause and be obligated for only six months base salary and accrued but unpaid
bonuses.  The employment agreement includes a covenant not to compete which is
effective for two years after termination of employment.

STOCK OPTION PLAN

     A stock option plan providing for the issuance of incentive stock options
and non-qualified stock options to Meteor's employees was approved by Meteor's
shareholders on April 15, 1993.  Pursuant to the Plan, 500,000 shares of 
Meteor's
$.001 par value Common Stock have been reserved for issuance.  On October 1,
1993, incentive stock options were granted to employees.  As of December 31,
1996, out of these options, options to purchase 41,000 shares were outstanding
(after deducting options which expired as a result of termination of employ-
ment). 
These options are exercisable at $3.00 per share and vest in five equal
installments each year following the date of grant.  They expire ten years after
the date of grant. 

     On February 1, 1994, additional incentive stock options were granted to
employees.  As of December 31, 1996, out of these options, options to purchase
31,300 shares were outstanding (after deducting options which expired as a 
result
of termination of employment).  These options are exercisable at $5.25 per share
and vest in three equal installments each year following the date of grant.  
They
expire ten years after the date of grant. 

     On August 4, 1995, incentive stock options to purchase 10,000 shares each
of Common Stock were granted to Dennis R. Staal, Secretary/Treasurer of Meteor, 
                                     34
<PAGE>
and C. Thomas Houseman, a former Director of Meteor, and an incentive stock
option to purchase 1,000 shares was granted to an employee. These options are
exercisable at $3.00 per share and vest over three years on a pro rata annual
basis following the date of grant. They expire five years after the date of
grant.

     On November 30, 1995, the Board of Directors granted options to Edward J.
Names, President of the Company, and Ilyas Chaudhary, Chairman and Chief
Executive Officer, each to purchase 100,000 shares of Meteor's Common Stock, and
Dennis R. Staal, Secretary/Treasurer of the Company, to purchase 15,000 shares
of Common Stock.  These options are exercisable at $3.50 per share and  vest 
over
a period of three years on a pro rata annual basis following the date of grant.

     In May of 1996, the Board of Directors granted options to Paul W. Greaves
to purchase 50,000 shares of Meteor's Common Stock.  These options are
exercisable at $3.50 per share and vest on a pro rata annual basis over five
years.  These options expire five years after the date of grant.

     In May of 1996, stock options were granted to two employees to purchase an
aggregate of 55,000 shares of Meteor's Common Stock at $3.50 per share.  The
options vest in five equal installments each year following the date of grant. 
These options expire five years after the date of grant. As of the date of this
prospectus only 5,000 of such options remain outstanding. 

     On January 2, 1997, Meteor granted options to four employees to purchase an
aggregate of 20,000 shares of Common Stock at $5.07 per share.  These options
vest over five years and expire on January 2, 2002.

     On February 14, 1997, Meteor granted an option to Dennis R. Staal, 
Secretary
and Treasurer of Meteor, to purchase 25,000 shares of Common Stock at $3.50. 
Also on February 14, 1997, Meteor granted an option to the president of IST, one
of Meteor's subsidiaries, to purchase 5,000 shares of Common Stock at $3.50 per
share.  These options vest over three years on a annual basis and expire five
years from the date of grant.

INCENTIVE EQUITY PLAN

     The Board of Directors adopted the 1997 Incentive Equity Plan of the 
Company
(the "Incentive Plan") on January 2, 1997, subject to approval by the
Stockholders of the Company at the next Annual Meeting.

     The purpose of the Incentive Plan is to enable the company to attract
officers and other key employees and consultants and to provide them with
appropriate incentives and rewards for superior performance.  The Incentive Plan
affords the Company the ability to respond to changes in the competitive and
legal environments by providing the Company with greater flexibility in key
employee and executive compensation than was available through the previously
approved plan or individual stock option agreements.  This plan is designed to
be an omnibus plan allowing the Company to grant a wide range of compensatory
awards including stock options, stock appreciation rights, restricted stock,
deferred stock and performance shares or units.  The Incentive Plan is intended 
to encourage stock ownership by recipients by providing for or increasing their
proprietary interests in the Company, thereby encouraging them to remain in the
Company's employment.  The Incentive Plan has been prepared to comply with all
applicable tax and securities laws, including Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and state and federal tax
laws.
                                   35
<PAGE>
     Subject to adjustment as provided in the Incentive Plan, the number of
shares of Common Stock that may be issued or transferred, plus the amount of
shares of common Stock covered by outstanding awards granted under the Incentive
Plan, shall not in the aggregate exceed 750,000.  The number of Performance 
Units
granted under the Incentive Plan shall not in the aggregate exceed 200,000.  The
number of shares of Common Stock granted under the Incentive Plan to any
individual in any calendar year shall not in the aggregate exceed 100,000.

     To the date of this report, no options, awards or other benefits have been
granted under the Incentive Plan.

CONSULTANTS' OPTIONS

     In November 1995, Meteor granted an option to a consultant to purchase a
total of 100,000 shares of Meteor's Common Stock.  This option was exercisable
at $2.50 per share, but expired unexercised on January 31, 1997.

     On February 14, 1997, Meteor granted options to three consultants to
purchase an aggregate of 130,000 shares of Meteor's Common Stock.  These options
are exercisable at $3.50 per share and expire on February 13, 1998. 

DIRECTOR COMPENSATION

     Directors of the Company do not receive any fees for their services in such
capacity.  However, each Director is reimbursed for all reasonable and necessary
costs and expenses incurred as a result of being a Director of the Company.

          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of May 20, 1997, the stock ownership of
each person known by the Company to be the beneficial owner of five percent or
more of the Company's Common Stock, all Directors individually and all Directors
and Officers of the Company as a group.  Except as noted, each person has sole
voting and investment power with respect to the shares shown. 
<TABLE>
<CAPTION>                                                      
                                                        PERCENTAGE OF CLASS
    NAME AND ADDRESS            AMOUNT OF BENEFICIAL    PRIOR TO    AFTER
    OF BENEFICIAL OWNER              OWNERSHIP          OFFERING    OFFERING
- ---------------------------     --------------------    --------------------
<S>                               <C>                     <C>        <C>
Capco Resources Ltd.               1,745,000<FN1>          50.7%      43.2%
#950, 444 - 5th Avenue, S.W.             
Calgary, Alberta CANADA T0P 2T8

Edward J. Names                      333,973<FN2>          9.7%       8.2%  
216 - 16th Street, Suite 730
Denver, CO 80202

Ilyas Chaudhary                    1,778,333<FN3>         51.7%      43.7% 
#950, 444 - 5th Avenue, SW
Calgary, Alberta CANADA TOP 2T8

Dennis R. Staal                       92,765<FN4>          2.7%       2.3% 
216 - 16th Street, Suite 730
Denver, CO  80202

Adres Chaudhary                      378,000              11.0%       9.4%   
600 Hunter Trail, Suite #4
Glendora, CA 91740
                                    36
<PAGE>
Theron J. Graves                     767,711<FN5>         22.2%      22.2%   
761 South Miller
Farmington, NM  87499

All Executive Officers and         2,220,371<FN6>         64.3%      53.8%     
Directors as a Group
(4 Persons)
__________________
<FN>
<FN1>
Includes 75,000 shares which have been pledged to Capco Resources Ltd. to secure
certain guarantees made to it by NFF, Ltd. and PAMDEN, Ltd. 
<FN2>
Represents 33,240 shares held directly by Mr. Names, 265,000 shares held by NFF,
Ltd., a limited partnership of which he served as general partner; 2,400 shares
held by his wife of which he disclaims beneficial ownership, and 33,333 shares
underlying stock options exercisable within 60 days by Mr. Names.  Of the shares
held by NFF, Ltd., 55,000 have been pledged to Capco Resources Ltd. to secure a
guarantee made by NFF, Ltd.   
<FN3>
Includes 1,745,000 shares of the Company held by Capco Resources Ltd. of which
Mr. Chaudhary is Chairman of the Board, Chief Executive Officer and beneficially
owns over 50% of its outstanding stock and 33,333 shares underlying stock 
options
exercisable within 60 days by Mr. Chaudhary. 
<FN4>
Includes 5,400 shares held by Mr. Staal; 70,000 shares held by PAMDEN, Ltd., a
limited partnership of which Mr. Staal is general partner; 8,432 shares held by
Mystique Resources Company which is wholly owned by PAMDEN, Ltd.; 600 shares 
held
by an IRA and 8,333 shares underlying stock options exercisable within 60 days
by Mr. Staal.  Of the shares held by PAMDEN, Ltd., 20,000 have been pledged to
Capco Resources Ltd. to secure a guarantee made by PAMDEN, Ltd. 
<FN5>
Represents shares of the Company's Common Stock which Mr. Graves presently has
the right to acquire upon the exchange of shares of Graves Preferred Stock held
by him. Following the completion of this offering, the maximum number of shares
of Common Stock which Mr. Graves could receive upon exchange will increase to
896,911.  (See "DESCRIPTION OF SECURITIES.")
<FN6>
Includes 5,300 shares held directly and 10,000 shares underlying stock options
exercisable within 60 days held by Paul W. Greaves, who is President and Chief
Executive Officer of certain of the Company's subsidiaries.
</FN>
</TABLE>

                          CERTAIN TRANSACTIONS

     The Board of Directors of the Company is of the opinion that the terms of
each of these transactions were at least as favorable to the Company as could
have been obtained from unaffiliated parties.  All ongoing and future trans-
actions with affiliates will be on terms no less favorable than those which 
could be obtained from unaffiliated parties. 

TRANSACTIONS INVOLVING THE COMPANY'S OFFICERS AND DIRECTORS

     During 1993, Edward J. Names, Dennis R. Staal, Daniel B. Matter and C.
Thomas Houseman, the Company's founders, purchased a total of 475,500 shares of
the Company's Common Stock for total consideration of $30,750 cash and $800 in
interest expense and services rendered.  In addition, these persons have 
advanced
funds to the Company from time to time.   
                                        37
<PAGE>
     Edward J. Names, President of Meteor, has personally guaranteed debt due to
Norwest Business Credit, Inc., as described above, up to a maximum of $250,000
related to the Graves acquisition and $250,000 related to the Hillger
acquisition.  Mr. Names and Dennis R. Staal, who is Secretary and Treasurer of
Meteor, each have agreed to personally guarantee the debts of Graves and Hillger
to its major suppliers and a debt to a Farmington, New Mexico bank. Capco
Resources Ltd. has agreed to indemnify Edward Names and Dennis Staal relating to
such guarantees. 

     In February, 1997, the Company agreed to sell a total of a 25% interest in
the Hatch Pyramid LLC to Edward J. Names and Dennis R. Staal for a total for
$38,000.  Such investment would be made on the same terms and conditions as the
Company offered and sold a 25% interest to one of Meteor's minority interest
holders.  Hatch Pyramid LLC was formed for the purpose of acquiring and 
operating
a convenience store in Hatch, New Mexico.  The Company retained a 50% interest
in the entity.  In the past the company has sold a 50% interest of two other
limited liability companies to outside investors as part of its expansion plan. 
The Company intends to continue to buy and build convenience stores using money
from outside investors including employees of the Company.  

TRANSACTIONS INVOLVING GRAVES

     On September 28, 1993, the Company acquired all of the issued and out-
standing common stock of Graves Oil & Butane Co., Inc. from its sole share-
holder, Theron J. Graves.  As a result of the transaction, Theron J. Graves
retired as the Company's chief executive officer but agreed to provide 
consulting
services for a period of seven years.  Mr. Graves continues his investment by
holding 1,000,000 shares of convertible cumulative preferred stock of Graves 
with
a liquidation preference of $3,543,500, and a promissory note from the Company
for $2,350,000, which, as of December 31, 1996, had an outstanding balance of
$1,759,000. 

     The structure of the acquisition is summarized below:

    Purchase Price for Common Stock:    $4,100,000

    Cash Paid at Closing:               $1,750,000

    Financing Provided by Seller:       $2,350,000 note with interest at
                                        2% over prime, payable $200,000
                                        (including principal and interest)
                                        every six months and the balance on
                                        October 1, 1997 (the "Note"). This
                                        Note is secured by 50% of the Graves
                                        common stock purchased by the Company.

     Preferred Stock Retained by Seller: 1,000,000 shares of convertible
preferred stock with a total liquidation preference of $3,543,500 and dividends
accruing at a rate of 8% per annum until the date of redemption, which shall be
no earlier than September 15, 2000 (the "Convertible Securities").  In the event
of a default under the promissory note issued to purchase the Graves common
stock, the holders of the Graves Series A Preferred have the ability to elect
 all
the Graves directors.  The Company's preferred stock obligations are secured by
the unencumbered fixed assets of Graves.  These securities are convertible into
common stock of Graves or the Company at the bid price on the date of conversion
or a maximum of 22.2% of the Company, whichever calculation yields fewer 
shares. 
The preferred stock, on conversion, also carries certain piggy-back registration
rights. 
                                    38
<PAGE>
     INDEMNIFICATIONS:  Theron Graves has agreed to indemnify the Company until
September 2000 against all losses and expenses exceeding $25,000 per year up to
a cumulative total of $8,000,000 relating to environmental liabilities 
associated
with the properties of the Company as of the closing date or any inaccuracies in
the representations and warranties in the purchase agreement.

     Prior to the Company's acquisition, Mr. Graves owed approximately $650,000
to Graves.  In connection with the acquisition, Mr. Graves executed two
promissory notes payable on the date the Meteor note to Mr. Graves is due
(October 1, 1997) plus interest at the same rate as the Company's note.  One
promissory note is for $100,000 representing the price of an airplane Mr. Graves
purchased from the Company.  The other promissory note for $550,000 represents
funds advanced to or on behalf of Mr. Graves from time to time over several
years.  This note is collateralized by unimproved real estate Mr. Graves owns in
the Albuquerque, New Mexico area ("Coors Road Property").  If such property is
sold by Mr. Graves, the principal amount of the $550,000 note (up to the amount
of the property's sales price) becomes immediately payable and is to be
discharged by reducing the principal amount of the Company's $2,350,000 note to
Mr. Graves, and the liquidation value of Mr. Graves' preferred stock retained in
Graves Oil, each by one-half the amount accelerated under the $550,000 note.  In
addition, the Company has both (i) a right of first refusal on the entire Coors
Road Property, and (ii) a right to purchase a portion of such property 
sufficient
to build a retail gas station at fair market value, and all or a portion of the
resulting consideration due can be paid by the Company by reducing the $550,000
note from Mr. Graves. 

     The Company leases real estate in Colorado from Mr. Theron Graves and
subleases the property to a truck stop operator.  Graves pays property taxes and
insurance expense on the property.  In addition, the Company leases land from 
Mr.
Graves on which a yard, warehouses and offices are located.  The parties have
entered into an agreement which provides for regular payments of $500 per month
beginning September 1, 1993.  The rent escalates at 5% per annum, the lease term
is 25 years, and the Company has two ten year options to extend such lease.

TRANSACTIONS INVOLVING CAPCO RESOURCES LTD.

     In June 1995, Capco Resources, Inc. ("CRI") purchased 378,000 (as adjusted
for the 8% stock dividend) shares of the Company's Common Stock for $700,000 in
cash.  As a result of this transaction, CRI's parent, Capco Resources Ltd.
("Capco"), became a principal shareholder of the Company.  Immediately prior to 
the acquisition of CRI by the Company, CRI sold all 378,000 shares held by it 
to Adres Chaudhary (who is not related to Ilyas Chaudhary) for the forgiveness
of debt in the amount of approximately $700,000.  CRI offered Adres Chaudhary
this asset to reduce its debt to him.

     In November 1995, the Company issued 1,745,000 shares of its Common Stock
in exchange for all of the outstanding stock of CRI.  The shares of the 
Company's
Common Stock issued in this transaction, which represented approximately 53% of
the shares now outstanding, were issued to a U.S. subsidiary of Capco.  As a
result of this transaction, there was a change in control of the Company and one
of the Company's three directors was replaced by a Capco representative.  The
major assets of CRI included: (i) an interest in Saba Power Company Ltd., which
is involved in the development of a power plant in Pakistan; (ii) all of the
stock of Capco Analytical Services, Inc., a California environmental services
firm; and (iii) a $1,516,000 promissory note from Saba Petroleum Company and
other miscellaneous assets.  Saba Petroleum Company is a publicly-held company
of which Ilyas Chaudhary, the Company's Chief Executive Officer, is an officer,
director and principal shareholder.  The promissory note bears interest at 9% 
and 
                                     39
<PAGE>
is due in 2006.  Subsequent to December 31, 1996, $500,000 has been paid. Capco
has agreed to guarantee the prepayment of such note prior to 2006 and has agreed
to pay an additional 2% interest until the note is fully paid.

     Subsequent to November 1995, all of the assets of CRI, except its interest
in Saba Power Company Ltd., have been transferred to the Company.
 
     In connection with the agreement with Capco, NFF, Ltd. and PAMDEN, Ltd.,
limited partnerships which are controlled by Edward J. Names and Dennis R. 
Staal,
respectively, guaranteed on a limited recourse basis the representations and
warranties of the Company in the agreement.  To secure these guarantees, NFF,
Ltd. and PAMDEN, Ltd. pledged 55,000 and 20,000 shares, respectively, to Capco.
 
     Also in connection with this agreement a subsidiary of Capco agreed to
indemnify Edward J. Names and Dennis R. Staal against any liability they may
incur as a result of the personal guarantees they have given in order to assist
the Company and its subsidiaries. 

TRANSACTION WITH SABA PETROLEUM COMPANY

     On December 27, 1996, the Company entered into an agreement with Saba
Petroleum Company concerning the ownership of Meteor Holdings LLC.  The 
terms for
this agreement are set forth in this report under "ITEM 1. DESCRIPTION OF
BUSINESS -- SABA POWER COMPANY LTD."  Ilyas Chaudhary is President, Chief
Executive Officer and a Director of Saba Petroleum Company, which is listed on
the American Stock Exchange.  Mr. Chaudhary is also a principal shareholder of
Capco Resources, Ltd., which owns a majority of the stock of Saba Petroleum
Company and Meteor Industries, Inc.
  
CONFLICTS OF INTEREST

     All of the Company's Officers and Directors have been in the past and may
continue to be active in other business with other companies and on their own
behalf.  These activities could give rise to potential conflicts with the
interests of the Company.  The Company's officers, directors, and other
management personnel are subject to the doctrine of corporate opportunities only
insofar as it applies to business opportunities in which the Company has
indicated an interest, either through its proposed business plan or by way of an
express statement of interest contained in the Company' minutes.  Pursuant to a
resolution of the Board of Directors of the Company, the Officers are required
to make available to the Company any business opportunity relating to the
wholesale and retail distribution of refined petroleum products which comes to
the attention of any such Officer, and the Company shall have a right of first
refusal with regard to such opportunity.  A second resolution of the Board of
Directors sets forth that if a business opportunity relating to the wholesale
 and
retail distribution of refined petroleum comes to the attention of a Director 
and
specifically is presented to the Director in his capacity as such, it must be 
disclosed to the Company and made available to it.  No Officer or Director owes
a fiduciary duty to another entity similar to the duty owed to the Company
regarding business opportunities related to services and products provided 
by the
Company. 

     A majority of the disinterested Directors may reject a corporate 
opportunity
for various reasons.  If the Company rejects an opportunity, then any Director
or Officer may avail himself or themselves of such opportunity.  In addition, if
an opportunity is presented to the Company, and one or more of the Company's
Officers or Directors has an interest in the opportunity, the opportunity will
be reviewed at a meeting of the Board of Directors and the interested 
Director(s)
will not vote on issues relating to such opportunity. 
                                     40
<PAGE>
     The Board of Directors has not yet adopted any resolutions related to other
aspects of the Company's business. 

                            DESCRIPTION OF SECURITIES

COMMON STOCK

     The Company's Articles of Incorporation authorize the issuance of 
10,000,000
shares of Common Stock, $.001 par value.  Each record holder of Common Stock is
entitled to one vote for each share held on all matters promptly submitted to 
the
stockholders for their vote.  Cumulative voting for the election of directors is
not permitted by the Articles of Incorporation.

     Holders of outstanding shares of Common Stock are entitled to such 
dividends
as may be declared from time to time by the Board of Directors out of legally
available funds; and, in the event of liquidation, dissolution or winding up of
the affairs of the Company, holders are entitled to receive, ratably, the net
assets of the Company available to stockholders after distribution is made 
to the
preferred stockholders, if any, who are given preferred rights upon 
liquidation. 
Holders of outstanding shares of Common Stock are, and all unissued shares when
offered and sold will be, duly authorized, validly issued, fully paid, and
nonassessable.  To the extent that additional shares of the Company's Common
Stock are issued, the relative interests of the existing stockholders may be
diluted.

REDEEMABLE WARRANTS

     The following discussion of certain terms and provisions of the Redeemable
Warrants is qualified in its entirety by reference to the Warrant Agreement (as
hereinafter defined) and also the detailed provisions of the form of Warrant
attached to the Warrant Agreement between the Company and American Stock 
Transfer
& Trust, Inc. (the "Warrant Agent").

     Each Redeemable Warrant entitles the holder to purchase, at a price of 
$____
subject to adjustment, one share of Common Stock at any time commencing on the
date of this Prospectus until ________, 1999 (two years from the date of this
Prospectus).  The Company may redeem the Redeemable Warrants at $.10 per Warrant
upon 30 days' prior written notice in the event that the Common Stock has traded
above 150% of the exercise price of the Redeemable Warrants for 10 consecutive
trading days ending not more than ten days prior to the mailing of the notice of
redemption.

     For purposes of determining the daily trading price of the Company's Common
Stock, if the Common Stock is listed on a national securities exchange, is
admitted to unlisted trading privileges on a national securities exchange, or is
on NASDAQ, then the last reported sale price of the Common Stock on such 
exchange
or NASDAQ each day shall be used.  If the Common Stock is not so listed on such
exchange or system or admitted to unlisted trading privileges then the average
of the last reported bid prices reported by the OTC Bulletin Board each day 
shall
be used to determine such daily trading price.

     The Redeemable Warrants may only be redeemed if a current registration
statement is in effect.  Any Warrant holder who does not exercise prior to the
redemption date, as set forth in the Company's notice of redemption, will 
forfeit
the right to purchase the shares of Common Stock underlying the Redeemable
Warrants and, after the redemption date, any outstanding Redeemable Warrants 
will
become void and be of no further force or effect.  If the Company does not 
redeem 
the Redeemable Warrants, such Warrants will expire, become void and be of no 
                                      41
<PAGE>  
further force or effect on conclusion of the exercise period.  All of the
Redeemable Warrants must be redeemed if any are to be redeemed.

     The Redeemable Warrants have been issued pursuant to a Warrant Agreement
between the Company and the Warrant Agent.  The Company has authorized and
reserved for issuance the shares of Common Stock issuable upon exercise of the
Redeemable Warrants.  When delivered, all shares of Common Stock issued upon
exercise of the Redeemable Warrants will be duly and validly authorized and
issued, fully paid and nonassessable, and no preemptive rights or rights of 
first refusal will exist with respect thereto.

     Redeemable Warrants may be exercised upon surrender of the Warrant
certificate on or prior to its expiration date (or earlier redemption date) at
the offices of American Securities Transfer & Trust, Inc., the Warrant Agent,
with the form of "Election to Purchase" on the reverse side of the Warrant
certificate completed and executed as indicated, accompanied by payment of the
full exercise price (by certified check or bank check payable to the order of 
the
Company) for the number of shares with respect to which such Warrant is being
exercised.

     The exercise price of the Redeemable Warrants and the number of shares to
be obtained upon exercise of such Warrant are subject to adjustment in certain
circumstances including a stock split of, or stock dividend on, or a sub-
division,
combination, or recapitalization of the Common Stock.  In the event of
liquidation, dissolution or winding up of the Company, holders of the Redeemable
Warrants, unless exercised, will not be entitled to participate in the assets of
the Company.  Holders of the Redeemable Warrants will have no voting, 
preemptive,
liquidation or other rights of a shareholder, and no dividends will be declared
on the Redeemable Warrants.

PREFERRED STOCK

     The Company's Articles of Incorporation authorize the issuance of 
10,000,000
shares of Preferred Stock, $1.00 par value.  The Board of Directors of the
Company is authorized to issue the Preferred Stock from time to time in series
and is further authorized to establish such series, to fix and determine the
variations in the relative rights and preferences as between series, to fix
voting rights, if any, for each series, and to allow for the conversion of
Preferred Stock into Common Stock.  At present, no Preferred Stock is issued or
outstanding or contemplated to be issued.

SECURITIES OF SUBSIDIARY

     The Company's Graves subsidiary has authorized 1,000,000 shares of $.01 par
value common stock, all of which is issued, outstanding and owned by the 
Company. 
Graves also has authorized 1,000,000 shares of Series A Preferred Stock, all of
which are issued, outstanding and held by Theron J. Graves, the former 100%
shareholder of Graves.  (See "CERTAIN TRANSACTIONS --Transactions Involving
Graves.")  The Graves Series A Preferred Stock has a liquidation value of 
$3.5435
per share, accrues a dividend of 8% per year, and is redeemable at liquidation
value plus accrued dividends by the holder any time after September 15, 2000. 
The
Graves Series A Preferred Stock is convertible into either the common stock of
Meteor or the common stock of Graves at the option of the holder.  The 
conversion
rate is based on the bid price of the common stock, if a trading market exists,
but the total common shares issued on conversion of all preferred stock cannot
exceed 22.2% of the issuing company's outstanding common stock.  The obligations
of Graves under the Series A Preferred Stock is secured by the fixed assets of
Graves.  In the event of a default under the Meteor promissory note issued to
purchase the Graves common stock, the holders of the Graves Series Preferred 
have 
                                     42
<PAGE> 
the ability to elect all the Graves Directors.  The holder of the common stock
received on conversion is entitled to certain rights to have such common stock
registered for sale.

PRIOR UNDERWRITER'S WARRANTS

     In connection with the Company's initial public offering, the Company 
issued
to the managing underwriter warrants to purchase shares of Common Stock (the
"Prior Underwriter's Warrants").  These warrants were exercisable to purchase
approximately 30,250 shares of Common Stock at a price of approximately 
$3.40 per
share through January 13, 1999.  The exercise price of the Prior Underwriter's
Warrants and the number of shares of Common Stock underlying such warrants was
subject to adjustment under certain circumstances to prevent dilution to the
holders in the event of stock dividends, stock splits, stock combinations or 
upon
a sale of assets, merger or consolidation.

     Holders of the shares of Common Stock underlying the Prior Underwriter's
Warrants had the right to join in any registration statement or offering filed
by the Company under the Securities Act of 1933 to register the Prior
Underwriter's Warrants and underlying securities for a period of seven years 
from
January 14, 1994.  In addition, for a period of five years from January 14, 
1994,
the Company agreed, upon request of the holders of not less than fifty percent
of the Prior Underwriter's Warrants or underlying securities, to file, not more
than once, a registration statement or offering statement under Regulation A
registering or qualifying the underlying shares at the Company's expense.  All
expenses of such registration or qualification (except for underwriting
commissions and expense) are the responsibility of the Company.

     In March 1996, the Company and the holders of the Prior Underwriter's
Warrants agreed to reduce the number of shares issuable upon exercise of such
warrants to 17,000 and reduce the exercise price on those warrants to $1.00 per
share.  The holders of the Prior Underwriter's Warrants also agreed to eliminate
the demand registration rights and the anti-dilution provisions of the 
warrants. 
As of the date of this Prospectus, 10,000 warrants have been exercised and 7,000
remain outstanding.  

PRIVATE PLACEMENT WARRANTS

     In February and March 1997, the Company sold warrants to purchase up to
130,000 shares of Common Stock as part of a private placement.  These warrants
are exercisable at $5.00 during the period from March 28, 1998 until March 27,
1999.

REPORTS TO INVESTORS

     The Company intends to provide holders of its securities with annual 
reports
containing financial statements.  The Company also will issue quarterly or other
interim reports to its stockholders as it deems appropriate.

TRANSFER AGENT

     American Securities Transfer & Trust, Inc., 938 Quail Street, No. 101,
Lakewood, Colorado 80215, serves as the transfer and warrant agent for the 
Common
Stock and Redeemable Warrants of the Company.

SHARES ELIGIBLE FOR FUTURE SALE
   
     Of the 3,440,228 shares of Common Stock presently outstanding, approx-
imately 441,128 may be traded without registration or further registration 
under 
                                       43
<PAGE>
most circumstances.  The remaining approximately 2,999,100 shares are 
"restricted
securities" as defined by Rule 144 under the Securities Act of 1933, as amended,
and may in the future be resold by existing shareholders under that rule.  In
general, Rule 144 provides that a person (or persons whose shares are 
aggregated)
who has satisfied a one-year holding period may, under certain circumstances,
sell within any three-month period a number of securities which does not exceed
the greater of 1% of the then outstanding Common Stock or the average weekly
trading volume of the class during the four calendar weeks prior to such sale. 
Rule 144 also permits, under certain circumstances, the sale of securities,
without any limitation, by a person who is not an affiliate of the Company and
who has satisfied a three-year holding period.

     Of the approximately 2,999,100 restricted shares of Common Stock
outstanding, all but 510,000 shares are presently eligible for resale under Rule
144.  Of those 510,000 shares 270,000 will become eligible in June of 1997 and
140,000 will become eligible in the first quarter of 1998. The Company has 
agreed
to register 640,000 shares of restricted Common Stock some of which are not yet
eligible for resale under Rule 144, and intends to file a registration statement
for this purpose within three to nine months of the completion of this offering.
    
     In addition to the above, the Company's Graves subsidiary has outstanding
shares of preferred stock which may be exchanged for shares of the Company's
Common Stock.  Such preferred stock may presently be exchanged for up to 756,830
shares of the Company's Common Stock and following this offering may be 
exchanged
for up to 896,911 shares of the Company's Common Stock.  Upon the exchange of 
any
of this preferred stock, Theron J. Graves, who owns all of the preferred stock,
would have piggy-back registration rights with respect to such shares.

     Officers, Directors and record shareholders who own 5% or more of the
Company's outstanding Common Stock have agreed not to sell, publicly transfer or
assign more than 5,000 shares each, and 25,000 shares in the aggregate, of the
approximately 2,508,000 shares of Common Stock beneficially owned by them for 
a period of one year from the date of this Prospectus without the prior written
consent of the Underwriter. 

                                 UNDERWRITING

     The Underwriters listed below (the "Underwriters") have agreed, subject to
the terms and conditions set forth in the Underwriting Agreement between the
Company and Westport Resources Investment Services, Inc., as Representative of
the Underwriters, to purchase from the Company the number of shares of Common
Stock and Redeemable Warrants set forth opposite their names as follows:

    NAME OF UNDERWRITER       NUMBER OF SHARES  NUMBER OF REDEEMABLE WARRANTS
- ----------------------------  ----------------  -----------------------------

Westport Resources Investment
Services, Inc.




   

     TOTAL                         600,000                600,000

     The Underwriters propose to offer the Common Stock and Redeemable Warrants
to the public at the initial public offering prices set forth on the cover page 

                                    44
<PAGE>
of this Prospectus and to selected dealers at that price less a concession of 
not
more than $______ per share of Common Stock and $___ per Redeemable Warrant. 
After the commencement of this Offering, the offering price and other selling
terms may be changed.  The Underwriters have informed the Company that they do
not intend to confirm sales to any accounts for which they exercise 
discretionary
authority.  The Common Stock and Redeemable Warrants will be offered by the
Underwriters when, as, and if delivered to and accepted by the Underwriters and
subject to their right to reject orders or cancel sales in whole or in part and
subject to approval of certain legal matters by legal counsel and to various
other conditions. 

     The Company has granted to the Representative an option, exercisable not
later than 45 days after the date of this Prospectus, to purchase up to 90,000
additional shares of Common Stock and/or 90,000 Redeemable Warrants at the same
offering prices less underwriting discounts and the nonaccountable expense
allowance described below.  The Representative may exercise this option only for
the purpose of covering overallotments that it makes in the sale of the
securities.  If purchased, the Underwriters will sell the additional shares of
Common Stock and Redeemable Warrants on the same terms as those on which the
600,000 shares of Common Stock and 600,000 Redeemable Warrants are offered.

     The Company has agreed to pay the Representative a nonaccountable expense
allowance of 3% of the gross proceeds of this Offering, including any additional
proceeds derived from the exercise of the overallotment option, and has made
advance payments totaling $20,000 against this obligation.  The Company and the
Representative have agreed to indemnify each other and related persons against
certain liabilities, including liabilities under the federal securities laws,
and, if such indemnifications are unavailable or are insufficient, the Company
and the Representative have agreed to damage contribution arrangements between
them based upon the relative benefits received from the Offering and the 
relative
fault resulting in such damages. Such relative benefits and relative fault would
be determined in legal actions among the parties.  Under such contribution
arrangements, the maximum amount payable by the Representative would be the
public offering price of the securities underwritten and distributed by the
Representative.

     Commencing one year from the date of this Prospectus, the Company will pay
the Representative a fee of 3% of the aggregate price of Redeemable Warrants
solicited by it, if (i) the market price of the Company Common Shares on the 
date
the Redeemable Warrant is exercised is greater than the then exercise price of
the Redeemable Warrants; (ii) the exercise of the Redeemable Warrant was
solicited by a member of the NASD who is so designated in writing by the holder
exercising the Redeemable Warrant; (iii) the Redeemable Warrant is not held in
a discretionary account; (iv) disclosure of compensation arrangements was made
both at the time of the offering and at the time of the exercise of the
Redeemable Warrant; and (v) the solicitation of the exercise of the Redeemable
Warrant was not in violation of Rule 10b-6 promulgated under the Exchange Act. 

     The Company has agreed not to sell any additional securities for one year
after the date of this Prospectus without the Representative's prior written
consent, and not to sell or issue any Common Stock, warrants or options to
Officers, Directors or record shareholders who own 5% or more of the Company's
outstanding stock for a period of one year from the date of this Prospectus
without the consent of the Underwriter.  In addition, each of the Officers,
Directors, and record shareholders who own 5% or more of the Company's
outstanding stock have agreed not to sell, without the Representative's prior
written consent, more than 5,000 of the shares of Common Stock owned by them as
of the date of this Prospectus, for a period of one year from the date of this
Prospectus.  Such sales shall not aggregate more than 25,000 shares.
                                       45
<PAGE>
     The Company has agreed, upon completion of this Offering, to issue to the
Representative, for $100.00, Representative's Warrants to purchase 60,000 shares
of Common Stock and 60,000 Redeemable Warrants.  The exercise price for the
Representative's Warrants will be 125% of the offering price per share of the
Common Stock sold in this Offering and $.125 per Redeemable Warrant, and the
Representative's Warrants will be exercisable at any time during the four year
period commencing one year after the date of this Prospectus. The Redeemable
Warrants will be exercisable to purchase one share of Common Stock at the same
exercise price as the Redeemable Warrants sold to the public until two years
after the date of this Prospectus.  The Representative's Warrants contain 
certain
demand registration rights.  The demand registration rights contained in the
Representative's Warrants are for a term of four years beginning one year after
the effective date of this Prospectus.  Following the exercise of the demand
registration rights, the Representative's Warrants provide for piggyback
registration rights for any unsold securities, until five years after the
effective date of this Prospectus.


                                  LEGAL MATTERS

     The legality of the securities of the Company offered will be passed on for
the Company by Krys Boyle Freedman Scott &  Sawyer, P.C., 600 Seventeenth 
Street,
Suite 2700, South Tower, Denver, Colorado 80202.  Jon D. Sawyer, a principal in
such firm, beneficially owns 5,400 shares of the Company's Common Stock.  
The law
firm of William M. Prifti, Esq, Lynnfield Woods Office Park, 220 Broadway, 
Suite 
204, Lynnfield, Massachusetts 01940, has acted as legal counsel to the
Representative in connection with certain legal matters relating to this
offering.

                                     EXPERTS

     The consolidated financial statements of Meteor Industries, Inc. as of
December 31, 1996 and 1995 and for the years then ended, included in this
Prospectus and in the Registration Statement have been included herein in
reliance upon the report of Coopers & Lybrand, L.L.P., independent accountants,
given upon the authority of that firm as experts in accounting and auditing.

     The financial statements of the Company for the years ended August 31, 1995
and 1994, included in this Prospectus and in the Registration Statement, have
been audited by Squire & Woodward, P.C., Certified Public Accountants, and are
included herein in reliance on the authority of such firm as experts in
accounting and auditing.

     The financial statements of Capco Resources, Inc. included in this
Prospectus and in the Registration Statement, to the extent and for the periods
set forth in their report appearing elsewhere herein, have been audited by Price
Waterhouse, Chartered Accountants and are included herein in reliance on the
authority of such firm as experts in accounting and auditing.











                                46

<PAGE>
                           INDEX TO FINANCIAL STATEMENTS
                                                                       Page(s)


METEOR INDUSTRIES, INC. FINANCIAL STATEMENTS
   
Report of Independent Accountants . . . . . . . . . . . . . . . . . . .  F-1
Consolidated Balance Sheets - March 31, 1997 (unaudited) December 31,
 1996 and 1995. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-2 
Consolidated Statements of Operations - For the Three Months Ended March
 31, 1997 and 1996 (unaudited) and For the Years Ended December 31,
 1996 and 1995. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-4
Consolidated Statement of Shareholders' Equity - For the Three Months
 Ended March 31, 1997(unaudited) and For the Years Ended December 31,
 1996 and 1995. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-5
Consolidated Statements of Cash Flow - For the Three Months Ended March
 31, 1997 and 1996 (unaudited) and For the Years Ended December 31,
 1996 and 1995. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-6
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . .  F-8
    
Independent Auditors' Report. . . . . . . . . . . . . . . . . . . . . .  F-22
Consolidated Balance Sheets - August 31, 1995 and 1994. . . . . . . . .  F-23
Consolidated Statements of Income - August 31, 1995 and 1994. . . . . .  F-25
Consolidated Statements of Stockholders' Equity - August 31,
  1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-26
Consolidated Statements of Cash Flow - August 31, 1995 and 1994 . . . .  F-27
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . .  F-29


CAPCO RESOURCES, INC. FINANCIAL STATEMENTS

Auditor's Report. . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-40
Consolidated Balance Sheet - December 31, 1994 and 1993 . . . . . . . .  F-41
Consolidated Statement of Operations and Retained Earnings (Deficit)
- - year end December 31, 1994 and 1993 . . . . . . . . . . . . . . . . .  F-42
Consolidated Statement of Changes in Financial Position - year end
December 31, 1994 and 1993. . . . . . . . . . . . . . . . . . . . . . .  F-43
Notes to Consolidated Financial statements. . . . . . . . . . . . . . .  F-44
<PAGE>
<PAGE>
               Report of Independent Accountants
                                   



To the Board of Directors
 of Meteor Industries, Inc.:



We have audited the consolidated balance sheets of Meteor Industries, Inc., as
of December 31, 1996 and 1995 the related consolidated statements of operations,
shareholders' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our 
responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. 
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Meteor
Industries, Inc. as of December 31, 1996 and 1995, and the consolidated results
of its operations and its cash flows for the years then ended, in conformity 
with
generally accepted accounting principles.

As discussed in Note 17, the accompanying 1995 financial statements have been
restated.



/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.



Denver, Colorado
April 24, 1997
















                               F-1<PAGE>
<PAGE>
                               METEOR INDUSTRIES, INC.
                            CONSOLIDATED BALANCE SHEETS 


                                      ASSETS
   

                                        March 31     December 31    December 31
                                          1997          1996            1995   
                                      (Unaudited)
       

CURRENT ASSETS
  Cash and cash equivalents            $   692,595   $   151,992   $    95,150
  Restricted cash                        1,249,436       928,355       541,964  
  Accounts receivable-trade, net of
   allowance                             5,033,584     5,134,276     4,232,071
  Accounts receivable, related party       138,664       109,149        48,000
  Notes receivable, related party          766,700       736,045       156,962 
  Inventory                              1,252,482     1,221,729     1,332,642
  Deferred tax asset                         2,991            --       149,824
  Other current assets                     169,042       206,401       151,103 

          Total current assets           9,305,494     8,487,947     6,707,716

Property, plant and equipment, net       8,180,489     8,277,368     8,568,392 

Other assets
 Notes receivable, related party         1,048,654     1,598,430     2,202,210
 Investments in closely held businesses  1,290,665     1,285,407       409,141
 Other assets                              724,561       784,579       661,737 

          Total other assets             3,063,880     3,668,416     3,273,088
       

               TOTAL ASSETS            $20,549,863   $20,433,731   $18,549,196
                                   









                                Continued on next page
      



                                   







                                 F-2<PAGE>
<PAGE>
                       METEOR INDUSTRIES, INC.
                         CONSOLIDATED BALANCE SHEETS
                             (Continued)


                LIABILITIES AND SHAREHOLDERS' EQUITY 


                                        March 31     December 31   December 31
                                          1997          1996          1995      
                                      (Unaudited)

CURRENT LIABILITIES
 Accounts payable, trade              $ 3,191,495   $ 3,512,257   $ 2,870,045
 Bank overdraft                                --       170,308        71,657
 Current portion, long-term debt        2,104,604     2,176,357       561,048
 Accrued expenses                         275,014       212,940       196,909 
 Taxes payable                            899,837       730,034       946,102
 Revolving credit facility              1,812,629     2,141,027     2,275,512
        
     Total current liabilities          8,283,579     8,942,923     6,921,273  

Long-term debt                            414,351       445,774     2,194,773

Deferred tax liability                  1,744,954     1,773,240     1,893,579 
    
Minority interest in subsidiaries       4,252,333     4,151,903     3,615,398

     Total liabilities                 14,695,217    15,313,840    14,625,023

Commitments and contingencies
 (Notes 11, 12 and 13)

SHAREHOLDERS' EQUITY 
 Common stock, $.001 par value;
  authorized 10,000,000 shares,
  3,440,228, 3,310,138 and
  3,024,903 shares issued and
  outstanding, respectively                 3,440          3,310        3,025
  Paid-in capital                       3,180,843      2,660,973    1,927,338   
  Retained earnings                     2,670,363      2,455,608    1,993,810  

       Total shareholders' equity       5,854,646      5,119,891    3,924,173 
   
      TOTAL LIABILITIES AND
      SHAREHOLDERS' EQUITY            $20,549,863    $20,433,731  $18,549,196 







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


                                        F-3


<PAGE>
                              METEOR INDUSTRIES, INC.
                CONSOLIDATED STATEMENTS OF OPERATIONS

                               For the Three Months          For the Year
                                  Ended March 31           Ended December 31
                                1997          1996         1996        1995
                              (Unaudited) (Unaudited)

 
Net sales                     $13,852,540  $13,385,539  $59,984,499  $9,828,092
Cost of sales                  11,628,471   10,829,923   49,644,010   7,373,304

     Gross profit               2,224,069    2,555,616   10,340,489   2,454,788

Selling, general and admin-
 istrative expenses             1,972,452    1,961,050    8,269,292   2,243,612
Depreciation                      219,515      221,089      849,607     151,709
  
   Total expenses               2,191,967    2,182,139    9,118,899   2,395,321

 Income from operations            32,102      373,477    1,221,590      59,467

Other income and (expenses) 
 Interest income                  101,441       54,701      361,271      28,047
 Interest expense                (115,153)    (127,700)    (474,136)    (91,621)
 Gain (loss) on sale of assets     17,500       31,105       34,323     ( 7,460)
 Other                            480,807           --           --          -- 

     Total other income
       and (expenses)             484,595      (41,894)     (78,542)    (71,034)
           
Income (loss) from continuing
 operations before income taxes
 and minority interest            516,697      331,583    1,143,048     (11,567)

 Income tax (expense) benefit     201,512       62,979     (394,745)      1,470

Income (loss) from continuing 
  operations before minority
  interest                        315,185      268,604      748,303     (10,097)

Minority interest                 100,430       95,316     (286,505)    (63,544)
 
Income (loss) from continuing
  operations                      214,755      173,288      461,798     (73,641)
                                  
Discontinued operations:
  Income from discontinued
  operations (net of applicable
  income taxesof $452,620)             --           --           --     441,197
  Gain on disposal of discontinued
   operations (net of applicable
   taxes of $100,000)                  --           --           --   1,429,256 
             
      Net income               $  214,755   $  173,288   $  461,798 $ 1,796,812

Income (loss) per common share
 from continuing operations    $      .06   $      .06   $      .15 $      (.15)

Net income per common share    $      .06   $      .06   $      .15 $      3.67

The accompanying notes are an integral part of the financial statements.
                                 F-4<PAGE>
<PAGE>
                               METEOR INDUSTRIES, INC.
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
               For the Years Ended December 31, 1996 and 1995 and
                   the Three Months Ended March 31, 1997 (Unaudited)

     
                                              Additional
                              Common  Stock   Paid-In    Retained
                              Shares  Amount  Capital    Earnings     Total


Balance - January 1, 1995       100   $  100 $  511,920 $  196,998 $  709,018
Stock issued and restated
for reverse acquisition   3,022,803    2,923  1,411,420             1,414,343

Stock issued during
the year                      2,000        2      3,998                 4,000 
     
  Net income                                             1,796,812  1,796,812
                       
   
Balance - December 31,
1995                      3,024,903    3,025  1,927,338  1,993,810  3,924,173


Stock issued during
the year                 285,235      285    733,635               733,920 
     
  Net income                                               461,798    461,798

Balance - December 31,
1996                      3,310,138    3,310  2,660,973  2,455,608  5,119,891

Stock issued during 
the period (unaudited)      130,000      130    519,870               520,000

  Net income (unaudited)                                   214,755    214,755
      
Balance - March 31, 
1997 (unaudited)          3,440,138   $3,340 $3,180,843 $2,670,363 $5,854,646
 




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











                                F-5<PAGE>
<PAGE>
                               METEOR INDUSTRIES, INC.
                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                               For the Three Months          For the Year
                                  Ended March 31           Ended December 31
                                1997          1996         1996        1995
                              (Unaudited) (Unaudited)

Cash flows from operating
 activities:
 Net income                    $ 214,755    $ 173,288  $  461,798   $1,796,812
 Adjustments to reconcile net
  income to net cash provided
  by operating activities:
 Depreciation and amortization   219,515      221,089     849,607      159,416 
 (Gain)/loss on disposal of
  property & equipment           (17,500)     (31,105)    (34,323)       7,460
 Deferred income taxes           (31,277)    (182,723)      5,269       (1,470)
 Minority interest               100,430       95,316     286,505       63,544 
 Other                                --           --     (11,486)          -- 
 Changes in assets and liabil-
  ities, net of effects from
  reverse acquisitions        
 (Increase)/decrease in accounts
  receivable                      71,177     (130,557) (1,018,354)    (127,762)
 (Increase)/decrease in
  inventories                    (30,753)     (78,566)    110,913      (32,022)
 (Increase)/decrease in other
  current assets                  37,359      (48,545)    (55,298)      22,297 
 Increase in accounts payable   (320,762)     759,486     642,212      289,544
 Increase/(decrease)in accrued
   liabilities                    62,074       46,916      10,247     (113,889)
 Increase/(decrease) in taxes
   payable                       169,803      107,067    (216,068)      60,115
 (Increase)/decrease in other
   assets                         46,170      (75,302)   (219,069)       8,207 
  Discontinued operations             --           --          --      (31,160)

  Net cash provided by operating
   activities                    520,991      856,364     841,953    2,101,092

Cash flows from investing
 activities
 Cash proceeds from sale of
   property                       34,893       31,105     116,885           --
 Purchases of property and
   equipment                    (126,181)    (125,809)   (253,202)     (57,003)
 Loans to related parties             --           --     (68,220)  (1,516,000)
 Net cash from reverse
   acquisition                        --           --          --      537,853
 Investment in closely held
   business                       (5,258)          --    (876,266)    (401,999)
  Note receivable payments       519,121       48,970     158,188       58,556

  Net cash provided (used)
   by investing activities       422,575      (45,734)   (922,615)  (1,378,593)



                                     F-6

<PAGE>
                     METEOR INDUSTRIES, INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Continued)      


                               For the Three Months          For the Year
                                  Ended March 31           Ended December 31
                                1997          1996         1996        1995
                              (Unaudited) (Unaudited)

Cash flows from financing activities
 Borrowings on revolving
  credit facilities           14,523,606   12,431,661  56,203,123    7,734,473 
 Payments on revolving
  credit facilities          (14,852,004) (13,188,226)(56,337,608)  (7,922,104) 
 Increase in bank overdraft     (170,308)     (71,657)     98,651       71,657
 Borrowings on long-term debt   (103,176)          --     133,727       82,215 
 Sale of minority interest
  in subsidiary                       --           --     250,000           -- 
 Payments on long-term debt           --      (56,511)   (582,417)     (56,903)
 Proceeds from common stock
  issued                         520,000           --     733,920        4,000  
 Restricted cash                (321,081)     110,069    (386,391)    (541,964)
 Insurance Proceeds                   --           --      24,499           -- 
     
Net cash provided (used)by
 financing activities           (402,963)    (774,664)    137,504     (628,626)
 
Net increase (decrease) in
 cash and equivalents            540,603       35,966      56,842       93,873

Cash and equivalents, beginning
 of period                       151,992       95,150      95,150        1,277

Cash and equivalents, end
 of period                    $ 692,585     $ 131,116  $  151,992   $   95,150


NON CASH INVESTING AND FINANCING ACTIVITIES

Acquisition of CRI by
 issuance of stock accounted
 for as a reverse acquisition                     
  Property, plant & equipment $      --    $       --  $      --    $2,066,503
  Deferred taxes              $      --    $       --  $      --    $ (805,936)
  Stockholders' equity        $      --    $       --  $      --    $1,260,567

Acquisition of property
 with debt                    $      --    $       --  $ 315,000    $       --
Accounts receivable replaced
 with note receivable         $      --    $       --  $  55,000    $       --

Other operating cash flow information:

Cash paid for taxes           $       --     $      --   $ 537,600    $   34,152
Cash paid for interest        $   68,075     $  70,097   $ 485,531    $   53,005

   The accompanying notes are an integral part of the financial statements.
    
                                F-7<PAGE>
<PAGE>
                                METEOR INDUSTRIES, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      

NOTE 1  -- SUMMARY OF 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 wholesale and
retail distributor of petroleum products primarily in northern New Mexico,
Colorado, Arizona and Utah. Graves also operates retail 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 wholesale and retail
distributor of petroleum products primarily in southern New Mexico and
Arizona. In addition, Hillger operates and owns through a subsidiary, Hatch
Pyramid LLC, retail gasoline and convenience stores in southern New Mexico.
Capco Resources, Inc. ("CRI"), is a holding Company involved in the
development of a power project in Pakistan. The acquisition of CRI was
accounted for as a reverse acquisition with CRI treated as the acquirer (See
Note 15). The historical accounts of CRI are reflected in the 1995 financial
statements for the full year.  Information for Meteor is included since
November 2, 1995, the date of acquisition.  In 1996 the Company transferred
its ownership of CRI to Meteor Holdings LLC ("MHL"). Innovative Solutions and
Technologies, Inc. ("IST") is involved in  providing environmental consulting. 
Capco Analytical Services, Inc. ("CAS") is involved in providing laboratory
analysis.

PRINCIPLES OF CONSOLIDATION AND ORGANIZATION - 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 including its wholly owned subsidiary Hatch Pyramid LLC, CAS and
IST and Meteor's 73% owned subsidiary, Meteor Holdings LLC. All significant
intercompany transactions and balances have been eliminated in consolidation.

USE OF ESTIMATES - The preparation of the Company's consolidated financial
statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the amounts
reported in these financial statements.  Actual results may differ from these
estimates.

CASH AND CASH EQUIVALENTS - Cash and cash equivalents include certificates of
deposit with original maturity dates of 3 months or less or cash in local
banks. 

RESTRICTED CASH - The Company has revolving bank credit facilities which
require the use of depository accounts from which collected funds are
transferred to the lender.  The lender then applies these collections to the
revolving credit facilities.  These accounts are controlled by the lender.

INVENTORIES - Inventories are stated at the lower of cost or market. 
Inventories of petroleum products, greases and oils, and related products are
stated at weighted average cost for Hillger and the last in first out (LIFO)
basis for Graves. Sundries inventories are valued by the retail method and
stated on the first in, first out (FIFO) basis which is lower than market. 
Approximately $324,000 of inventory is valued using the LIFO method.


                               F-8

<PAGE>
PROPERTY AND EQUIPMENT - Property and equipment are stated at cost; major
renewals and improvements are charged to the property and equipment accounts;
while replacements, maintenance and repairs which do not improve or extend the
lives of the respective assets, are expensed currently.      

At the time property and equipment are retired or otherwise disposed of, the
asset and related accumulated depreciation accounts are relieved of the
applicable  amounts. Gains or losses from retirements or sales are credited or
charged to income.

REVENUE RECOGNITION - Revenue from product sales is recognized when the
product  is delivered. Revenue from services is recognized when the services
are performed and billable.

DEPRECIATION - Depreciation is recorded principally on the straight-line
method at rates based on the estimated useful lives of the assets.  The
estimated useful lives are as follows:

             DESCRIPTION                                   LIVES
       --------------------------                      -------------
       Buildings and improvements                      5 to 40 years  
       Equipment                                       5 to 20 years

COST IN EXCESS OF NET ASSETS ACQUIRED AND OTHER INTANGIBLES - The Company
continually monitors its costs in excess of net assets acquired (goodwill) and
its other intangibles to determine whether any impairment of these assets has
occurred. In making such determination with respect to goodwill, the Company
evaluates the performance using cash flows, on an undiscounted basis, of the
underlying businesses which gave rise to such amount. With respect to other
intangibles, which include the cost of license agreements, covenants not to
compete and organization costs, the Company bases its determination on the
performance using cash flows, on an undiscounted basis, of  the related
products.  The Company's goodwill results from the acquisition of Hillger. The
assets acquired in these transactions continue to contribute a significant
portion of the Company's net revenues and earnings.

Substantially all costs in excess of net assets (goodwill) of subsidiaries
acquired are being amortized on the straight-line method over fifteen years.

Other intangibles, which include the costs of license agreements, covenants
not to compete and organization costs are being amortized over five years
using the straight-line method.

INCOME TAXES - Income taxes are provided for the tax effects of transactions
reported in the financial statements and consist of taxes currently due plus
deferred taxes related primarily to differences between the basis of certain
assets and liabilities for financial and tax reporting. The deferred taxes 
represent the future consequences of those differences, which will either be
taxable or deductible when the assets and liabilities are recovered or
settled.

ENVIRONMENTAL EXPENDITURES - Expenditures that relate to current operations
are expended or capitalized as appropriate for each expenditure. Whenever an
expenditure relates to an existing condition caused by past operations and
does not contribute to future revenues, the expenditure is expensed currently. 
Liabilities are recorded when remedial efforts are probable and the cost can
be reasonably estimated.


                               F-9
<PAGE>
EARNINGS PER SHARE - Earnings per common and common equivalent share are
computed by dividing  the net income by the weighted average number of common
shares outstanding. The number of shares used in the earnings per share
computation for 1996 is 3,184,397 and for 1995 is 489,035.  The 1995 number of
shares reflects CRI's equivalent share activity for ten months and Meteor
share activity from the date of the reverse acquisition.
   
UNAUDITED INTERIM FINANCIAL INFORMATION -  The consolidated balance sheet at
March 31, 1997, the consolidated statements of operations and cash flows for
the three month interim periods ended March 31, 1997 and 1996 and the
consolidated statement of stockholders' equity for the three month interim
period ended March 31, 1997,  have been prepared by the Company without audit. 
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, necessary to fairly present the interim financial
information have been made.  The results of operations for interim periods are
not necessarily indicative of the operating results of a full year or of
future years.
    
NOTE 2 -- PROPERTY AND EQUIPMENT

The major classifications of property and equipment are as follows:

                                            1996           1995  
                 DESCRIPTION               AMOUNT         AMOUNT   
           --------------------------    ----------    -----------      
           Land                          $1,326,349    $ 1,334,374 
           Buildings and improvements     1,378,282        899,089
           Equipment                      6,512,753      6,511,294
                                                  
                                          9,217,384      8,744,757
                  
           Accumulated depreciation        (940,016)   (   176,365)

           Net property and equipment    $8,277,368    $ 8,568,392

NOTE 3 -- NOTES RECEIVABLE - RELATED PARTIES

The Company has two outstanding notes receivable from its minority interest
shareholder (100% preferred stockholder of Graves) in the amounts of $550,000
and $100,000.  The $550,000 note is due October 1, 1997, and is collateralized
by real estate. However, if the collateral is sold prior to satisfaction of
this note, then one half of the lesser of the outstanding balance or the sale
proceeds of the assets will be applied to reduce the liquidation preference of
the preferred stock (discussed in Note 7), and the remaining one half will be
applied to reduce the note payable to the minority interest shareholder. 
Interest is receivable semiannually and is determined at each anniversary
based on Citibank of New York prime plus 2%.  The interest rate at December
31, 1996 and 1995, was 10.25% and 10.50%, respectively.  The $100,000 note is
unsecured and is due October 1, 1997, with interest accrued from September 28,
1994.  Interest is computed semiannually at Citibank of New York prime plus
2%, being 10.25% and 10.50% at December 31, 1996 and 1995, respectively. 
Accrued interest receivable at December 31, 1996 and 1995, totaled $45,793 and
$36,210, respectively.

The Company has a note receivable from another subsidiary of Capco Resources
Ltd. (a 57% owner of the Company)  in the amount of $1,516,000 due April 1,
2006.  Interest is receivable semiannually at a rate of 9%. 


                               F-10
<PAGE>
NOTE 4 -- INVESTMENTS IN CLOSELY HELD BUSINESSES

The Company owns 50% of the Graves Rio Rancho No. 1 Ltd. Co.  The investment
was acquired in May 1994.  The Company reports its investment in this limited
liability company using the equity method.  The carrying value was $133,263 at
December 31, 1996. This investment is not publicly traded. 

The Company owns 50% of the Coors Pyramid L.L.C.  The investment was acquired
in June, 1996.  The Company reports its investment in this limited liability
company using the equity method.  The carrying value was $153,680 at December
31, 1996.  This investment is not publicly traded.  
The Company owns 33% of American L.P., Ltd.  The investment was acquired in
December 1995, for $100,014.  The Company reports its investment in this
limited liability Company using the equity method.  This investment is not
publicly traded.  The carrying value was $65,302 at December 31, 1996.

At December 31, 1996, the Company, had invested $683,162 in Meteor Holdings
LLC ("MHL") MHL owns an interest in Saba Power Company, Ltd. (the "Power
Project"). The investment in the Power Project is reported using the cost
method.  The Company also entered into an agreement with Saba Petroleum
Company ("Saba") whereby Saba, a related party, participated in the Power
Project.  Saba  invested $250,000 in MHL resulting in MHL's total investment
of $933,162 in the Power Project.  Saba owns a .5% interest in the Power
Project through its ownership of 27% of MHL.  The Company owns 1.5% of the
Power Project through its ownership of 73% of MHL.  Saba's .5% interest in the
project is subject to the same terms and conditions as the Company's 1.5%
interest.  These percentages, however, could be reduced in the event that
other shareholders of Saba Power are required to make additional contributions
to equity.

MHL has obtained the right to sell its interest in Saba Power to an affiliate
of one of the other shareholders for approximately the amount of its contri-
bution on October 26, 1996, for a period of 120 days. The Company's investment
in the Power Project is not expected to provide any significant cash flow to
the Company for at least three to four years.  Further, if during the next 2-3
years certain enhancements to the Power Project contracts are not obtained
from the Government of Pakistan, then cash flow from the Power Project will
not be earned by or distributed to the Company.

During 1996, Saba Power Company Ltd. and the shareholders thereof, including
the Company, completed the final negotiations with the project's construction
lender and the engineering procurement and construction contractor was given a
limited release to commence construction activities on the project, which was
subsequently suspended.  On March 4, 1997, all required equity capital was
fully subscribed and paid by the shareholders; in the form of cash or letters
of credit; all documentation fees were paid to the Government of Pakistan; the
construction contractor was given a full release.  All required consents were
obtained from the Government of Pakistan, and all defaults were cured. Due to
the changing political climate in Pakistan and the economic risks involved,
the Company's management decided not to invest additional capital in the
project.  All debt and equity financing for the Power Project was completed on
March 4, 1997, in the total amount of over $150,000,000.

In connection with this transaction, the Company's co-developer, Cogen Tech-
nologies,  agreed to pay a consulting fee for services provided in 1996,  to
the founding partners, of which MHL's share totals $400,000 with the
possibility of receiving up to an additional $350,000 over a three year period
if certain contract enhancements are obtained from the Government of Pakistan; 

                               F-11
<PAGE>
however, there can be no assurance that such enhancements can or will be
obtained.   MHL incurred approximately $124,000 in expenses to outside sources
in pro-viding these consulting services.  The Company's share of the $276,000
in net revenues totals $200,000 by virtue of its 73% ownership of in MHL.

The Company is not required to invest any additional capital related to the
Power Project.  If costs of the project exceed budget and capital is required
then the Company will have the choice of investing more capital or suffering
ordinary dilution to its ownership interest without incurring any penalties.

NOTE 5  -- REVOLVING CREDIT FACILITY

Revolving Credit Facility at December 31, consisted of the following:

                                            1996         1995
                                                  ----------     ----------
$3,000,000 revolving bank credit facility,
payable to Norwest Business Credit, Inc.,
bearing interest at Norwest Bank Minnesota,
N.A., base rate plus 2.0% (10.25% and 11.25%
at December 31, 1996 and 1995, respectively),
due June 1999.  Collateralized by trade
accounts receivable and inventory of Graves       $1,861,189     $2,039,944

$1,500,000 revolving bank credit facility,
payable to Norwest Business Credit, Inc.,
bearing interest at Norwest Bank Minnesota,
N.A., base rate plus 2% (10.25% and 10.75%
at December 31, 1996 and  1995, respectively),
due June 30, 1999.  Collateralized by trade
accounts receivable and inventory of Hillger         279,838        235,568

The revolving bank credit facility agreements require the Company to maintain
certain net worth and performance ratio levels and meet certain financial
reporting requirements.  As discussed in Note 1, payments on these loans are
made through collateral cash accounts in the name of the lender. The unused
borrowing base at December 31, 1996, was $938,606.

Hillger was in default in its net worth requirement in December, 1996, Hillger
received a waiver of this default.  Graves and Hillger were in default of
certain financial reporting requirements for which waivers were obtained.  

NOTE 6 -- LONG-TERM DEBT
                                   
Long-term debt at December 31, consisted of the following:

                                            1996        1995
                                                  ----------    ----------
Note payable to Theron Graves, semiannual
payments of $200,000 including interest at
prime plus 2% (10.25% and 10.75% at December
31, 1996 and 1995, respectively), collateral-
ized by half of Graves common stock, matures
October 1997.                                     $1,759,139    $1,955,663

Note payable to First National Bank of
Farmington, monthly payments of $19,000
including interest at prime plus 2% (10.25%

                               F-12
<PAGE>
and 10.75% at December 31, 1996 and 1995,
respectively) collateralized by mortgage on
buildings and land, matures January 1998.            211,872       388,048

Note payable to Norwest Business Credit, Inc.,
monthly payments of $10,417 plus interest at
Norwest Bank of Minnesota, N.A. base rate plus
3.0% (11.25% and 11.75% at December 31,
1996 and 1995, respectively), collateralized by
property and equipment, due June 1998.               187,494       312,498

Note payable to The Spot, quarterly payments of
$14,326 plus interest at 7.00%, collateralized
by mortgage on building and land, matures
December, 2003.                                      315,000            --   

Note payable to unaffiliated third party
annual payout of $20,000 with no interest
and no collateral, matures June, 2000.
non-compete agreements                                60,000            --

Note payable to Ford Motor Credit, monthly
payments of $329 including interest at 11.9%,
collateralized by equipment, matures
December, 1999.                                        9,919        12,459     

Note payable to GMAC, monthly payments
of $257, including interest at 9.95%,
collateralized by equipment, matures
April, 2000.                                           8,533           --

Note payable to GMAC, monthly payments
of $387, including interest at 9.95%,
collateralized by equipment, matures
April, 1999.                                           9,330            --

Note payable to GMAC, monthly payments
of $604, including interest at 10.12%,
collateralized by equipment, matures
December, 1999.                                       18,681        23,754

Leases payable (Note 14)                              42,163        63,399

     Total                                         2,622,131     2,755,821

Current portion                                   (2,176,357)     (561,048)

     Long-term debt                                $ 445,774    $2,194,773
                                                  
The following is a schedule by years of the repayment of long-term debt:

            PERIOD ENDING
            DECEMBER 31,                      AMOUNT
            -------------                      ----------
                1997                           $2,176,357
                1998                              161,973             
                1999                                68,795     


                               F-13
<PAGE>
                2000                               58,453
                2001                               50,464
                Remaining                         106,089                      
             
                Total                          $2,622,131

             
NOTE  7 -- MINORITY INTEREST IN SUBSIDIARIES

The Series A Convertible Preferred Stock of Graves, is limited voting stock
and is entitled to cumulative annual dividends at a rate of 8% of the
liquidation value.  These securities are convertible into common stock of
Graves or Meteor at the bid price on the date of conversion or 22.2% of Meteor
based on whichever calculation yields fewer shares.  The record holder has the
right to vote on matters which affect the rights of the class and to elect two
of the seven members of Graves' board of directors.  In the event of default
under the Meteor promissory note issued to purchase the Graves common stock,
the holder of the Series A Convertible Preferred Stock has the ability to
elect all of the Graves directors.  The Company may at any time redeem all or
any portion of the Series A Convertible Preferred Stock outstanding at an
amount equal to the liquidation value plus all accrued and unpaid dividends. 
At any time after September 15, 2000, the record holder shall have the right
to have the Company redeem all or any portion of the shares outstanding at the
price stated above.  No dividends have been declared by the board of
directors.  Dividends in arrears amount to $945,192 and  $685,075 as of
December 31, 1996 and 1995, respectively.  The minority interest is recorded
at its discounted value in the amount of $3,825,903.  Dividends and accretion
of the preferred stock discount are reflected in minority interest on the
income statement.

The Company owns 73% of MHL which owns 100% of Capco Resources, Inc.  The
minority interest of 27% is recorded at its cost basis of $326,000.

NOTE 8 -- INCOME TAXES

The provision for income taxes from continuing operations consists of the
following components:

                                       1996        1995
                                            --------     -------
            Current tax expense             $359,476     $     0
            Deferred tax expense (benefit)    35,269      (1,470)

            Total provision (benefit)       $394,745     $(1,470)

                                             
The following reconciles the tax provision with the expected provision
obtained by applying federal and state statutory rates to pretax income (loss)
from continuing operations:

                                        1996         1995
                                            --------     -------
            Expected tax provision          $445,789     $(3,933)
            Nondeductible expenses             4,407       2,425
            Benefit of operating
              loss carryforwards)            (40,107)         --
            Other                            (15,344)         38 
 
            Total provision                 $394,745     $(1,470)   
                               F-14
<PAGE>
The deferred tax asset (liability) in the accompanying balance sheet includes
the following components:

                                         1996        1995
                                            ------------ -----------
Current:
 Deferred tax asset(liability), federal     $    (5,042) $   130,616
 Deferred tax asset (liability), state             (742)      19,208
 
  Net current deferred asset (liability)    $    (5,784) $   149,824

Noncurrent:
 Deferred tax liability, federal            $(1,535,934) $(1,650,812)
 Deferred tax liability, state                 (237,306)    (242,767)

  Net noncurrent deferred tax liability     $(1,773,240) $(1,893,579)

  Net deferred tax liability                 (1,779,024)  (1,743,755)
   
Components of deferred income taxes at December 31, were as follows:

                                          1996        1995
                                            -----------  -----------
     Deferred tax asset
      Accounts receivable                   $    82,776  $    80,272
      Net operating loss carryforwards               --       40,170
      Other                                      23,764       29,382

       Total deferred tax liability             106,540      149,824

     Deferred tax liability:
      Depreciation and amortization         $(1,773,240) $(1,893,579)
      Inventory                                (112,324)          --  
                                            
       Total deferred tax liability          (1,885,564)  (1,893,579)

       Net deferred tax liability            (1,779,024)  (1,743,755)
           
NOTE 9 -- DEFINED CONTRIBUTION PLAN

Graves adopted a 401(k) profit sharing plan effective January 1, 1994.
Excluded from the plan are employees whose employment is governed by a
collective bargaining agreement that includes retirement benefits. 
Contributions to the plan are voluntary through a salary reduction agreement
up to a maximum of 15% of compensation.  Matching contributions and other
additional contributions may be made by the employer at the employer's
discretion. No contributions were made for the year ended December 31, 1995
and contributions for the year ended December 31, 1996, were $17,014. 

Hillger adopted a 401(k) profit sharing plan effective April 1, 1994. No
employees are excluded from the plan.  Contributions to the plan are voluntary
through a salary reduction agreement up to a maximum of 15% compensation. 
Matching contributions and other additional contributions may be made by the
employer at the employer's discretion.  For the years ended December 31, 1996
and 1995, Hillger's contribution was $13,056 and $4,346, respectively. 



                               F-15

<PAGE>
NOTE 10 -- RELATED PARTY TRANSACTIONS

The Company used space, telephone and secretarial services of a corporation
controlled by officers of the Company.  Expenses are paid by the Company as
invoiced.  At December 31, 1996 and 1995, amounts payable to related parties
were $-0- and $21,256, respectively.  These services were discontinued in
1996.

The following are transactions that occurred with the minority interest (100%
preferred stockholder) in Graves Oil & Butane Co., Inc.:

The Company leases certain real estate from the preferred stockholder.  For
the years ended December 31, 1996 and 1995, rents paid were $54,643 and
$9,102, respectively.

The Company has land, buildings, and equipment in Springerville, Arizona, and
equipment in St. Johns, Arizona, which were used by a relative of the
preferred stockholder.  The Company did not charge for the use of its
properties but received revenue from the sale of its products.  During the
years ended December 31, 1996 and 1995, revenues reported amounted to $56,612
and  $56,864, respectively.  The properties are now closed and the Company is
in the process of selling the land, buildings, and equipment.

The Company sells its products to other entities controlled by the preferred
stockholder.  During the years ended December 31, 1996 and 1995, revenues
reported amounted to $1,018,928 and $224,425, respectively. 

The preferred stockholder is indebted to the Company on two notes totaling
$650,000 as described in Note 3.  Interest receivable at December 31, 1996 and
1995, was $45,793 and $36,210, respectively.  Interest earned during the years
ended December 31, 1996 and 1995, was $66,790 and $11,677, respectively. 

The Company is indebted to the preferred stockholder for $1,759,139 as
described in Note 6.  Interest payable at December 31, 1996 and 1995, was
$45,078 and  $54,903, respectively.  Interest expense during the years ended
December 31, 1996 and 1995, for this note was $193,369 and  $36,602,
respectively. 

The Company has entered into a consulting agreement with the preferred
stockholder which provides for payments of $1,500 per month and the use of a
vehicle; fuel for such vehicle; a personal automobile; health, life,
disability, and automobile insurance; and reimbursement of various expenses
including club dues.  During the years ended December 31, 1996 and 1995, the
fees paid were $27,232 and $3,570, respectively. 

NOTE 11 -- ENVIRONMENTAL PROTECTION EXPENDITURES

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 

                               F-16
<PAGE>
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  re-
quirements 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 may have limitations on any potential contamination
liabilities as well as claims for reimbursement from third parties.  During
the period ended December 31, 1996 and 1995, the Company expended $31,167 and
$5,876, respectively,  for site assessment and related cleanup costs. 
Included in other assets at December 31, 1996 and 1995, are unreimbursed costs
from the State of New Mexico of $125,761 and $94,593, respectively. 

NOTE 12 -- COMMITMENTS AND CONTINGENCIES

The Company is contingently liable for certain costs associated with leasehold
improvements made by a supplier on property of customers of Graves.  The
liability for the costs is amortized over a five-year period with the Company
becoming responsible for payment to the supplier if fuel purchases fail to
meet certain volumes.  At December 31, 1996 and 1995, the Company was
contingently liable for $11,462 and $31,175, respectively, in unamortized
costs.  Future losses, if any, cannot be estimated at this time.

The Company has in escrow 400,000 shares in a Canadian corporation and a
$150,000 cash deposit related to the sale of a subsidiary in 1995.  Both the
deposit and the shares are subject to reduction depending on various factors
related to the subsidiary sale.  The Company has not recognized any gain or
asset related to the escrow items.

The Company is a co-signer on the Phillips Performance Fund, Inc. note for
$504,982 for its 50% owned equity investment in Coors Pyramid LLC. 

NOTE 13 -- OPERATING LEASES

The Company has entered into various noncancelable leases for land, buildings
and equipment with terms ranging from 3 to 15 years.  Under most leasing
arrangements, the Company pays the property taxes, insurance, maintenance, and
expenses related to the leased property.  Total rent expense under operating
leases for the years ended December 31, 1996 and 1995, was $771,716 and 
$123,723, respectively.

Minimum future obligations on leases in effect at December 31, 1996, are: 

           December 31, 1997                      $   759,000 
           December 31, 1998                      $   753,000
           December 31, 1999                      $   705,000 
           December 31, 2000                      $   663,000 
           December 31, 2001                      $   665,000
           Thereafter                             $ 2,145,000   

Annual minimum future rental payments have not been reduced by $42,000 of
sublease rentals to be received in the future under non-cancelable subleases.

NOTE 14 -- CAPITAL LEASES

As of December 31,  leased property under capital leases by major classes was
as follows:
                               F-17
<PAGE>
                                         1996        1995
                                               ----------   ---------
     Buildings and improvements                $  18,141    $  18,141
     Equipment                                   119,600      106,292
     Accumulated amortization                    (69,492)     (44,350)

        Net leased property                    $  68,249    $  80,083

The following is a schedule by years of future minimum lease payments under
capital leases together with the present value of the net minimum lease
payments as of December 31, 1996:

           December 31, 1997                          $ 32,785      
           December 31, 1998                             5,670
           December 31, 1999                             3,832             
           December 31, 2000                             3,832
           December 31, 2001                             2,875       

           Total minimum lease payments                 48,994             
           Less: amount representing interest            6,831                

           Present value of minimum lease payments    $ 42,163
           
NOTE 15 - BUSINESS COMBINATION

Effective November 2, 1995, Meteor Industries, Inc. acquired 100% of the
issued and outstanding common stock of Capco Resources Inc. ("CRI") in
exchange for 1,745,000 shares of Meteor common stock.  The shares were valued
at $2.51 each for a total consideration of $4,379,950.  The $2.51 value was
determined using the market price of the Company's stock at the date of the
transaction and averaging that with a recent private placement.  The
acquisition was treated as a reverse acquisition of Meteor by CRI.
Accordingly, the results of operations of CRI are included in the accompanying
financial statements since January 1, 1995.  The results of operations of
Meteor are included in the accompanying financial statements since the date of
the acquisition.  The total cost of the acquisition by CRI exceeded the book
value of Meteor by $2,066,503. The excess was allocated to property and
equipment based on appraised value and will be depreciated over the estimated
remaining useful lives of the assets.  The unaudited results of operations on
a pro forma basis for the year ended December 31, 1995 are as follows:  

       Revenues                                            $57,721,328
       Income (loss) from continuing operations            $  (285,335)
       Income (loss) per share                             $      (.16)

NOTE 16 -- STOCK OPTION AND INCENTIVE EQUITY PLAN

The Company has adopted the disclosure requirements of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS
No. 123").  Pro forma disclosures as if the Company adopted the expense
recognition requirements under SFAS No. 123 in 1996 are presented below.

A stock option plan providing for the issuance of incentive stock options and
non-qualified stock options to the Company's key employees was approved by the
Company's stockholders on April 15, 1994.  Pursuant to the plan, 500,000
shares of the Company's $.001 par value common stock have  been reserved for
issuance.  Options must be granted at prices not less than 100% of fair market
value at the time the option is granted.  Options issued to each employee vest
in equal installments on the anniversary dates of the date  the options were 

                               F-18
<PAGE>
granted. No options have been exercised.  The Company's common stock options
were granted at exercise prices equal to, or in excess of, market prices on
the grant dates, and therefore no compensation cost was recognized.  The
majority of the options outstanding at December 31, 1996 will vest by December
31, 1998.

A summary of the status of the Company's stock option plans as of December 31,
1996 and 1995, is presented below:
                                        1996                     1995
                             ------------------------  -----------------------
      
                                          WEIGHTED                 WEIGHTED
                                          AVERAGE                  AVERAGE
                              SHARES   EXERCISE PRICE  SHARES   EXERCISE PRICE
                             -------   -------------- -------   --------------
Outstanding at beginning
 of year                     312,400       $  3.60    108,000      $  3.90
Granted                      105,000       $  3.50    236,000      $  3.46
Exercised           
Forfeited                    (54,100)      $  3.63   ( 31,600)     $  3.54
     
Outstanding at end
 of year                     363,300       $  3.57    312,400      $  3.60

Options exercisable
 at Year-End                 123,934       $  3.66     28,400      $  3.95

Options Available for
 Future Grant                136,700           N/A    187,600          N/A

                            NUMBER OF       EXERCISE PRICE
DATE OPTIONS GRANTED        OPTIONS         PER SHARE        VESTING PERIOD
- --------------------        ---------       --------------   --------------
October 1, 1993              41,000           $  3.00           5 years
February 1, 1994             31,300           $  5.25           3 years 
August 4, 1995               21,000           $  3.00           3 years
November 30, 1995           215,000           $  3.50           3 years
May 31, 1996                105,000           $  3.50           5 years

The following table summarizes information about stock options outstanding at
December 31, 1996:

                   OPTIONS OUT-      WEIGHTED AVERAGE      OPTIONS EXER-
 EXERCISABLE       STANDING AT        REMAINING CON-        CISABLE AT
   PRICE        DECEMBER 31, 1996     TRACTUAL LIFE      DECEMBER 31, 1996
 -----------    -----------------    ----------------    -----------------
    3.00             41,000                 7                 24,600
    5.25             31,300                 8                 20,867 
    3.00             21,000                 4                  7,000
    3.50            215,000                 4                 71,667
    3.50             55,000                 5                    -0-
                          
Had compensation cost been determined based on the fair value at grant dates
for stock option awards consistent with the SFAS No. 123, the Company's net
income and earnings per share for the years ended December 31, 1996 and 1995,
would have been reduced to the pro forma amounts indicated below:



                               F-19
<PAGE>
                                                      1996           1995    
                                            ----------      ----------        
Net Income:            As reported            $  461,798      $1,215,337   
                     Pro Forma              $  368,367      $1,138,931

Earnings per share:  As reported            $      .15      $     2.49
                     Pro Forma              $      .12      $     2.33

The pro forma compensation expense based on the fair value of the options is
estimated on the grant date using the Black-Scholes option-pricing model with
the following  assumptions used for grants: no dividends both years; an
expected life of 5 years for both years, expected volatility of 95% and 57%
for 1996 and 1995, respectively, and a risk free rate of return of 6.40 and
6.37 percent, respectively.  The weighted average fair value of those purchase
rights granted in 1996 and 1995 was $2.54 and $1.75 respectively.    SFAS No.
123 does not apply to awards prior to 1995. 

In November 1995, Meteor granted an option to a consultant to purchase a total
of 100,000 shares of Meteor's Common Stock.  This option was exercisable at
$2.50 per share, but expired unexercised on January 31, 1997.

NOTE 17 -- DISCONTINUED OPERATIONS

The 1995 financial statements have been restated to properly reflect income
and the provision for income taxes related to discontinued operations.  The
net impact of these adjustments was as follows:
                                                    As Previously      As
                                                       Reported     Restated
                                                    -------------  ----------
Income from discontinued operations                 $  398,789     $  441,197

Gain on disposal of discontinued operations            890,189      1,429,256

Net income                                           1,215,337      1,796,812

Net income per share                                     $2.49          $3.67

     a)   In September, 1995,  CRI sold the shares of Saba de Colombia, Inc.,
a U.S. subsidiary engaged in the exploration and development of petroleum and
natural gas in Colombia, to a third party for consideration of $2,601,719, and
realized a gain net of taxes on the sale of the shares of $1,429,256.  The
consideration received was in the form of:

    Cash                                               $2,401,719
    400,000 cumulative, convertible,
     redeemable first preferred shares
     of PetroSantander Inc. bearing 
     dividends at 8.5%                                    200,000

                                                       $2,601,719

Cash of $150,000 and the preferred shares remain in escrow pending review by
Colombian taxing authorities.

     b)   In 1995, CRI transferred all of its holdings of Saba Petroleum
Company and certain assets and liabilities to CRL and to CAPCO Acquisub, Inc.,
a wholly-owned subsidiary of CAPCO Resources Ltd.  This transaction was
recorded at book value.  The net liabilities transferred had a book value of
approximately $400,114.
                               F-20

<PAGE>
The Company has been indemnified by Capco Resources Ltd. with respect to
certain tax liabilities.  The Company has recorded a receivable for $48,000
which was received prior to the issuance of the financial statements.

     The discontinued operations results for 1995 are as follows:
     
                                                             YEAR ENDED
                                                    DECEMBER 31, 1995
Income                                                   -----------------
 Oil and gas sales (net of royalties)                      $14,197,860
 Other income                                                  843,793         
     
                                                            15,041,653
Expenses
 Production and operating                                    8,695,733
 General and administrative                                  1,986,967
 Interest and bank charges                                   1,065,011
 Depreciation, depletion and amortization                    2,413,743

                                                            14,161,454

Operating income                                               880,199

Income tax expense                                             452,620
Foreign exchange (gain) loss                                    51,237
Minority interest                                              114,655
Dilution gain                                                 (179,510)

                                                               439,002

Net Income                                                 $   441,197
                                                          
Gain on disposition, net of tax
 of $100,000                                               $ 1,429,256

NOTE 18 - NEW ACCOUNTING PRONOUNCEMENTS

In February, 1997, the Financial Accounting Standards Board issued statement
of Financial Accounting Standards No. 128, "Earning per Share" ("SFAS
No.128").  The standard requires presentation of earnings per share on a
"basic" (only shares outstanding) actual and "fully diluted" (actual shares
outstanding plus the effect of other dilutive securities) basis. At this time,
the Company does not expect the adoption of SFAS No.128 to have a material
impact on the Company's earnings per share.

NOTE 19 - SUBSEQUENT EVENTS

In February and March of 1997, the Company sold shares and warrants to
purchase  the Company's Common Stock to 16 accredited investors in a private
offering.  A Total of 130,000 shares of Common Stock and 130,000 warrants were
sold in this offering for an aggregate of $520,000 in cash.  The Company paid
no commissions in connection with this offering. Each warrant allows the
holder to purchase one share of Common Stock at $5.00 per share from March 28,
1998 until March 27, 1999.
   
In March 1997 the Company entered into an out of court settlement with one of
its former insurers.  As a result, the Company will receive approximately
$480,000 in cash after paying its related attorney's fees.  Such funds were
received in May 1997.
                               F-21<PAGE>
<PAGE>
                            SQUIRE & WOODWARD, P.C.
                Certified Public Accountants - Consultants
                          2730 San Pedro NE, Suite D
                        Albuquerque, New Mexico 87110
                               505/881-3408
                             FAX 505/881-6597

To the Board of Directors and Stockholders
 of Meteor Industries, Inc.
Denver, Colorado

                   INDEPENDENT AUDITORS' REPORT

We have audited the accompanying consolidated balance sheets of Meteor
Industries, Inc. and subsidiaries, as of August 31, 1995 and 1994, and the
related consolidated statements of income, stockholders' equity, and cash
flows for the years then ended.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Meteor Industries, Inc. and
subsidiaries, as of August 31, 1995 and 1994, and the results of their
operations and their cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ Squire & Woodward
SQUIRE & WOODWARD, P.C.

November 22, 1995



















                               F-22          
<PAGE>
                         METEOR INDUSTRIES, INC.
                          AND SUBSIDIARIES
                           Consolidated Balance Sheets
                        As of August 31, 1995 and 1994

                              ASSETS
                                                        1995          1994
          
Current assets
      Cash                                          $   244,206   $   292,121
      Cash - restricted                                 476,007       230,508
      Accounts receivable, net of an allowance
        for doubtful accounts of $195,500 for
        1995 and $165,000 for 1994                    4,041,591     4,784,370
       Inventory, pledged                             1,426,901       853,671
       Notes receivable                                  14,969        21,588
       Deferred tax asset                               257,893       135,409
       Prepaid expenses                                 184,956       217,931
       Other current assets                              35,980        20,664
         
           Total current assets                       6,682,503     6,556,262

Property and equipment, at cost, partially pledged
net of accumulated depreciation of $5,601,000 for
1995 and $5,533,417 for 1994                          5,767,704     4,561,713

Other assets           
       Notes receivable                                 271,438        40,833
       Notes receivable - related parties               732,625       698,919
       Intangibles, net of accumulated
         amortization of $70,031
         for 1995 and $54,136 for 1994                  104,448       120,343
       Investment in closely held business              110,000       110,000
       Goodwill, net of accumulated amortization
         of $3,784                                      818,121     
       Other assets                                      94,449       167,504
 
           Total other assets                         2,131,081     1,137,599

                 TOTAL ASSETS                       $14,581,288   $12,255,574

















   See accompanying notes to consolidated financial statements.

                               F-23

<PAGE>
                               METEOR INDUSTRIES, INC.
                                  AND SUBSIDIARIES
                             Consolidated Balance Sheets
                            As of August 31, 1995 and 1994

               LIABILITIES AND STOCKHOLDERS' EQUITY

                                                        1995          1994
          
Current liabilities
       Accounts payable                             $ 2,746,718   $ 1,711,450
       Notes payable                                  2,002,085     2,700,165
       Bank overdraft                                   124,166
       Current portion of long-term debt                822,112       407,736
       Due to related parties                            91,077         2,827
       Taxes payable                                    837,042       601,529
       Accrued expenses                                 327,374       182,384
 
           Total current liabilities                  6,950,574     5,606,091

Long-term debt, net of current portion
       Notes payable                                  2,095,660     2,603,626

Deferred taxes                                        1,032,670       456,669

Minority interest in subsidiary                       3,488,310     3,107,048

Commitments and contingencies (Notes 15, 16,
       17 and 18)

Stockholders' equity

       Common stock, $.001 par value,
         10,000,000 shares authorized;
         1,272,903 shares issued and
         outstanding in 1995; 835,500
         shares issued and outstanding in 1994            1,273           835

       Additional paid-in capital                     1,715,290       954,865

       Retained deficit                                (702,489)     (473,560)

             Total stockholders' equity               1,014,074       482,140

             TOTAL LIABILITIES AND STOCKHOLDERS'
               EQUITY                               $14,581,288   $12,255,574











   See accompanying notes to consolidated financial statements.

                               F-24<PAGE>
<PAGE>
                              METEOR INDUSTRIES, INC.
                                AND SUBSIDIARIES
                        Consolidated Statements of Income
                         As of August 31, 1995 and 1994


                                                        1995          1994

Sales                                               $44,970,956   $38,763,225
Cost of sales                                        38,518,916    33,475,541

      Gross profit                                    6,452,040     5,287,684

Operating expenses
       Selling, general, and administrative           5,537,753     4,786,779
       Depreciation and amortization                    592,773       456,996
       Bad debts expense                                236,138        14,931

             Total operating expenses                 6,366,664     5,258,706

                   Income from operations                85,376        28,978

Other income and expense
       Interest income                                  234,096       235,593
       Dividend income                                    5,452         3,398
       Gain on sale of assets                            41,110        32,599
       Other income                                     121,314       125,017
       Interest expense                                (526,665)     (434,778)

             Total other income                        (124,693)      (38,171)

                  Loss before income taxes and
                    minority interest                   (39,317)       (9,193)
 
Provision for income taxes                             (191,650)      (28,562)
 
       Net income before minority interest              152,333        19,369

Minority interest                                      (381,262)     (492,929)

      Net loss                                      $  (228,929)  $  (473,560)

Income per common share (weighted average common
shares outstanding 1,056,191 for 1995 and 691,300
for 1994)                                           $      (.22)  $      (.69)












   See accompanying notes to consolidated financial statements.

                               F-25
<PAGE>
                         METEOR INDUSTRIES, INC.
                           AND SUBSIDIARIES
            Consolidated Statements of Stockholders' Equity
                    As of August 31, 1995 and 1994
     

                     Preferred Stock      Common Stock    Additional
                     Number              Number            Paid-in   Retained
                    of Shares  Amount   of Shares Amount   Capital   Earnings
Balance - 
September 1, 1993             $           475,000 $  475 $   30,575 $
  Stock issued       160,000   160,000    200,500    200    764,350
  Stock warrants
    issued                                                      100
  Conversion of
    preferred stock (160,000) (160,000)   160,000    160    159,840

      Net loss                                                      (473,560)

Balance -
August 31, 1994            0         0    835,500    835    954,865 (473,560)
  Stock issued                            372,373    373    760,490
  Stock dividend                           65,030     65        (65) 

        Net income                                                  (228,929)

Balance -
August 31, 1995            0  $      0 1,272,903 $1,273 $1,715,290 $(702,489)





























     See accompanying notes to consolidated financial statements.

                               F-26<PAGE>
<PAGE>
                     METEOR INDUSTRIES, INC.
                         AND SUBSIDIARIES
              Consolidated Statements of Cash Flows
                  As of August 31, 1995 and 1994

                                                       1995           1994

Cash flows from operating activities
  Net income                                      $    152,333   $     19,369
  Adjustments to reconcile net income to net
  cash provided (used) by operating activities:
      Depreciation and amortization                    592,773        456,994
      Gain on disposal of property and equipment       (41,072)       (32,599)
       Gain on disposal of investments                     (38)
       Other income from basis adjustment
         to property and equipment                                    (65,000)
       Deferred income taxes                          (252,475)       (28,769)
       Changes in assets and liabilities, net of
       effects from purchase of subsidiaries:
           Decrease (increase) in accounts
             receivable                              1,223,429     (1,056,469)
           Decrease (increase) in inventories          (35,852)       189,761
           Decrease (increase) in other current
             assets                                    193,406       (193,178)
           Decrease (increase) in other assets          73,635       (164,537)
           Increase in bank overdraft                  124,166
           Increase in accounts payable                148,184        205,043
           Decrease in accrued liabilities              (1,407)       (32,890)

              Net cash provided (used) by
              operating activities                   2,177,082       (702,275)

Cash flows from investing activities
  Cash paid for the purchase of subsidiaries,
    net of cash acquired                              (546,657)    (1,832,635)
  Cash paid for purchase of investment securities         (365)      (110,000)
  Cash paid for purchases of property and
    equipment                                         (377,210)      (442,016)
  Cash proceeds from sale of investment
    securities                                             657        243,595
  Cash proceeds from sale of property                  117,199         80,472
  Cash paid on notes receivable                       (205,972)        30,357
  Cash paid on related party receivables               (24,706)       134,916
    Net cash used by investing activities           (1,037,056)    (1,895,311)

Cash flows from financing activities
  Proceeds from short-term borrowings               42,695,070     42,760,933
  Principal payments on short-term debt            (43,452,946)   (40,260,768)
  Proceeds from borrowing on long-term debt            536,000
  Principal payments on long-term debt              (1,569,679)      (295,883)
  Proceeds from stock and stock warrants issued        760,863        924,650
  Net borrowings on related party payables              88,250         (8,923)
      Net cash provided (used) by financing
        activities                                    (942,442)     3,120,009
Net increase in cash and equivalents                   197,584        522,423
Cash and equivalents, beginning of year                522,629            206
Cash and equivalents, end of year                 $    720,213   $    522,629

See accompanying notes to consolidated financial statements.
                               F-27
<PAGE>
                       METEOR INDUSTRIES, INC.
                         AND SUBSIDIARIES
               Consolidated Statements of Cash Flows
                  As of August 31, 1995 and 1994

                    SUPPLEMENTAL INFORMATION
                                                        1995         1994
                                
Cash paid (refunds received) for income taxes         $(97,845)   $  155,107

Cash paid for interest                                $515,806    $  320,651
                                
                                
           NONCASH INVESTING AND FINANCING ACTIVITIES
                                                        1995         1994
The minority interest in subsidiary was adjusted
to record the dividend in arrears and the accretion
of preferred stock of Graves Oil & Butane Co., Inc.   $381,262    $  492,929

A stock dividend was issued for holders of record at
 June 30, 1995, at 8%                                 $     65

Long-term debt incurred in the acquisition of
subsidiary                                                        $2,350,000

Acquisition of land from minority interest
through recapitalization of subsidiary                            $   83,853

Reduction of stockholder note receivable in
exchange for reduction of stockholder note payable                $  100,000

Capital lease obligations incurred in the
acquisition of property and equipment                             $  124,433
 
As a result of the purchase of the subsidiary,
the purchase premium increased additional paid-in
capital and was allocated as follows:

  Marketable securities                                           $   47,824
  Inventory                                                          299,593
  Property and equipment                                             759,190
  Investment in closely held business                                 55,500
  Deferred taxes payable                                            (453,222)

    Increase in additional paid-in capital                        $  708,885











     
   See accompanying notes to consolidated financial statements.

                               F-28<PAGE>
<PAGE>
                     METEOR INDUSTRIES, INC.
                         AND SUBSIDIARIES
            Notes to Consolidated Financial Statements
                  As of August 31, 1995 and 1994

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Meteor Industries, Inc.
(the company) and Subsidiaries is presented to assist in the understanding of
the company's financial statements.  The financial statements and notes are
based upon representations of the company's management, who are responsible
for their integrity and objectivity.  These accounting policies conform to
generally accepted accounting principles and have been consistently applied in
the preparation of the financial statements.

PRINCIPALS OF CONSOLIDATION AND ORGANIZATION - The consolidated financial
statements include the accounts of Meteor Industries, Inc. and its wholly
owned subsidiaries, Graves Oil & Butane Co., Inc., including its wholly owned
subsidiary, El Boracho, Inc., and Hillger Oil Company.  All significant
intercompany transactions and balances have been eliminated in consolidation.

Meteor Industries, Inc., was incorporated on December 22, 1992, as a Colorado
based holding company.  Graves Oil & Butane Co., Inc., which was acquired
effective September 1, 1993, is a wholesale and retail distributor of
petroleum products primarily in northern New Mexico, Colorado, Arizona, and
Utah.  The company also operates retail 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, which was acquired effective
April 1, 1995, is a wholesale and retail distributor of petroleum products
primarily in southern New Mexico and Arizona.  In addition, the company
operates retail gasoline and convenience stores in southern New Mexico. 

ACCOUNTS RECEIVABLE - Accounts receivable are stated at net realizable value,
using the allowance method of accounting for bad debts. 

INVENTORIES - Inventories of petroleum products, greases and oils, and related
products for Hillger Oil Company are stated at weighted average cost, which is
not in excess of market. Inventories of petroleum products, greases and oils,
and related products for Graves Oil & Butane Co., Inc., are valued at Last In,
First Out (LIFO) cost, which is not in excess of market.  Graves Oil & Butane
Co., Inc., determines its LIFO reserve using the link chain dollar value
method.  At August 31, 1995 and 1994, inventories valued using the LIFO method
were $789,788 and $868,068, respectively.  The LIFO reserves were $315,163 and
$307,473, respectively.  Sundries inventories are valued by the retail method
and stated on the First In, First Out (FIFO) basis which is lower than market. 

PROPERTY AND EQUIPMENT - Property and equipment are stated at cost; major
renewals and improvements are charged to the property and equipment accounts;
while replacements, maintenance and repairs, which do not improve or extend
the lives of the respective assets, are expended currently.  At the time
property and equipment are retired or otherwise disposed of, the asset and
related accumulated depreciation accounts are relieved of the applicable
amounts.  Gains or losses from retirements or sales are credited or charged to
income.

DEPRECIATION - Depreciation is recorded principally on the straight-line
method at rates based on the estimated useful lives of the assets.  The
estimated useful lives are as follows:
                               F-29

<PAGE>
                 Description                           Lives

          Buildings and improvements                5 to 40 years
          Office equipment                          5 to  7 years
          Operating equipment                       5 to 16 years
          General and administrative                5 to 20 years
          Marketing equipment                       5 to 10 years
          Delivery equipment                        5 to 10 years

AMORTIZATION OF COVENANTS - Covenants not to compete are valued at cost and
are amortized over a 60-month period.  Goodwill represents the excess of the
cost of Hillger Oil Company over the fair value of its net assets at the
effective date of acquisition and is being amortized using the straight line
method over 15 years.

INCOME TAXES - Income taxes are provided for the tax effects of transactions
reported in the financial statements and consist of taxes currently due plus
deferred taxes related primarily to differences between the basis of certain
assets and liabilities for financial and tax reporting.  The deferred taxes
represent the future consequences of those differences, which will either be
taxable or deductible when the assets and liabilities are recovered or
settled.  Deferred taxes are also recognized for operating losses that are
available to offset future income taxes.

ENVIRONMENTAL EXPENDITURES - Expenditures that relate to current operations
are expended or capitalized as appropriate for each expenditure.  Whenever an
expenditure relates to an existing condition caused by past operations and
does not contribute to future revenues, the expenditure is expensed currently.
Liabilities are recorded when remedial efforts are probable and the cost can
be reasonably estimated.

EARNINGS PER SHARE - Earnings per common and common equivalent share are
computed  by dividing the net income by the weighted average number of common
shares, and if dilutive, common stock equivalent shares (options and warrants)
outstanding during the respective period.  Fully diluted earnings per share is
not materially different than primary earnings per share and has not been
presented.  The number of shares used in the earnings per share computation is
1,056,191 for 1995 and 691,300 for 1994.

COMPENSATED ABSENCES - Employees of the company are entitled to paid vacation
and paid sick days off, depending on length of service and other factors. 

CASH AND CASH EQUIVALENTS - Cash and cash equivalents include certificates of
deposit or cash in local banks.  See Note 2.      

RECLASSIFICATIONS - Certain 1994 amounts have been reclassified to conform
with the 1995 presentation.

USE OF ESTIMATES - The process of preparing financial statements in conformity
with generally accepted accounting principles requires the use of estimates
and assumptions regarding certain types of assets, liabilities, revenues, and
expenses.  Such estimates primarily relate to unsettled transactions and
events as of the date of the financial statements.  Accordingly, upon
settlement, actual results may differ from estimated amounts.





                               F-30

<PAGE>
NOTE 2  -- CASH  - RESTRICTED

The company has revolving bank credit facilities (See Note 7) which require
the use of depository accounts called collateral accounts from which collected
funds are transferred to the lender.  The lender then applies these
collections to the revolving credit facilities.  These accounts are controlled
by the lender.   

NOTE 3 -- PROPERTY AND EQUIPMENT

The major classifications of property and equipment are as follows:

           Description                                 1995         1994
     ---------------------------                   -----------  -----------
     Land                                          $ 1,037,170  $ 1,032,514
     Buildings and improvements                      4,113,280    3,980,515
     Delivery equipment                              2,446,471    2,495,329
     Operating equipment                             3,264,448    2,079,841
     General and administrative                        331,205      330,801
     Office equipment                                   96,315       96,315
     Marketing equipment                                79,815       79,815

                                                    11,368,704   10,095,130

Accumulated depreciation                            (5,601,000)  (5,533,417)

Net property and equipment                         $ 5,767,704  $ 4,561,713

For the years ended August 31, 1995 and 1994, the company deducted
depreciation of $587,388 and $441,098, respectively.

NOTE 4 -- NOTES RECEIVABLE  - RELATED PARTIES

The company has two outstanding notes receivable from its minority interest
shareholder (100% preferred stockholder of Graves) in the amounts of $550,000
and $100,000.  The $550,000 note is due October 1, 1997, and is secured by
real estate.  However, if the underlying security is sold prior to
satisfaction of this note, then one half of the lesser of the outstanding
balance or the sale proceeds of the security will be applied to reduce the
liquidation preference of the preferred stock, and the remaining one half will
be applied to reduce the note payable to Theron Graves.  Interest is
receivable semiannually and is determined at each anniversary based on
Citibank of New York prime plus 2%.  The interest rate at August 31, 1995 and
1994, was 11% and 8.25%, respectively.  The $100,000 note is unsecured and is
due October 1, 1997, with interest accrued from September 28.  Interest is
computed semiannually at Citibank of New York prime plus 2%, being 11% and
8.25% at August 31, 1995 and 1994, respectively.  Accrued interest receivable
at August 31, 1995 and 1994, totaled $73,625 and $48,919, respectively.
   
NOTE 5 -- INTANGIBLES

Intangible assets consist of organization costs of $3,000, net of accumulated
amortization of $1,200 and $600 for the years ended August 31, 1995 and
1994,respectively, and a five-year covenant not to compete agreement resulting
from the acquisition of Southwest Petroleum on September 1, 1990, of $76,479
at
August 31, 1995 and 1994, net of accumulated amortization of $68,831 and
$53,536, respectively, and a liquor license acquired in 1991 at a cost of
$95,000.
                               F-31
<PAGE>
NOTE 6 -- INVESTMENTS IN CLOSELY HELD BUSINESS
    
The company owns 50% of the Graves Rio Rancho No. 1 Ltd Co.  The investment
was acquired in May 1994 for $110,000.   The company reports the investment in
the limited liability company using the equity method.  This investment is not
publicly traded.  The members of Graves Rio Rancho No. 1 Ltd. Co. set a fair
market value of their company at $220,000.

NOTE 7 -- NOTES PAYABLE

Notes payable at August 31, 1995 and 1994, consisted of the following:

                                                         1995        1994
Revolving bank credit facility, payable to
Norwest Business Credit, Inc., bearing interest
at Norwest Bank Minnesota, N.A., base rate
plus 2.5%, being 11.25% for 1995 and 9.75% for 
1994.  Due June 1998. Collateralized by trade
accounts receivable and inventory of Graves Oil &
Butane Co., Inc.  Unused credit at August 31,
1995, was $1,061,474.                                 $1,938,526  $2,700,165

Revolving bank credit facility payable to Norwest
Business Credit, Inc., bearing interest at Norwest
Bank Minnesota, N.A., base rate plus 2%, being
10.75%.   Due June 30, 1998.  Collateralized
by trade accounts receivable and inventory of
Hillger Oil Company.  Unused credit at August 31,
1995, was $1,499,364.                                     63,559

     Total notes payable                              $2,002,085  $2,700,165

The agreements require the company to maintain certain net worth and
performance ratio levels.  As discussed in Note 2, payments on these loans are
made through collateral cash accounts in the name of the lender.

NOTE 8 -- LONG-TERM DEBT
   
Long-term debt at August 31, 1995 and 1994, consisted of the following:

                                                         1995       1994   
Note payable, Theron Graves, semiannual
payments of $200,000, including interest 
at prime plus 2% per annum.  Collateralized 
by half of Graves common stock.  Matures
October 1997.                                         $2,040,921  $2,244,200

Note payable, First National Bank
of Farmington, monthly payments 
of $19,000 including interest at prime
plus 2% per annum.  Collateralized by
mortgage on buildings and land.
Matures January 1996.                                    448,709     620,108

Note payable, Federal Land Bank of
Durango, payments of $350 monthly
including interest at 8.25% per annum 


                               F-32
<PAGE>
(variable rate), collateralized by mortgage on
house and land in Pagosa Springs, Colorado.
Matures in June 2011.                                                 43,364

Note payable, Norwest Business Credit,
Inc., monthly payments of $10,417 
plus interest at Norwest Bank of
Minnesota, N.A. base rate plus 3.0%,
being 11.75% per annum, collateralized by
property and equipment.  Due June 30, 1998.              354,166

Lease payable, Norwest Equipment
Finance, Inc., monthly payments of $2,276.68
including interest at 8.04% per annum,
collateralized by equipment.  Matures
December 1997.                                            54,159      76,156

Lease payable, Norwest Equipment
Finance, Inc., monthly payments of $306.23
including interest at 10.00% per annum,
collateralized by equipment.  Matures July 1998.           9,034      11,661

Lease payable, Dericks Leasing & Financial
Company, monthly payments of $627.68
including interest at 17.93% per annum,
collateralized by equipment.  Matures June 1997.          10,783      15,873

  Total                                                2,917,772   3,011,362

Current portion                                         (822,112)   (407,736)

  Long-term debt, net                                 $2,095,660  $2,603,626

The following is a schedule by years of the repayment of long-term debt:

                         Year ending
                          August 31,      Amount
                         -----------    ----------
                             1996       $  822,112
                             1997          364,761
                             1998        1,730,899
                                        $2,917,772
                                
NOTE 9 -- MINORITY INTEREST IN SUBSIDIARY

The Series A Convertible Preferred Stock of Graves Oil & Butane Co., Inc., is
limited voting stock and is entitled to cumulative annual dividends at a rate
of 8% of the liquidation value per annum.  These securities are convertible
into common stock of Graves or Meteor at the bid price on the date of
conversion or 22.2% of the company whichever calculation yields fewer shares. 
The record holder has the right to vote on matters which affect the rights of
the class and to elect two of the seven members of the board of directors.  In
the event of default under the Meteor promissory note issued to purchase the
Graves common stock, the holder of the Series A Convertible Preferred Stock
has the ability to elect all of the Graves directors.  The company may at any
time redeem all or any portion of the Series A Convertible Preferred Stock
outstanding at an amount equal to the liquidation value plus any accrued and
unpaid dividends.  At any time after September 15, 2000, the record holder
shall have the right to have the
                               F-33
<PAGE>
company redeem all or any portion of the shares outstanding at the price
stated above.  No dividends were declared by the board of directors. 
Dividends in arrears amount to $.56696 and $.28348 per share or $566,960 and
$283,480 as of August 31, 1995 and 1994, respectively.
        
Included in the minority interest component of the statement of income for the
year ended August 31, 1995, are dividends in arrears of $283,480, and $97,782
which represent the accretion of the preferred stock discount.

The minority interest component for the year ended August 31, 1994, included
dividends in arrears of $283,480, a deemed dividend of $121,881, which
represents the minority interest's share of the difference between the
purchase price and the book value of Graves at the time of acquisition and
$87,568, which represents the accretion of preferred stock discount.

NOTE 10 -- STOCKHOLDERS' EQUITY
 
During the year ended August 31, 1995, the company issued 372,373 shares of
the company's common stock for a total of $760,863.  On July 9, 1995, the
company distributed 65,030 shares of common stock in connection with an 8%
stock dividend.  As a result of the stock dividend, common stock was increased
by $65, and additional paid-in capital was decreased by $65. 
          
On August 31, 1995, the company issued 100,000 stock options to outside
consultants in connection with the various completed and pending acquisitions. 
The options issued have an exercise price of $2.50 and expire June 30, 1996.

NOTE 11 -- PREFERRED STOCK

During the year ended August 31, 1994, the company sold 160,000 shares of
preferred stock, which was designated as Series A, for $160,000.  The shares
had a liquidation preference of $1.00 each, paid no dividends, had limited
voting rights, and were convertible into the company's common stock on a
one-for-one basis.  The shares were required to be redeemed by the company on
August 31, 1998, at $1.25 per share if they were not converted earlier.  The
shares were converted into the company's common stock on January 24, 1994,
when an offering circular covering the issuance of such common stock was
closed.

NOTE 12 -- INCOME TAXES

The provision for income taxes from continuing operations consists of the
following components:
                                                       1995         1994
                                                   ----------    ---------
     Current tax expense                           $             $     207
     Deferred tax expense (benefit)                  (191,650)     (28,769)

       Total provision                             $ (191,650)   $ (28,562)

The following reconciles the tax provision with the expected provision
obtained by applying statutory rates to pre-tax income:                        
       






                               F-34
<PAGE>
                                                       1995         1994
                                                   ----------    ---------
     Expected tax provision                        $  (13,368)   $  (3,126)
     Nondeductible expenses                             2,157        1,159
     Benefit of NOL carryover                          (1,872)     (50,060)
     Change in temporary differences                 (176,820)      25,048
     Income tax benefits of other tax
       jurisdictions                                   (1,747)      (1,583)

       Total provision                             $ (191,650)    $(28,562)

A consolidated tax return will be filed with the subsidiaries of Meteor
Industries, Inc.  The provision for income taxes was calculated by using a
method that allocates current and deferred taxes to members of the group by
applying the Financial Accounting Standards Board Statement 109 to the members
as if they were separate taxpayers. The deferred tax asset (liability) in the
accompanying balance sheet includes the following components:
                   
                                                        1995         1994
     Current:
       Deferred tax asset, federal                 $   224,927   $  124,896
       Deferred tax asset, state                        32,966       10,513
         Net current deferred asset                $   257,893   $  135,409
                            
     Noncurrent:
       Deferred tax liability, federal             $  (957,120)  $ (401,825)
       Deferred tax liability, state                   (75,550)     (54,844)
         Net noncurrent deferred tax liability     $(1,032,670)  $ (456,669)


The following temporary differences gave rise to the deferred tax asset and
deferred tax liability at August 31, 1995 and 1994:

                                                        1995       1994
Excess of tax amortization and depreciation
over financial accounting amortization and
depreciation                                       $ 2,933,026   $1,181,842
                                
Accrued expenses deducted for financial
accounting purposes, not deductible for tax
purposes until paid                                $  (269,403)  $

Net operating loss and contribution carryovers     $  (370,076)  $ (364,572)

The deferred tax asset and deferred tax liability comprised the following at
August 31, 1995 and 1994:

Deferred tax asset:
                                                        1995         1994
  Net operating loss and contribution carryovers   $   148,030   $  135,409
  Inventory and accounts receivable                     88,410
  Employee benefits                                     21,453
                                                   $   257,893   $  135,409
Deferred tax liability:
  Depreciation and amortization                    $ 1,032,670   $  456,669

The company has available at August 31, 1995, $364,064 of unused operating
loss carryforwards that may be applied against future taxable income and that
expire as follows:
                               F-35
<PAGE>
                   August 31, 2007      $105,877
                   August 31, 2009       180,757
                   August 31, 2010        77,430
 
NOTE 13 -- RETIREMENT PLANS
   
Graves Oil & Butane Company, Inc., adopted a 401(k) profit sharing plan
effective January 1, 1994.  In order to be eligible to participate in the
plan, the employee must have completed 12 months of employment and be credited
with a year of service, and must have attained age 21.  Excluded from the plan
are employees whose employment is governed by a collective bargaining
agreement that includes retirement benefits.  Contributions to the plan are
voluntary through a salary reduction agreement up to a maximum of 15% of
compensation.  Matching contributions and other additional contributions may
be made by the employer at the employer's discretion.  For the year ended
August 31, 1995, the amount of pension expense was $26,779.  For the year
ended August 31, 1994, no matching contributions had been made.

Hillger Oil Company adopted a 401(k) profit sharing plan effective April 1,
1994.  In order to be eligible to participate in the plan, the employee must
have completed 12 months of employment and be credited with a year of service,
and must have attained age 21.  No employees were excluded from the plan. 
Contributions to the plan are voluntary through a salary reduction agreement
up to a maximum of 15% of compensation.  Matching contributions and other
additional contributions may be made by the employer at the employer's
discretion.  For the five months ended  August 31, 1995, the amount of pension
expense was $9,421.
   
Prior to acquisition, Hillger Oil Company had adopted a defined benefit plan. 
Participation in the plan required an employee to complete one year of service
and be at least 21 years old.  Participants were vested in their accounts over
a period of six years.  The employer had a fixed obligation to contribute each
plan year to the trust fund the amount the plan's actuary determined was
necessary to fund retirement benefits under the plan.  Plan assets consist
primarily of investments in corporate debt and equity securities.  The plan
was terminated effective March 31, 1995, prior to the acquisition by Meteor
Industries, Inc.  The plan assets have not yet been settled.
    
NOTE 14 -- RELATED PARTY TRANSACTIONS
   
The company uses space, telephone and secretarial services of a company
controlled by officers of Meteor Industries, Inc.  Rent is currently $1,000
per month and secretarial services are currently $2,000 per month.  Other
expenses are reimbursed to the company as invoiced.  For the years ended
August 31, 1995 and 1994, the total amount paid to the company was $32,272 and
$18,946, respectively.  At August 31, 1995 and 1994, amounts payable to
related parties were $1,500 and $2,827, respectively.

During the year ended August 31, 1994, the company repaid advances made by
various officers for acquisition costs incurred in the prior year.  The total
amount repaid was $11,750.   

During the year ended August 31, 1994, Almo Industries loaned $10,000 to the
company.   The loan, including interest at 5% per annum and 500 shares of
common stock, was repaid from the proceeds of the company's public offering.

During the year ended August 31, 1994, the company received $10,000 from a
stockholder of Meteor Industries, Inc.  The note was repaid with interest of
$141.
                               F-36
<PAGE>
During the year ended August 31, 1995, the company controlled by officers of
Meteor Industries, Inc.,  loaned the company $95,000.  This amount was repaid
with interest in the amount of $1,876.

The company also reimbursed officers for out-of-pocket expenses and some
consulting services.  For the year ended August 31, 1995, total amounts paid
to officers was $37,356.  Also during the year, an officer loaned the company
$46,000 which is included in the balance sheet as due to related parties. 

Included in the amount of stock issued during the year ended August 31, 1995,
as discussed in Note 10, were 5,373 shares issued to the subsidiaries
retirement plan as an employer matching contribution in the amount of $26,779.

The following are transactions that occurred with the minority interest (100%
preferred stockholder) in Graves Oil & Butane Co., Inc:

The company leases certain real estate from the preferred stockholder.  For
the years ended August 31, 1995 and 1994, rents paid were $57,286 and $53,000,
respectively.

The company has land, buildings, and equipment in Springerville, Arizona, and
equipment in St. Johns, Arizona, which are used by a relative of its preferred
stockholder.  The company does not charge for the use of its properties but
receives revenue from the sale of its products.  During the years ended August
31, 1995 and 1994, revenues reported amounted to $413,987 and $567,995,
respectively.
           
The company sells its products to other entities controlled by the preferred
stockholder.  During the years ended August 31, 1995 and 1994, revenues
reported amounted to $1,152,825 and $558,939, respectively.

The preferred stockholder is indebted to the company on two notes totaling
$650,000 as described in Note 4.  Interest receivable at August 31, 1995 and
1994, was $73,625 and $48,919, respectively.  Interest received during the
years ended August 31, 1995 and 1994, was $41,393 and $29,360, respectively.

The company has entered into a consulting agreement with its preferred
stockholder which provides for payments of $1,500 per month and the use of a
vehicle; fuel for such vehicle; a personal automobile; health, life,
disability, and automobile insurance; and reimbursement of various expenses
including club dues.  During the years ended August 31, 1995 and 1994, the
fees paid were $30,021 and $24,606, respectively.

As discussed in Note 19, the company has entered into a purchase agreement
with Mr. Graves in which a note payable in the amount of $2,350,000 was
established.  See Note 8.  For the years ended August 31, 1995 and 1994,
interest paid on the note was $196,722 and $94,200, respectively.  As of
August 31, 1995 and 1994, accrued interest was $94,106 and $90,000,
respectively.  Pursuant to the  purchase agreement, additional land in the
amount of $83,853 was contributed to the company. 

Other transactions:
      
Hillger Oil Company leases various real property and equipment from a company
in which an employee is a stockholder.  Included in rent expense is $208,950
paid to the related party for the five months ended August 31, 1995.



                               F-37
<PAGE>
NOTE 15 -- ENVIRONMENTAL PROTECTION EXPENDITURES

The company utilizes underground tanks at various locations to store petroleum
products and is therefore subject to the various federal and state statutes
oncerning environmental protection, as well as the New Mexico Ground Water
rotection Act.  The various federal and state statutes are designed to ientify
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 such 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 may have limitations on any potential contamination
liabilities as well as claims for reimbursement from third parties.  During
the years ended August 31, 1995 and 1994, the company expended $47,013 and
$69,702, respectively, for site assessment and related cleanup costs. 
Reimbursement from the state of New Mexico for the year ended August 31, 1995,
amounted to $23,485.  Included in other assets at August 31, 1995, are
unreimbursed costs of $86,982.

NOTE 16 -- PURCHASE COMMITMENTS

The company is contingently liable for certain costs associated with leasehold
improvements made by a supplier on property of customers of Graves Oil &
Butane Co., Inc.  The liability for the costs is amortized over a five-year
period with the company becoming responsible for payment to the supplier if
fuel purchases fail to meet certain volumes.  Originally, the company was
contingently liable on $84,576 in unamortized costs.  At August 31, 1995 and
1994, the company was contingently liable on $31,175 and $52,116,
respectively, in unamortized costs.  For the years ending August 31, 1995 and
1994, the company made payments to the supplier totaling $8,480 and $4,228,
respectively, for periods when purchase commitments were not met.  Future
losses, if any, cannot be estimated at this time.

NOTE 17 -- OPERATING LEASES

The company has entered into various noncancelable leases for land, building,
and equipment with terms ranging from 3 to 15 years.  Under most leasing
arrangements, the company pays the property taxes, insurance, maintenance, and
expenses related to the leased property.  Total rent expense under operating
leases for  the years ended August 31, 1995 and 1994, was $466,106 and
$164,069, respectively.
        
Minimal future obligations on leases in effect at August 31, 1995, are:
                   August 31, 1996   $  731,532
                   August 31, 1997      730,537
                   August 31, 1998      745,138
                   August 31, 1999      733,031
                   Thereafter         3,456,615
                               F-38
<PAGE>
Annual minimum future rental payments have not been reduced by $42,000 of
sublease rentals to be received in the future under non-cancelable subleases.

NOTE 18 -- CAPITAL LEASES

As of August 31, 1995 and 1994, leased property under capital leases by major
classes was as follows:
                                           1995       1994
     Buildings and improvements          $ 18,141   $ 18,141
     Operating equipment                   94,117     94,117
     General and administrative            12,175     12,175
     Accumulated amortization             (36,286)   (12,096)
     Net leased property                 $ 88,147   $112,337

The following is a schedule by years of future minimum lease payments under
capital leases together with the present value of the net minimum lease
payments as of August 31, 1995:
   
     August 31, 1996                                $ 38,527
     August 31, 1997                                  36,016
     August 31, 1998                                   7,616

     Total minimum lease payments                     82,159
     Less: amount representing interest               (8,183)

     Present value of minimum lease payments        $ 73,976

NOTE 19 -- BUSINESS COMBINATION

On June 12, 1995, Meteor Industries, Inc. acquired 100% of the issued and
outstanding common stock (2,500 shares, $100 par value) of Hillger Oil Company
for cash.  The acquisition was effective as of April 1, 1995.  As part of the
purchase agreement, all of the long-term debt of Hillger Oil Company was
reorganized.  At closing, Hillger Oil Company obtained a new revolving credit
line and a term note, the terms of which are discussed in Notes 7 and 8.  A
total of $875,000 was borrowed at closing to payoff existing debt and
consummate the transaction.  The results of operations of Hillger Oil Company
are included in the accompanying financial statements since the effective date
of the acquisition.  The acquisition was accounted for as a purchase and "push
down accounting" was applied, with the result that purchase accounting
adjustments were reflected in the accounting of the company.  The total cost
of acquisition exceeded the net assets of Hillger Oil Company by $1,123,144. 
Part of the excess was allocated to property and equipment based on appraised
values and will be depreciated over the estimated remaining useful lives of
the assets.  The remaining excess was recorded as goodwill and is being
amortized on the straight line method over 15 years.

Effective September 1, 1993, Meteor Industries, Inc., purchased 100% of the
common stock of Graves Oil & Butane Co., Inc., for cash and notes amounting to
$4,100,000.  Additional costs of $281,750 were incurred in the acquisition. 
Graves Oil & Butane Co., Inc., sells petroleum products at the wholesale and
retail level.  The business combination was accounted for under the purchase
method.  Results of operations of Graves for the years ended August 31, 1995
and 1994, are included in the income statements of Meteor Industries, Inc.  As
part of the acquisition, a note payable to the preferred stockholder of Graves
in the amount of $2,350,000 was incurred.  The note payable was included in
long-term debt, which is detailed in Note 8.   


                               F-39
<PAGE>
NOTE 20 -- SUBSEQUENT EVENTS

In October 1995 the company formed Pyramid Stores, Inc., a Colorado
corporation, as a wholly owned subsidiary to hold all of the stock of Graves
Oil & Butane Co., Inc., and Hillger Oil Company and operate those companies
separately from the company's other activities.

In November 1995, the company issued 1,745,000 shares of its common stock in
exchange for all the outstanding stock of Capco Resources, Inc., (CRI) a
Delaware corporation, which is a U.S. subsidiary of Capco Resources, Ltd.  The
shares of the company's common stock issued represent approximately 58% of the
shares now outstanding.  The shares were issued to Capco Resources, Ltd.
(Capco), an Alberta corporation which is listed on the Alberta Stock Exchange. 
As a result of this transaction, there was a change in control of the company
and two of the company's three directors were replaced by Capco
representatives.  The major assets of CRI include: (I) an interest in Saba
Power Company Ltd., which is involved in the development of a power plant in
Pakistan; (ii) all of the stock of Capco Analytical Services, Inc., a
California environmental services firm; and (iii) a $1,516,000 promissory note
from Saba Petroleum Company and other miscellaneous assets.

NOTE 21 -- STOCK OPTION PLAN

A stock option plan providing for the issuance of incentive stock options and
nonqualified stock options to the company's key employees was approved by the
company's stockholders on April 15, 1993.  Pursuant to the plan, 500,000
shares of the company's $.001 par value common stock have been reserved for
issuance.  Such shares will be issued upon the exercise of options at prices
not less than 100% of fair market value at the time the option is granted. 
The options so granted do not vest and are not exercisable by the holder
except on the continued employment of the recipient.  Options issued to each
employee vest in equal installments on the anniversary dates of the date the
options were granted.  Options have been granted as follows:

                            Number of   Exercise Price   Vesting
     Date options granted    Options      Per share      Period

       October 1, 1993        64,000        $3.00        5 years
       February 1, 1994       49,600        $5.25        3 years               




















                               F-40
<PAGE>
                              PRICE WATERHOUSE
                            Chartered Accountants
                         1200, 425 - 1st Street S.W.
                           Calgary, Alta.  T2P 3V7

                                403/267-1200
                          Telecopier: 403/233-0883

May 17, 1995, except for Notes 3, 5, 10(b), 10(c) and 10(d) which are as of
September 15, 1995 for Notes 3(a) and 10(c) December 1, 1995, for Notes 3(b)
and 10(b) and December 29, 1995 for Notes 5 and 10(d)
      
AUDITORS' REPORT
      
To the Shareholder of
CAPCO Resources Inc.
      
We have audited the consolidated balance sheet of CAPCO Resources Inc. as at
December 31, 1994 and 1993 and the consolidated statements of operations and
retained earnings (deficit) and changes in financial position for the three
years then ended.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.
      
We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform an audit to
obtain reasonable assurance whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at December 31,
1994 and 1993 and the results of its operations and the changes in its
financial position for the three years then ended in accordance with Canadian
generally accepted accounting principles. 


Chartered Accountants
      

COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA - U.S. REPORTING CONFLICT
      
In the United States, reporting standards for auditors require the addition of
an explanatory paragraph (following the opinion paragraph) when the financial
statements are affected by significant uncertainties such as that referred to
in the attached consolidated balance sheet of CAPCO Resources Inc. as at
December 31, 1994 and 1993 and as described in Note 2 of the consolidated
financial statements.  Our report to the shareholders dated May 17, 1995,
except for Notes 3, 5, 10(b), 10(c) and 10(d) which are as of September 15,
1995 for Notes 3(a) and 10(c), December 1, 1995, for Notes 3(b) and 10(b) and
December 29, 1995 for Notes 5 and 10(d) is expressed in accordance with
Canadian reporting standards which do not permit a reference to such an
uncertainty in the auditors' report when the uncertainty is adequately
disclosed in the financial statements.

Chartered Accountants
                               F-41
<PAGE>
                      CAPCO RESOURCES INC.
                   CONSOLIDATED BALANCE SHEET
                       (in U.S. dollars)

                                                      December 31
                                                    1994        1993

                              ASSETS

Current assets
 Cash                                           $    1,277  $        -    
 Accounts receivable                               124,263           -    
                                                                              
                                                   125,540           -
    
Capital assets (Note 4)                            250,344           -    
Other assets
 Investment in Saba Power Company Limited
   (Note 5)                                        150,865           -    
 Deposits and other                                 12,776           -    
 Net assets from discontinued operations
  (held primarily through shares of other
  companies) (Note 3)                              572,036     660,023
                                                                              
                                               $ 1,111,561  $  660,023
                 
                           LIABILITIES

Current liabilities
 Accounts payable                              $   287,814  $        -
 Accrued liabilities                               114,729           -
                                                                              
                                                   402,543           -

                       SHAREHOLDER'S EQUITY

Share capital
 Authorized
  10,000 of $.01 par value common voting
  shares
 Issued and outstanding
  100 common voting shares                             100         100

Contributed surplus                                511,920     511,920

Retained earnings                                  196,998     148,003
                 
                                                   709,018     660,023
                                                                              
                                               $ 1,111,561  $  660,023
                           
Commitments and contingencies
  (Notes 5, 8 and 10)


Approved by the Board   ______________________ Director   
______________________ Director


                               F-42<PAGE>
<PAGE>
                       CAPCO RESOURCES INC.
    CONSOLIDATED STATEMENT OF OPERATIONS AND RETAINED EARNINGS
                            (DEFICIT)
                        (in U.S. dollars)

                                          Year ended December 31
                                       1994        1993       1992
Revenue
 Analytical services and other      $  472,148  $       -  $         -

Expenses
 General and administrative            577,024      2,282            -
 Depreciation and amortization          24,656          -            -         
                     
                                       601,680      2,282            -
(Loss) for the year before
  discontinued operations             (129,532)    (2,282)           -

Income from discontinued
  operations (Note 3)                  178,527    690,624      765,220
                                         
Net income for the year                 48,995    688,342      765,220

Retained earnings (deficit),
  beginning of year                    148,003   (540,339)  (1,305,559)

Retained earnings (deficit),
  end of year                       $  196,998  $ 148,003   $ (540,339)

(Loss) per share from
  continuing operations             $(1,295.32) $  (22.82)  $        -
                                                                               
Earnings per share                  $   489.95  $6,883.42   $ 7,652.20




                               





















                               F-43
<PAGE>                    CAPCO RESOURCES INC.
                                
    CONSOLIDATED STATEMENT OF CHANGES IN FINANCIAL POSITION
                       (in U.S. dollars)


                                           Year ended December 31
                                           1994     1993     1992

Cash provided by (used in)
  operating activities
    Loss for the year before
      discontinued operations        $ (129,532) $ (2,282) $       -
    Items not affecting cash
      Depreciation and amortization      24,656         -          -           
                               
                                       (104,876)   (2,282)         -
  Net change in non-cash working
    capital deficiency                  278,280         -          -
  Cash provided by (used in)
    discontinued operations             266,514     2,282   (511,920)

                                        439,918         -   (511,920)
                        
Cash used in investing activities
  Purchase of capital assets           (275,000)        -          -
  Investment in Saba Power
    Company Limited (Note 5)           (150,865)        -          -
  Deposits and other                    (12,776)        -          -           
             
                                       (438,641)        -          -

Cash provided by (used in) financing 
  activities
  Issue of share capital                      -       100          -    
  Contributed surplus                         -         -    511,920
  Increase in notes receivable,
    related party                             -      (100)         -

                                              -         -    511,920           
                
Net change in cash for the year           1,277         -          -

Cash, beginning of year                       -         -          -

Cash, end of year                    $    1,277  $      -  $       -

Supplemental disclosure of cash
  flow information

Cash paid during year for Interest 
  in discontinued operations         $1,071,405  $790,960  $ 440,078
                                      
  Income taxes in discontinued
    operations                       $1,315,480  $ 72,064  $ 112,873




                               F-44
<PAGE>
                               CAPCO RESOURCES INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1994
                                 (U.S. dollars)


1.  SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

The consolidated financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in Canada. Underlying
these principles is the assumption that the Company will be able to realize its
assets and pay its liabilities in the normal course of business (refer to Note
2).  The more significant of the Company's accounting policies are:

     a)   PRINCIPLES OF CONSOLIDATION

     The consolidated financial statements include the accounts of the Company
and its subsidiary, CAPCO Analytical Services Inc.  Oil and gas and other
miscellaneous operations were treated as discontinued operations as a definitive
merger agreement which contemplated the sale of these assets was signed January
20, 1995 (see Note 3). 

     b)   ANALYTICAL EQUIPMENT

   Analytical equipment is stated at cost less accumulated depreciation. 
Depreciation of equipment is provided principally on the straight-line method
over the estimated useful life of the equipment, ranging from three to seven
years.

     c)   INVESTMENT IN SABA POWER COMPANY LIMITED

     The investment in Saba Power Company Limited is recorded using the equity
method.  All operations to date have been pre-operational project development
costs and such costs have been capitalized.

     d)   EARNINGS PER SHARE

     Earnings per share is calculated using the weighted monthly average number
of shares outstanding.

2.   CORPORATE ITEMS

     a)   FINANCIAL ITEMS

    At December 31, 1994, the Company had a working capital deficiency of
$277,003.  The Company's ability to continue as a going concern and to realize
its assets and to discharge its liabilities (see Notes 3 and 5) is dependent
 upon
the Company obtaining profitable operations or receiving financial support from
its controlling shareholder. 

     b)   CONTROL

     At December 31, 1994, the Company was indirectly controlled by an 
individual
who indirectly held 85.29% of the issued common shares of the parent company,
CAPCO Resources Ltd. (see Note 10(b)).




                               F-45
<PAGE>
     c)   CAPCO ANALYTICAL SERVICES INC.

     In April 1994, the Company formed CAPCO Analytical Services, Inc. ("CAS"). 
CAS acquired $275,000 in assets to be used in laboratory analyses.  CAS assumed
liabilities related to the assets of $230,000 and agreed to pay the remaining
$45,000 by providing discount laboratory analysis to the seller. 

     d)   ACCOUNTING PRESENTATION

     The Company was incorporated in October 1993 and commenced operations when
the U.S. assets of its parent company were transferred to it for corporate
planning purposes.  The historical comparative financial information has been
presented as if the Company owned the assets from the time acquired by the 
parent
company as the purchase transaction occurred between companies under common
control.  Subsequent to December 31, 1994, the majority of the assets 
transferred
by its parent company to the Company were transferred to a related party or 
sold,
and accounted for as discontinued operations. 

3.   DISCONTINUED OPERATIONS

     a)   On September 15, 1995, the Company sold the shares of Saba de 
Colombia,
Inc., a U.S. subsidiary engaged in the exploration and development of petroleum
and natural gas in Colombia, to a third party for fair market value of
$2,601,719, and realized a gain net of taxes on the sale of the shares of
$1,429,256. The consideration received was in the form of: 

     Cash                                               $2,401,719
     400,000 cumulative, convertible, redeemable
     first preferred shares of PetroSantander
     Inc. bearing dividends at 8.5% per annum              200,000

                                                        $2,601,719
   
     $150,000 and the preferred shares remain in escrow pending review by
Colombian taxing authorities.

     b)  On December 1, 1995, the Company transferred to CAPCO Acquisub Inc., a
wholly-owned subsidiary of CAPCO Resources Ltd., all of its holdings of Saba
Petroleum Company and certain other assets and liabilities.  This 
transaction was
recorded at book value. The net assets transferred had a book value of
approximately $1,220,000, subsequently restated to ($400,114).

     The discontinued operations results for 1994, 1993, and 1992 are as 
follows:















                               F-46
<PAGE>
                                               Year ended December 31
                                            1994       1993         1992
  Income
    Oil and gas sales
     (net of royalties)                 $16,561,431  $14,888,250  $10,736,986
    Other income                            996,658      729,234      516,759
  
                                         17,558,089   15,617,484   11,253,745
  Expenses
   Production and operating              10,807,058    8,392,673    6,070,781
   General and administrative             2,530,929    2,998,152    1,775,247
   Interest and bank charges              1,252,507      810,168      498,607
   Depreciation, depletion
     and amortization                     2,744,054    2,555,213    1,551,673

                                         17,334,548   14,756,206    9,896,308

  Income before the following               223,541      861,278    1,357,437

  Income tax expense                        540,043      486,947      675,471
  Foreign exchange (gain) loss             (373,787)    (114,313)    (224,115)
  Minority interest                         249,665      (36,676)     140,861
  Dilution gain                            (370,907)    (165,304)           - 

                                             45,014      170,654      592,217
                                             
  Income for the year                   $   178,527  $   690,624  $   765,220

     The following summarizes the carrying value of major assets and liabilities
of the discontinued operations transferred which has been reflected in the
consolidated balance sheet as net assets from discontinued operation.  The 
assets
and liabilities were held primarily through investments in shares in other
companies and were not directly owned:

                                           Year ended December 31
                                   1994           1993            1992

Net working capital            $(4,026,062)   $(2,583,420)    $(2,527,348)
Capital assets                  16,798,922     13,060,590      13,169,002
Other assets                       652,415        680,222         378,768
Minority interest               (3,080,083)    (1,834,087)     (1,548,533)
Long-term debt                  (5,385,221)    (4,875,000)     (3,612,649)
Deferred tax and other            (664,617)      (306,786)        (37,000)
Pension liability               (1,844,360)    (1,554,154)     (1,765,644)
Deferred foreign exchange gain    (420,379)      (450,270)              -
Due to affiliated companies     (1,458,579)    (1,476,872)     (4,084,913)

                               $   572,036    $   660,023     $   (28,317)

4. CAPITAL ASSETS
                                                   December 31
                                           1994                     1993
                                        Accumulated    Net book   Net book
                                 Cost   amortization    value       value  

Analytical equipment           $275,000    $24,656    $250,344    $    -
      


                               F-47
<PAGE>
5. INVESTMENT IN SABA POWER COMPANY LIMITED ("SABA POWER")

    During 1994, Saba Power and several partners received approval to develop, 
construct and operate a 109 Megawatt power generating plant in the Islamic
Republic of Pakistan.  The Company holds an indirect equity investment in Saba
Power of 25.2%.  At December 31, 1994, the Company's investment represents its
share of project development costs incurred to that date. 

     The recoverability of the investment is dependent upon successful 
completion
of the project and commencement of commercial production.  The Company and its
partners provided a performance guarantee through a bank in Pakistan, in the
amount of approximately $355,000 at December 31, 1994 (10,900,000 Rupees).

    The agreements between the partners and the Government of Pakistan have
several conditions, the most significant being:

     i)   To maintain its 25.2% interest in the project, the Company must fund
an initial equity investment of $6.75 million which includes earning a
development fee from the project of $2.7 million, which must be reinvested as
part of the Company's equity commitment.  In a letter dated December 29, 1995,
the Company agreed with the majority equity holder, Cogen Technologies Inc.
("Cogen"), that the Company would borrow all additional equity from Cogen, which
is necessary to fund the amount in excess of $6.75 million, including interest
at 15% per annum to be paid out of the cashflow of the project if not paid 
sooner
by the Company.  The Company also confirms that, at the financial closing
(currently March 17, 1996) of the project, it will deposit 50% of the $4.05
million required, after receiving the development fee, and the amount borrowed
from Cogen.  The remaining 50% will be deposited with Cogen on the first
anniversary of the financial closing.  Should the Company not meet its required
equity commitment, the majority equity partner will fund the difference and
reduce the Company's interest proportionately.

     ii)  Cogen agreed to fund all project development costs subsequent to
September 30, 1994 and will carry on day to day operations of the project,
including design, engineering, selecting equipment, obtaining financing and
overseeing construction and operations.

     iii) The Company must reimburse its proportionate share of all project
development costs, paid for by Cogen, including interest at 15% per annum.  The
Company will be responsible for its proportionate share of all remaining project
costs as incurred.

     iv)  On September 17, 1995 Saba Power entered into an agreement with the
Government of Pakistan to increase the Performance Guarantee to $728,000 (23
million Rupees) valid up to January 18, 1996 and to move the date of Financial
Close under the Letter of Support to December 17, 1995. 

     The Company has not yet determined how it will obtain the necessary
financing for its share of the initial equity commitment but is investigating
options available to it.

     The Company has a commitment outstanding for $75,000 as a finders fee
relating to the project and $60,750 as a letter of credit fee.

6.  INCOME TAXES

     The provision for income taxes in the Statement of Operations varies from
the amount that would be computed by applying the expected income tax rate of

                               F-48
<PAGE>
37.5% (1993 and 1992 - 37.5%) to income from continuing operations. The 
principal
reasons for the difference between such "expected" income tax expense and the
amount actually recorded are as follows:                                       
         
 Year ended December 31:                          1994      1993     1992

Computed "expected" income tax recovery        $(48,575)   $(856)   $  -
Tax losses carried forward applied               48,575      856       -

                                               $      -    $   -    $  -

7.  SEGMENTED INFORMATION

     During 1994 and 1993 the Company operated predominately in one industry
segment - Laboratory Analysis in the United States and invested in a Power
Project in Pakistan (see Note 5).

                                   United
1994                               States    Pakistan     Other      Total

Revenue                          $ 472,148  $       -  $        -  $  472,148  
                              
Segment operating profit (loss)  $(129,532) $       -  $  178,527  $   48,995

Identifiable assets               $ 388,660  $ 150,865  $  572,036  $1,111,561 


Depreciation and amortization    $  24,656  $       -  $2,744,054  $2,768,710

1993

Revenue                          $       -  $       -  $        -  $        -  

Segment operating profit (loss)  $  (2,282) $       -  $  690,624  $  688,342

Identifiable assets              $      -   $       -  $  660,023  $  660,023

Depreciation and amortization    $      -   $       -  $2,555,213  $2,555,213

8.  COMMITMENTS AND CONTINGENCIES

     The Company is subject to extensive Federal, State and local environmental
laws and regulations.  These laws, which are constantly changing, include
regulations of the discharge of materials into the environment.  The Company
believes that it is in compliance with existing laws and regulations.

LEASES

     The Company is committed under cancelable leases for office space, which
expire in 1998.  Future minimum payments are as follows:
                      1995                   $80,400
                      1996                    80,400
                      1997                    80,400
                      1998                    33,500

9.  RELATED PARTY TRANSACTIONS

     Related party transactions are described as follows:

                               F-49
<PAGE>
     The Company has in the past, advanced and received funds with related
parties. All of these transactions have been included in discontinued operations
(see Note 3), including the amount from net assets from discontinued operations.

10. SUBSEQUENT EVENTS

      a)   On April 22, 1995, the Company signed a Project Development and 
Share-holders' Agreement relating to the power generating plant in Pakistan 
which
converted the indirect equity holding into direct investment in Saba Power.

     b)   On January 20, 1995, the Company's parent entered into a definitive
merger agreement with Meteor Industries, Inc. (Meteor), a United States public
company engaged in the wholesale and retail marketing of petroleum products with
operations in Colorado and New Mexico.  The Company's parent was to exchange
shares of the parent for all the shares of Meteor.  Although the number of 
shares
was to be determined, the Company's parent would issue a maximum of 2,091,250
shares. This agreement was canceled and a new agreement between the Company, its
parent, and Meteor was entered into and closed on December 1, 1995.

     The new agreement merged the Company with Meteor in a reverse takeover
whereby all of the shares of the Company were exchanged for 1,745,000 shares of
Meteor, representing 57.8% of the total outstanding shares of Meteor after the
transaction.  In connection with this agreement, the Company transferred its
interest in Saba Petroleum Company and certain other assets and liabilities to
another wholly-owned subsidiary of the Company's parent.  This resulted in the
discontinuation of operations in oil and gas production and in other assets,
liabilities and revenues and expenses which are allocated to discontinued
operation (see Note 3).  The acquisition will be accounted for as a purchase of
Meteor by the Company with income being recorded from the date of acquisition.
The estimated purchase price allocation based upon the August 31, 1995 financial
statements of Meteor is as follows: 

              Current assets                 $ 6,682,503
              Capital assets                   7,677,652
              Other assets                     2,131,081
              Current liabilities             (6,950,574)
              Long-term liabilities           (2,095,660)
              Deferred taxes                  (1,682,051)
              Minority interest               (3,488,310)
             
                                            $ 2,274,641

     c)   On September 15, 1995, the Company sold its interest in Saba de
Colombia, Inc.  The proceeds of the sale were used to advance monies to Saba
Petroleum Company and to pay some liabilities.  The operations of Saba de
Colombia, Inc. and the gain on sale are included in discontinued operations (see
Note 3).
 
     d)   Restructuring of the Saba Power commitment as disclosed in Note 5.

11.  DIFFERENCES BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING
     PRINCIPLES ("GAAP")

     There are no material differences between Canadian and U.S. GAAP.




                               F-50
<PAGE>






                                  (INSIDE BACK COVER)






(picture of hot air balloon                   (Picture of hot air balloon)
with "Graves Oil & Butane" 
logo)











(Picture of Graves Oil &                      (Picture of tank trucks)
Butane tank truck)<PAGE>
     No person is authorized to 
give any information or to make 
any representation other than 
those contained in this Pros-
pectus, and if given or made                 600,000 Shares of Common Stock
such information or represen-                600,000 Redeemable Warrants
tation must not be relied upon               
as having been authorized.                   
This Prospectus does not con-
stitute an offer to sell or a                METEOR INDUSTRIES, INC.
solicitation of an offer to buy 
any securities other than the 
securities offered by this Pros-
pectus or an offer to sell or a 
solicitation of an offer to buy 
the securities in any jurisdic-
tion to any person to whom it is 
unlawful to make such offer or 
solicitation in such jurisdiction. 

         TABLE OF CONTENTS
                                Page

Prospectus Summary..............   
Risk Factors....................    
The Company.....................   
Price Range of Common Stock.....                   __________________
Dividend Policy.................  
Selected Financial Information..                       PROSPECTUS
Pro Forma Consolidated State-                      __________________
 ment of Operations.............    
Management's Discussion and
 Analysis of Financial Condi-
 tion and Results of Operations.   
Use of Proceeds.................  
Business........................  
Management......................                  Westport Resources
Security Ownership of Manage-                  Investment Services, Inc.
  ment and Principal Shareholders  
Certain Transactions............  
Description of Securities.......  
Underwriting....................                     ________, 1997
Selling Shareholders............  
Legal Matters...................   
Experts.........................  
Index to Financial Statements...
<PAGE>
                                  PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The estimated expenses of the offering, all of which are to be borne by the
Registrant, are as follows:
   
      SEC Filing Fee . . . . . . . . . . . . . . . . . . . . . $  2,950
      AMEX Initial Listing Fees. . . . . . . . . . . . . . . .   32,500
      NASD Filing Fee. . . . . . . . . . . . . . . . . . . . .    1,355
      Underwriter's Non-Accountable Expense Allowance. . . . .   91,800
      Printing Expenses. . . . . . . . . . . . . . . . . . . .   25,000
      Accounting Fees and Expenses . . . . . . . . . . . . . .   40,000
      Legal Fees and Expenses. . . . . . . . . . . . . . . . .   40,000
      Registrar and Transfer Agent Fees. . . . . . . . . . . .    1,000
      Miscellaneous. . . . . . . . . . . . . . . . . . . . . .    4,395

           Total . . . . . . . . . . . . . . . . . . . . . . . $239,000
    

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The only statute, charter provision, bylaw, contract, or other arrangement
under which any controlling person, Director or Officer of the Registrant is
insured or indemnified in any manner against any liability which he may incur in
his capacity as such, is as follows:

     As permitted by Colorado law, the Company's Articles of Incorporation
provide that the Company will indemnify its directors and officers against
expenses and liabilities they incur to defend, settle, or satisfy any civil or
criminal action brought against them on account of their being or having been
Company directors or officers unless, in any such action, they are adjudged to
have acted with gross negligence or willful misconduct.  Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that, in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in that Act and is, therefore, unenforceable.

       Pursuant to the provisions of the Colorado Business Corporation Act, the
Company's Articles of Incorporation exclude personal liability for its directors
for monetary damages based upon any violation of their fiduciary duties as
directors, except as to liability for any breach of the duty of loyalty, acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, acts in violation of Section 7-108-403 of the Colorado 
Business
Corporation Act, or any transactions from which a director receives an improper
personal benefit.










                               II-1
<PAGE>
ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES.

     During its past three fiscal years, the Company issued securities which 
were
not registered under the Securities Act of 1933, as amended (the "Act"), as
follows.  The numbers of shares of Common Stock stated give retroactive effect
to an 8% stock dividend which was effected in June 1995.

     During the period from April 15, 1993 through August 16, 1993, the Company
issued 635,000 shares of its Common Stock to 27 persons who were officers,
directors and sophisticated investors (includes the conversion of Series A
Preferred Stock into Common Stock) as follows:
<TABLE>
<CAPTION>
                                                       Amount and Type
               Name              Number of Shares     of Consideration 
    <S>                            <C>                <C>
     Edward J. Names<FN1>           325,000            $12,500 Cash
                                                       $   300 Services

     Dennis R. Staal<FN2>           105,000            $17,000 Cash
                                                       $   300 Services

     Almo Industries                 50,000            $ 6,250 Cash
                                                       $   300 Services

     John D. Bellino                  2,000            $ 2,000 Cash
     John E. Bradley                  2,000            $ 2,000 Cash
     Richard B. Cutforth              5,000            $ 5,000 Cash
     Michael J. Derrick               2,500            $ 2,500 Cash
     Donald A. French                 5,000            $ 5,000 Cash
     Geraldine Gibson                 3,000            $ 3,000 Cash
     John A. Gould                    5,000            $ 5,000 Cash
     Gerald M. Greenberg             10,000            $10,000 Cash
     H. Wayne Hoover                  2,500            $ 2,500 Cash
     Kim E. Hensley                  30,000            $30,000 Cash
     C. Thomas Houseman               5,000            $ 5,000 Cash
     Lear 171 Inc.                   10,000            $10,000 Cash
     James L. Lewis                   2,500            $ 2,500 Cash
     Phil & Barbara Minnis           10,000            $10,000 Cash
     C.L. Nordstrom                   5,000            $ 5,000 Cash
     Sandra L. Schlueter              3,000            $ 3,000 Cash
     Michael Skurich                  5,000            $ 5,000 Cash
     ENS Family Partnership          10,000            $10,000 Cash
     John & Dinah Sullivan, TTEE     10,000            $10,000 Cash
     TBT Family Partners, Ltd.        5,000            $ 5,000 Cash
     Gary R. Tice                     5,000            $ 5,000 Cash
     Daniel J. Vogl                   5,000            $ 5,000 Cash
     Pamela J. Wilkinson              2,500            $ 2,500 Cash
     ITEN                            10,000            $10,000 Cash
<FN>
<FN1>
Includes shares issued to Mr. Names' wife.
<FN2>






                               II-2
<PAGE>
Includes shares issued to a corporation controlled by Mr. Staal.               
</FN>
</TABLE>                   
     In connection with these issuances, the Company relied on Section 4(2) of
the Securities Act of 1933, as amended.  The shares were offered for investment
only and not for the purpose of resale or distribution, and the transfer thereof
was appropriately restricted by the Company.

     During January 1994, the Company sold 200,000 shares of Common Stock for an
aggregate of $1,000,000 in cash.  The Company paid a commission of $100,000 to
VTR Capital, Inc. for its services as underwriter, and issued it Underwriter's
Warrants to purchase 30,250 shares of the Company's Common Stock.  In March 
1996,
the Company renegotiated the terms of the Underwriter's Warrants to reduce the
exercise price and reduce the number of shares issuable to 17,000.

     With respect to these sales, the Company relied on Section 3(b) of the
Securities Act of 1933, as amended, and Regulation A promulgated thereunder. 
Each investor was given a copy of an Offering Circular containing complete
information concerning the Company, an Offering Statement on Form 1-A was filed
with the SEC and the Company complied with the other applicable requirements of
Regulation A.

     In June 1995, the Company sold 396,360 shares of its Common Stock to four
sophisticated investors for an aggregate of $734,000 in cash as follows:

                                                          Amount and Type
              Name                Number of Shares       of Consideration 

     Capco Resources, Inc.*            378,000           $700,000 in cash
     C. Thomas Houseman                  2,160           $  4,000 in cash
     Charles R. Gwirtsman               10,800           $ 20,000 in cash
     Sawyer Family Partners              5,400           $ 10,000 in cash
     __________________

* The shares sold to Capco Resources, Inc. were subsequently resold to Adres
Chaudhary.

     Also in June 1995, the Company issued 5,803 shares of its Common Stock to
employees of its Graves subsidiary under Graves' 401(k) plan.  The shares issued
were valued at $4.63 per share.

     In October 1995, the Company sold 7,000 shares of its Common Stock to two
sophisticated investors for the consideration set forth as follows:

                                                          Amount and Type
              Name                Number of Shares       of Consideration 

      C. Thomas Houseman               2,000             $4,000 in cash

      Paul Greaves                     5,000             $6,000 in cash and 
                                                         $4,000 in services

     In connection with the issuances made in June and October 1995, the Company
relied on Section 4(2) of the Securities Act of 1933, as amended.  The shares
were



                               II-3<PAGE>
<PAGE>
offered for investment only and not for the purpose of resale or distribution,
and the transfer thereof was appropriately restricted by the Company.

     In November 1995, the Company issued 1,745,000 shares of its Common Stock
in exchange for all of the outstanding stock of Capco Resources, Inc., a
 Delaware
corporation.  The shares of the Company's Common Stock issued in this
 transaction
were issued to a U.S. subsidiary of Capco Resources Ltd., an Alberta 
corporation,
which is listed on the Alberta Stock Exchange. 

     In connection with this issuance, the Company relied on Section 4(2) of the
Securities Act of 1933, as amended.  The shares were offered for investment only
and not for the purpose of resale or distribution, and the transfer thereof was
appropriately restricted by the Company.

     In May and June 1996, the Company sold shares of the Company's Common Stock
to 21 accredited investors and 3 unaccredited investors in a private offering. 
A total of 270,000 shares of Common Stock were sold in this offering for an
aggregate of $704,700 in cash.  The Company paid no commissions in connection
with this offering.

    In February and March of 1997, the Company sold shares and warrants to
purchase  the Company's Common Stock to 16 accredited investors in a private
offering.  A Total of 130,000 shares of Common Stock and 130,000 warrants were
sold in this offering for an aggregate of $520,000 in cash.  The Company paid no
commissions in connection with this offering. Each warrant allows the holder to
purchase one share of Common Stock at $5.00 per share from March 28, 1998 until
March 27, 1999.

     With respect to these sales, the Company relied on Section 4(2) of the
Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated
thereunder.  Each investor was given a copy of a Private Placement Memorandum
containing information concerning the Registrant, a Form D was filed with 
the SEC
and the Company complied with the other applicable requirements of Rule 506. 
Each investor signed a subscription agreement in which he represented that 
he was
purchasing the shares for investment only and not for the purpose of resale or
distribution.  The appropriate restrictive legends were placed on the
certificates and stop transfer instructions were issued to the transfer agent.

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 
     (a)  The following Exhibits are filed as part of this Registration 
Statement pursuant to Item 601 of Regulation S-K: 

 Exhibit                                                                       
Sequential
   No.      Description                        Location
   
  1.1       Form of Underwriting Agreement     Included with Amendment No. 2

  1.2       Form of Selected Dealers Agree-    Included with Amendment No. 2
            ment

  1.3       Form of Agreement Among Under-     Included with Amendment No. 2
            writers
    




                               II-4
<PAGE>
  3.1       Articles of Incorporation,         Incorporated by reference
            as amended                         to Exhibit 2.1 to Regis-
                                               trant's Form 1-A Offering
                                               Statement (SEC File No. 
                                               24D-3802 SML)

  3.2       Bylaws                             Incorporated by reference    
                                               to Exhibit 2.2 to Regis-
                                               trant's Form 1-A Offering
                                               Statement (SEC File No. 
                                               24D-3802 SML)
   
  4.1       Form of Warrant Agreement with     Filed herewith electroncially
            American Securities Transfer
            & Trust, Inc.
    
   
  4.2       Form of Representative's Warrant   Included with Amendment No. 2


  5         Opinion of Krys Boyle Freedman     Included with Amendment No. 2
            Scott & Sawyer, P.C.   
    
 10.1       Stock Option Plan                  Incorporated by reference
                                               to Exhibit 6.1 to Regis-
                                               trant's Form 1-A Offering
                                               Statement (SEC File No. 
                                               24D-3802 SML)

 10.2       Stock Purchase Agreement           Incorporated by reference
            among Registrant, Graves           to Exhibit 6.2 to Regis-
            Oil & Butane Co., Inc. and         trant's Form 1-A Offering
            Theron J. Graves dated             Statement (SEC File No. 
            June 23, 1993, Amendment           24D-3802 SML)
            dated August 23, 1993, and 
            Closing Memorandum dated 
            September 28, 1993

 10.3       $2,350,000 Promissory Note         Incorporated by reference
            Payable to Theron J. Graves        to Exhibit 6.3 to Regis-
            and Security Agreement             trant's Form 1-A Offering
                                               Statement (SEC File No. 
                                               24D-3802 SML)

 10.4       Notes Receivable ($550,000         Incorporated by reference
            and $100,000) from Theron J.       to Exhibit 6.4 to Regis-
            Graves                             trant's Form 1-A Offering
                                               Statement (SEC File No. 
                                               24D-3802 SML)

 10.5       Registration Agreement re-         Incorporated by reference 
            garding Subsidiary's Pre-          to Exhibit 6.5 to Regis-
            ferred Stock                       trant's Form 1-A Offering
                                               Statement (SEC File No. 
                                               24D-3802 SML)

 


                               II-5
<PAGE>
10.6       Security Agreement regarding       Incorporated by reference
            Subsidiary's Preferred Stock       to Exhibit 6.6 to Regis-
                                               trant's Form 1-A Offering
                                               Statement (SEC File No. 
                                               24D-3802 SML)

 10.7       Consulting Agreement with          Incorporated by reference
            Theron J. Graves                   to Exhibit 6.7 to Regis-
                                               trant's Form 1-A Offering
                                               Statement (SEC File No. 
                                               24D-3802 SML)

 10.8       Lease regarding corporate          Incorporated by reference
            Offices and storage yard           to Exhibit 6.11 to Regis-
                                               trant's Form 1-A Offering
                                               Statement (SEC File No. 
                                               24D-3802 SML)

 10.9       Lease regarding Albuquerque        Incorporated by reference
            warehouse                          to Exhibit 6.12 to Regis-
                                               trant's Form 1-A Offering
                                               Statement (SEC File No. 
                                               24D-3802 SML)

 10.10      Lease regarding East Main          Incorporated by reference
            Properties                         to Exhibit 6.13 to Regis-
                                               trant's Form 1-A Offering
                                               Statement (SEC File No. 
                                               24D-3802 SML)

 10.11       Norwest Credit and Security       Incorporated by reference
             Agreement                         to Exhibit 6.14 to Regis-
                                               trant's Form 1-A Offering
                                               Statement (SEC File No. 
                                               24D-3802 SML)

 10.12       $4,000,000 Note Payable to        Incorporated by reference
             Norwest (partially drawn upon)    to Exhibit 6.15 to Regis-
                                               trant's Form 1-A Offering
                                               Statement (SEC File No. 
                                               24D-3802 SML)

 10.13       Meteor Corporate Guarantee        Incorporated by reference
             as regarding Norwest              to Exhibit 6.16 to Regis-
                                               trant's Form 1-A Offering
                                               Statement (SEC File No. 
                                               24D-3802 SML)
               
 10.14       Employment Agreement with         Incorporated by reference
             Edward J. Names                   to Exhibit 6.17 to Regis-
                                               trant's Form 1-A Offering
                                               Statement (SEC File No. 
                                               24D-3802 SML)






                               II-6<PAGE>
<PAGE>
 10.15       Leases regarding Cortez           Incorporated by reference
             truck stop                        to Exhibit 6.18 to Regis-
                                               trant's Form 1-A Offering
                                               Statement (SEC File No. 
                                               24D-3802 SML)

 10.16       Agreement between the             Incorporated by reference
             Registrant and Hillger Oil        to Exhibit 10.16 to Regis-
             Co., Inc.                         trant's Registration State-
                                               ment on Form 10 (SEC File
                                               No. 0-27968)

 10.17       Lease Agreement between           Incorporated by reference
             Hillger Oil Co., Inc. and         to Exhibit 10.17 to Regis-
             Hillco, Inc.                      trant's Registration State-
                                               ment on Form 10 (SEC File
                                               No. 0-27968)

 10.18       Credit and Security Agree-        Incorporated by reference
             ment between Hillger Oil          to Exhibit 10.18 to Regis-
             Co., Inc. and Norwest             trant's Registration State-
             Business Credit, Inc.             ment on Form 10 (SEC File
                                               No. 0-27968)

 10.19       Project Development and           Incorporated by reference
             Shareholders' Agreement           to Exhibit 10.19 to Regis-
             for Pakistan Power Project        trant's Registration State-
                                               ment on Form 10 (SEC File
                                               No. 0-27968)

 10.20       Amended and Restated Share        Incorporated by reference
             Exchange and Reorganization       to Exhibit 10.20 to Regis-
             Agreement                         trant's Registration State-
                                               ment on Form 10 (SEC File
                                               No. 0-27968)

 10.21       Amendment to Employment           Incorporated by reference
             Agreement with Edward J.          to Exhibit 10.21 to Regis-
             Names                             trant's Registration State-
                                               ment on Form 10 (SEC File
                                               No. 0-27968)

 10.22       Amended and Restated              Incorporated by reference
             Promissory Note from Saba         to Exhibit 10.22 to Regis-
             Petroleum Company to Capco        trant's Registration State-
             Resources, Inc.                   ment on Form 10 (SEC File
                                               No. 0-27968)

 10.23       Amendment to Project              Incorporated by reference
             Development and Shareholders'     to Exhibit 10.23 to Regis-
             Agreement for Pakistan Power      trant's Registration State-
             Project                           ment on Form 10 (SEC file
                                               No. 0-27968)

 10.24       Agreement between Capco           Incorporated by reference
             Resources, Inc. and Saba          to Exhibit 10.24 to Regis-
             Petroleum Company dated           trant's Registration State-
             April 24, 1996                    ment on Form 10 (SEC File
                                               No. 0-27968)
                               II-7

<PAGE>
 10.25       Amended and Restated Agree-       Included in initial filing
             ment between Capco Resources,
             Inc. and Saba Petroleum
             Company dated August 1, 1996


 10.26       Employment Agreement between      Included with Amendment No. 1
             Pyramid Stores, Inc. and Paul
             W. Greaves

 10.27       1997 Incentive Plan               Incorporated by reference to
                                               Exhibit 10.23 to Registrant's
                                               Form 10-K for the year ended
                                               December 31, 1996 (SEC File No.
                                               0-27968)
                     
 10.28       Second Amended and Restated       Incorporated by reference to 
             Agreement between Meteor          Exhibit 10.24 to Registrant's
             Industries, Inc., Capco           Form 10-K for the year ended
             Resources, Inc. and Saba          December 31, 1996(SEC File No.
             Petroleum Company                 0-27968)
            
 10.29       Shareholder's Agreement among     Incorporated by reference to
             Cogen Technologies Saba Capital   Exhibit 10.25 to Registrant's
             Company, LLC, Capco Resources,    Form 10-K for the year ended
             Inc., et al                       December 31, 1996(SEC File No.
                                               0-27968)

 10.30       Letter Agreement with Western     Incorporated by reference to
             Energy Resources Limited          Exhibit 10.26 to Registrant's
                                               Form 10-K for the year ended
                                               December 31, 1996(SEC File No.
                                               0-27968)

 10.31       Letter Agreement between Meteor   Incorporated by reference to
             Industries, Inc. and Capco        Exhibit 10.27 to Registrant's
             Resources, Ltd. dated April       Form 10-K for the year ended
             23, 1996                          December 31, 1996(SEC File No.
                                               0-27968)
 
 11          Computation of per Share          Incorporated by reference to 
             earnings of Common Stock          Exhibit 11 to Registrant's
                                               Form 10-K for the year ended
                                               December 31, 1996(SEC File No.
                                               0-27968)
                             
 21          Subsidiaries of the               Incorporated by reference to
             Registrant                        Exhibit 21 to Registrant's
                                               Form 10-K for the year ended
                                               December 31, 1996(SEC File No.
                                               0-27968)
                                                         
 23.1        Consent of Krys Boyle             Included in Exhibit 5
             Freedman Scott & Sawyer, PC

 23.2        Consent of Coopers & Lybrand      Filed herewith electronically
             L.L.P.


                               II-8
<PAGE>
 23.3        Consent of Squire & Woodward      Filed herewith electronically
             P.C.

 23.4        Consent of Price Waterhouse       Filed herewith electronically


All financial statement schedules have been omitted, as the required information
is inapplicable or the information is presented in the financial statements or
the notes thereto.

ITEM 17.  UNDERTAKINGS.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant 
has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a Director, Officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
Director, Officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

     The undersigned Registrant hereby undertakes:

     (1)  For purpose of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

     (2)  For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. 

     (3)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after 
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement; 

          (iii)  To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the Registration Statement.

                               II-9
<PAGE>
     (4)  That, for the purpose of determining any liability under the 
Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (5)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering. 


















































                              II-10

<PAGE>
                                   SIGNATURES
   
     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 3 to the  Registration Statement to be signed
on its behalf by the undersigned thereunto duly authorized, in  the City of
Denver, State of Colorado, on the 23rd day of May, 1997.
    
                                       METEOR INDUSTRIES, INC.


                                       By /s/ Ilyas Chaudhary
                                         Ilyas Chaudhary,
                                         Chief Executive Officer
   
     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

           Signature                     Title                    Date

/s/ Ilyas Chaudhary
                                      Chairman, Chief         May 23,1997
Ilyas Chaudhary                       Executive Officer
                                      and Director

/s/ Edward J. Names
                                      President and           May 23, 1997
Edward J. Names                       Director


/s/ Dennis R. Staal                   Secretary, Treasurer    May 23, 1997
Dennis R. Staal                       (Principal Financial
                                      and Accounting Officer)
                                      and Director
    
























                              II-11


EXHIBIT 4.1
                               WARRANT AGREEMENT

                             METEOR INDUSTRIES, INC.

                                     AND

                   AMERICAN SECURITIES TRANSFER & TRUST, INC.
                                WARRANT AGENT

                              ------------, 1996

     THIS AGREEMENT (the "Agreement") is dated as of ------------, 1996, between
Meteor Industries, Inc., a Colorado corporation (the "Company"), and American
Securities Transfer & Trust, Inc., Lakewood, Colorado (the "Warrant Agent").

     WHEREAS, the Company proposes to offer to the public up to 690,000 shares
of common stock, $.001 par value (the "Common Stock") of the Company and 690,000
Redeemable Common Stock Purchase Warrants (the "Warrants"), with each such
Warrant entitling the holder to purchase one share of Common Stock; 

     WHEREAS, the Company desires to provide for issuance of warrant 
certificates
(the "Warrant Certificates") representing the Warrants; and

     WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing so to act, in connection with the
issuance, registration, transfer and exchange of Warrant Certificates and
exercise of the Warrants,

     NOW, THEREFORE, in consideration of the promises and the mutual agreements
hereinafter set forth, it is agreed that:

     1.   WARRANTS/WARRANT CERTIFICATES.  Each Warrant shall entitle the holder
(the "Registered Holder" or, in the aggregate, the "Registered Holders") in 
whose
name the Warrant Certificate shall be registered on the books maintained by the
Warrant Agent to purchase one share of Common Stock of the Company on exercise
thereof, subject to modification and adjustment as provided in Section 8.  
A copy
of the form of Warrant Certificate is attached hereto as Exhibit A.

          Warrant Certificates representing the right to purchase Warrant Shares
shall be executed by the Company's President and attested to by the Company's
Secretary or Assistant Secretary and delivered to the Warrant Agent upon
execution of this Agreement. 

          Subject to the provisions of Sections 3, 5, 6 and 7, the Warrant Agent
shall deliver Warrant Certificates in required whole number denominations to
Registered Holders in connection with any transfer or exchange permitted under
this Agreement.  Except as provided in Section 6 hereof, no Warrant Certificates
shall be issued except (i) Warrant Certificates initially issued hereunder, (ii)
Warrant Certificates issued on or after the initial issuance date, upon the
exercise of any Warrants, to evidence the unexercised Warrants held by the
exercising Registered holder, and (iii) Warrant Certificates issued after the
initial issuance date, upon any transfer or exchange of Warrant Certificates or
replacements of lost or mutilated Warrant Certificates.

     2.   FORM AND EXECUTION OF WARRANT CERTIFICATES.  The Warrant Certificates
shall be substantially in the form attached as Exhibit A.  The Warrant
Certificates shall be dated as of the date of their issuance, whether on initial
issuance, transfer or exchange or in lieu of mutilated, lost, stolen or 
destroyed
Warrant Certificates.

          Each such Warrant Certificate shall be numbered serially in accordance
with the Common Stock initially attached thereto with the letter "W" appearing
on each Warrant Certificate.  The Warrant Certificates may be detached
immediately, and, in such event, the Warrant Certificates may be issued by 
number
preceded by the letter "W" without regard to the number of the certificate
representing the Common Stock initially attached thereto.

          The Warrant Certificates shall be manually countersigned by the 
Warrant
Agent and shall not be valid for any purpose unless so countersigned.  In the
event any officer of the Company who executed the Warrant Certificates shall
cease to be an officer of the Company before the date of issuance of the Warrant
Certificates or before countersignature and delivery by the Warrant Agent, such
Warrant Certificates may be countersigned, issued and delivered by the Warrant
Agent with the same force and effect as though the person who signed such 
Warrant
Certificates had not ceased to be an officer of the Company.

     3.   EXERCISE.  Subject to the provisions of Sections 4, 7 and 8, each
Warrant may be exercised to purchase one share of Common Stock at a price (the
"Exercise Price") of $---- at any time during the period (the "Exercise Period")
commencing on the date (the "Initial Exercise Date") of the Company's Prospectus
(therefore, commencing on ----------, 1996) and terminating on a date (the
"Expiration Date") two (2) years after the date of the Company's Prospectus
(therefore, terminating on ------------, 1998), unless extended by a majority
vote of the Company's Board of Directors at its discretion.  The Company shall
promptly notify the Warrant Agent of any extension of the Exercise Period of the
Warrants.  A Warrant shall be deemed to have been exercised immediately prior to
the close of business on the date (the "Exercise Date") of the surrender for
exercise of the Warrant Certificate.  The exercise form shall be executed by the
Registered Holder thereof or his attorney duly authorized in writing and will be
delivered together with payment to the Warrant Agent at American Securities
Transfer & Trust, Inc., 938 Quail Street, No. 101, Lakewood, Colorado 80216 (the
"Corporate Office"), in cash or by official bank or certified check, of an
 amount
equal to the aggregate applicable Exercise Price, in lawful money of the United
States of America.

          Unless Warrant Shares may not be issued as provided herein, the person
entitled to receive the number of Warrant Shares deliverable on such exercise
shall be treated for all purposes as the holder of such Warrant Shares as of the
close of business on the Exercise Date.  In addition, the Warrant Agent shall
also, at such time, verify that all of the conditions precedent to the issuance
of Warrant Shares set forth in Section 4 have been satisfied as of the Exercise
Date.  If any one of the conditions precedent set forth in Section 4 are not
satisfied as of the Exercise Date, the Warrant Agent shall request written
instructions from the Company as to whether to return the Warrant and Exercise
Price to the exercising Registered Holder or to hold the same until all such
conditions have been satisfied. The Company shall not be obligated to issue any
fractional share interests in Warrant Shares issuable or deliverable on the
exercise of any Warrant or scrip or cash therefore and such fractional shares
shall be of no value whatsoever.  If more than one Warrant shall be exercised at
one time by the same Registered Holder, the number of full Shares which shall be
issuable on exercise thereof shall be computed on the basis of the aggregate
number of full shares issuable on such exercise.

          Within thirty days after the Exercise Date, and in any event prior to
the applicable Expiration Date, pursuant to a Stock Transfer Agreement between
the Company and Warrant Agent, the Warrant Agent shall cause to be issued and
delivered to the person or persons entitled to receive the same, a certificate 
                                    -2-
<PAGE>
or certificates for the number of Warrant Shares deliverable on such exercise. 
No adjustment shall be made in respect of cash dividends on Warrant Shares
delivered on exercise of any Warrant.  The Warrant Agent shall promptly notify
the Company in writing of any exercise and of the number of Warrant Shares
delivered and shall cause payment of an amount in cash equal to the Exercise
Price to be promptly made to the order of the Company.

          Upon the exercise of any Warrant, the Warrant Agent shall promptly
deposit the payment into an escrow account established by mutual agreement 
of the
Company and the Warrant Agent at a federally insured commercial bank.  All funds
deposited in the escrow account will be disbursed on a weekly basis to the
Company once they have been determined by the Warrant Agent to be collected
funds.  Once the funds are determined to be collected, the Warrant Agent shall
cause the share certificate(s) representing the exercised Warrants to be issued.

          Expenses incurred by American Securities Transfer & Trust, Inc. while
acting in the capacity as Warrant Agent will be paid by the Company.  These
expenses, including delivery of exercised share certificates to the shareholder,
will be deducted from the exercise fee submitted prior to distribution of funds
to the Company.

          A detailed accounting statement relating to the number of shares
exercised and the net amount of exercised funds remitted will be given to the
Company with the payment of each exercise amount.  This will serve as an interim
accounting for the Company's use during the Exercise Period.  A complete
accounting will be made by the Warrant Agent to the Company concerning all
persons exercising Warrants, the number of shares issued and the amounts paid at
the completion of the Exercise Period.

          The Company may deem and treat the Registered Holder of the Warrants
at any time as the absolute owner thereof for all purposes, and the Company 
shall
not be affected by any notice to the contrary.  The Warrants shall not entitle
the holder thereof to any of the rights of shareholders or to any dividend
declared on the Common Stock unless the holder shall have exercised the Warrants
and purchased the shares of Common Stock prior to the record date fixed by the
Board of Directors of the Company for the determination of holders of Common
Stock entitled to such dividend or other right.

     4.   RESERVATION OF SHARES AND PAYMENT OF TAXES.  The Company covenants 
that
it will at all times reserve and have available from its authorized Common Stock
such number of shares as shall then be issuable on the exercise of all
outstanding Warrants.  The Company covenants that all Warrant Shares which shall
be so issuable shall be duly and validly issued, fully paid and nonassessable,
and free from all taxes, liens and charges with respect to the
issue thereof.

          The Company and the Warrant Agent acknowledge that the Company
will be required, pursuant to the Securities Act of 1933, as amended (the
"Act"), to deliver to each Registered Holder, upon the exercise of Warrants
and delivery of Warrant Shares, a prospectus covering the issuance of the
Warrant Shares which meets the requirements of the Act, which prospectus must
be a part of an effective registration statement under the Act at the time
that the Warrant is exercised.  No Warrants may be exercised nor may Warrant
shares be issued by the Company's transfer agent or delivered by the Warrant
Agent unless, on the pertinent Exercise Date:  (i) the Company has an
effective registration statement covering the issuance of the Warrant Shares
under the Act; (ii) the Warrant Agent has copies of the prospectus which is a
part of such effective registration statement and which the Warrant Agent

                                   -3-
<PAGE>
hereby agrees to deliver with the Warrant Shares; and (iii) the Warrant Shares
may legally be issued and delivered to the exercising Registered Holder under
the securities laws of the state in which such Registered Holder resides.

          The Company agrees to use its best efforts to maintain, to the
extent required by the Act, an effective registration statement under the Act
covering the issuance of the Warrant Shares during the period the Warrants are
exercisable.  The Company further agrees, from time to time, to furnish the
Warrant Agent with copies of the Company's prospectus to be delivered to
exercising Registered Holders, as set forth above.

          If any shares of Common Stock to be reserved for the purpose of
exercise of Warrants hereunder require any other registration with or approval
of any government authority under any federal or state law before such shares
may be validly issued or delivered, then the Company covenants that it will in
good faith and as expeditiously as possible endeavor to secure such registra-
tion or approval, as the case may be.  No Warrant Shares shall be issued
unless and until any such registration requirements have been satisfied.

          The Registered Holder shall pay all documentary, stamp or similar
taxes and other government charges that may be imposed with respect of the
issuance of the Warrants, or the issuance, transfer or delivery of any Warrant
Shares on exercise of the Warrants.  In the event the Warrant Shares are to be
delivered in a name other than the name of the Registered Holder of the
Warrant Certificate, no such delivery shall be made unless the person
requesting the same has paid to the Warrant Agent the amount of any such taxes
or charges incident thereto.

          In the event the Warrant Agent ceases to also serve as the stock
transfer agent for the Company, the Warrant Agent is irrevocably authorized to
requisition the Company's new transfer agent from time to time for
Certificates of Warrant Shares required upon exercise of the Warrants, and the
Company will authorize such transfer agent to comply with all such requisi-
tions.  The Company will file with the Warrant Agent a statement setting forth
the name and address of its new transfer agent, for shares of Common Stock or
other capital stock issuable upon exercise of the Warrants and of each
successor transfer agent.

     5.   REGISTRATION OF TRANSFER.  The Warrant Certificates may be
transferred in whole or in part.  Warrant Certificates to be exchanged shall
be surrendered to the Warrant Agent at its Corporate Office.  The Company
shall execute and the Warrant Agent shall countersign, issue and deliver in
exchange therefor the Warrant Certificate or Certificates which the holder
making the transfer shall be entitled to receive.

          The Warrant Agent shall keep transfer books at its Corporate
Office which shall register Warrant Certificates and the transfer thereof.  On
due presentment for registration of transfer of any Warrant Certificate at
such office, the Company shall execute and the Warrant Agent shall issue and
deliver to the transferee or transferees a new Warrant Certificate or
Certificates representing an equal aggregate number of Warrants.  All Warrant
Certificates presented for registration of transfer or exercise shall be duly
endorsed or be accompanied by a written instrument or instruments or transfer
in form satisfactory to the Company and the Warrant Agent.  At the time of
exercise, the transfer fee shall be paid by the Holder.  The Company may
require payment of a sum sufficient to cover any tax or other government
charge that may be imposed in connection therewith.


                                     -4-
<PAGE>
          All Warrant Certificates so surrendered, or surrendered for
exercise, or for exchange in case of mutilated Warrant Certificates, shall be
promptly cancelled by the Warrant Agent and thereafter retained by the Warrant
Agent until termination of the agency created by this Agreement.  Prior to due
presentment for registration of transfer thereof, the Company and the Warrant
Agent may treat the Registered Holder of any Warrant Certificate as the
absolute owner thereof (notwithstanding any notations of ownership or writing
thereon made by anyone other than the Company or the Warrant Agent), and the
parties hereto shall not be affected by any notice to the contrary.

     6.   LOSS OR MUTILATION.  On receipt by the Company and the Warrant
Agent of evidence satisfactory as to the ownership of and the loss, theft,
destruction or mutilation of any Warrant Certificate, the Company shall
execute, and the Warrant Agent shall countersign and deliver in lieu thereof,
a new Warrant Certificate representing an equal aggregate number of Warrants. 
In the case of loss, theft or destruction of any Warrant Certificate, the
individual requesting issuance of a new Warrant Certificate shall be required
to indemnify the Company and Warrant Agent in an amount satisfactory to each
of them.  In the event a Warrant Certificate is mutilated, such Certificate
shall be surrendered and cancelled by the Warrant Agent prior to delivery of a
new Warrant Certificate.  Applicants for a new Warrant Certificate shall also
comply with such other regulations and pay such other reasonable charges as
the Company may prescribe.

     7.   CALL OPTION.  Following issuance of the Warrants, in the event
that the trading price of the Company's Common Stock exceeds $--- for 10
consecutive trading days ending not more than ten days prior to the mailing of
the notice of redemption, the Company shall have the right and option, upon 30
days' written notice to each Registered Holder, to call, redeem and acquire
all of the Warrants remaining outstanding and unexercised at the date fixed
for such redemption in such notice (the "Redemption Date"), which Redemption
Date shall be 30 days after the date of such notice, for an amount equal to
$.10 per Warrant; provided, however, that the Registered Holders shall in any
event have the right during the 30-day period immediately following the date
of such notice to exercise the  Warrants being called for redemption in
accordance with the provisions of Section 3 hereof.  For the purposes of
determining the daily trading price of the Company's Common Stock, if the
Common Stock is listed on a national securities exchange, is admitted to
unlisted trading privileges on a national securities exchange, or is on
NASDAQ, then the last reported sale price of the Common Stock on such exchange
or NASDAQ each day shall be used.  If the Common Stock is not so listed on
such exchange or system or admitted to unlisted trading privileges then the
average of the last reported bid prices reported by the OTC Bulletin Board
each day shall be used to determine such daily trading price.  In the event
that any Warrants called for redemption are exercised during the 30-day period
following the notice of redemption, this call option shall be deemed not to
have been exercised by the Company as to the Warrants so exercised by the
holders thereof.  Said notice of redemption shall require each Registered
Holder to surrender to the Company, on the Redemption Date, at the Corporate
Office of the Warrant Agent (or its successor), his certificate or certifi-
cates representing the Warrants to be redeemed.  Notwithstanding the fact that
any Warrants called for redemption have not been surrendered for redemption
and cancellation on the Redemption Date, after the Redemption Date, such
Warrants shall be deemed to be expired and all rights of the holders of such
unsurrendered Warrants shall cease and terminate, other than the right to
receive the redemption price of $.10 per Warrant for such Warrants, without
interest, provided, however, that such right to receive the redemption price
of $.10 per Warrant for such Warrants shall itself expire two years from the

                                    -5-
<PAGE>
Redemption Date.  The Company shall notify the Warrant Agent verbally, with
confirmation in writing, of the call of the Warrants and of the Redemption
Date and the Company shall instruct the Warrant Agent accordingly as to the
procedures to be followed by the Warrant Agent in connection with the
redemption of such Warrants.

     8.   ADJUSTMENT OF EXERCISE PRICE AND SHARES.  After each adjustment of
the Exercise Price(s) pursuant to this Section 8, the number of shares of
Common Stock purchasable upon the exercise of each Warrant shall be the number
receivable upon exercise thereof prior to such adjustment multiplied by a
fraction, the numerator of which shall be the original Exercise Price as
defined in Section 3 above and the denominator of which shall be such adjusted
Exercise Price.  The Exercise Price of the Warrants shall be subject to
adjustment as set forth below:

          (a)(i)  If the Company subdivides its outstanding shares of Common
Stock into a greater number of shares of Common Stock, the Exercise Price in
effect immediately prior to such subdivision shall be proportionately reduced. 
Conversely, if the Company combines its outstanding shares of Common Stock
into a lesser number of shares of Common Stock, the Exercise Price in effect
immediately prior to such combination shall be proportionately increased.  In
case of a subdivision or combination, the adjustment of the Exercise Price
shall be made as of the effective date of the applicable event.  A
distribution on shares of Common Stock, including a distribution of
Convertible Securities, to shareholders of the Company on a pro rata basis
shall be considered a subdivision of shares of Common Stock for the purposes
of this subsection (a)(i) of this Section 8, except that the adjustment will
be made as of the record date for such distribution and any such distribution
of Convertible Securities shall be deemed to be a distribution of the shares
of Common Stock underlying such Convertible Securities.

               (ii)  If the Company shall at any time distribute or cause
to be distributed to its shareholders, on a pro rata basis, cash or assets of
the Company, or cash, assets, or securities of any entity other than the
Company including a subsidiary of the Company, then the Exercise Price in
effect immediately prior to such distribution shall automatically be reduced
by an amount determined by dividing (x) the amount (if cash) or the value (if
assets or securities) of the holders' of Warrants pro rata share of such
distribution determined assuming that all holders of Warrants had exercised
their Warrants on the day prior to such distribution, by (y) the number of
shares of Common Stock issuable upon the exercise of this Warrant by the
Holder on the day prior to such distribution.

          (b)  Anything in this Section 8 to the contrary notwithstanding,
the Company shall not be required to give effect to any adjustment in the
Exercise Price unless and until the net effect of one or more adjustments,
determined as above provided, shall have required a change of the Exercise
Price by at least one cent, but when the cumulative net effect of more than
one adjustment so determined shall be to change the actual Exercise Price by
at least one cent, such change in the Exercise Price shall thereupon be given
effect.

          (c)  Upon any adjustment of the Exercise Price, the Holder of
this Warrant shall thereafter (until another such adjustment) be entitled to
purchase, at the new Exercise Price, the number of shares, calculated to the
nearest full share, obtained by multiplying the number of shares of Common
Stock initially issuable upon exercise of this Warrant by the Exercise Price
specified in the first paragraph hereof and dividing the product so obtained
by the new Exercise Price.
                                     -6-
<PAGE> 
          (d)(i)  Whenever reference is made in this Section 8 to the
distribution of shares of Common Stock, the term "Common Stock" shall mean the
Common Stock of the Company authorized as of the date hereof and any other
class of stock ranking on a parity with such Common Stock.  However, subject
to the provisions of subsection (e) of this Section 8, shares issuable upon
exercise hereof shall include only shares of the class designated as Common
Stock of the Company as of the date hereof.

               (ii)  Whenever reference is made in this Section 8 to the
distribution of Convertible Securities, the term "Convertible Securities"
shall mean options or warrants or rights for the purchase of Common Stock of
the Company or for the purchase of any stock or other securities convertible
into or exchangeable for Common Stock of the Company.

          (e)  In case of any reclassification, capital reorganization or
other change of outstanding shares of Common Stock of the Company (other than
a change in par value or from par value to no par value, or from no par value
to par value, or as a result of an issuance of Common Stock by way of dividend
or other distribution or of a subdivision or combination), or in case of any
consolidation or merger of the Company with or into another corporation (other
than a merger with a subsidiary in which merger the Company is the continuing
corporation and which does not result in any reclassification, capital
reorganization or other change of outstanding shares of Common Stock of the
class issuable upon exercise of this Warrant) or in case of any sale or
conveyance to another corporation of the property of the Company as an
entirety or substantially as an entirety, the Company shall cause effective
provision to be made so that the Holder shall have the right thereafter, by
exercising this Warrant, to purchase the kind and amount of shares of stock
and other securities and property receivable upon such reclassification,
capital reorganization or other change, consolidation, merger, sale or
conveyance.  Any such provision shall include provision for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Warrant.  The foregoing provisions of this subsection (e)
shall similarly apply to successive reclassifications, capital reorganizations
and changes of shares of Common Stock and to successive consolidations,
mergers, sales or conveyances.  In the event the Company spins off a
subsidiary by distributing to the shareholders of the Company as a dividend or
otherwise the stock of the subsidiary, the Company shall reserve for the life
of this Warrant, shares of the subsidiary to be delivered to the Holders of
the Warrants upon exercise to the same extent as if they were owners of record
of the Warrant Stock on the record date for payment of the shares of the
subsidiary.

          (f)  Before taking any action which could cause an adjustment
reducing the Exercise Price below the then par value of the shares of Common
Stock issuable upon exercise of any Warrants, the Company will take any
corporate action which may, in the opinion of its counsel, be necessary in
order that the Company may validly and legally issue fully paid and nonassess-
able shares of such Common Stock at such adjusted Exercise Price.

          (g)(i)  Upon any adjustment of the Exercise Price required to be
made pursuant to this Section 8, the Company within 30 days thereafter shall
(A) cause to be filed with the Warrant Agent a certificate of a firm of
independent accountants setting forth the Exercise Price after such adjustment
and setting forth in reasonable detail the method of calculation and the facts
upon which such calculation is based, which certificate shall be conclusive
evidence of the correctness of such adjustment, and (B) cause to be mailed to


                                    -7-
<PAGE>
each of the Registered Holders of the Warrants written notice of such
adjustment.  Where appropriate, such notice may not be given in advance and
included as a part of the notice required to be mailed under the provisions of
subsection 8(d)(ii).

               (ii)  In case at any time:

                    (A)  The Company shall declare any dividend upon its
Common Stock payable otherwise than in cash or in Common Stock of the Company;
or

                    (B)  The Company shall offer for subscription to the
holders of its Common Stock any additional shares of stock of any class or any
other securities convertible into shares of stock or any rights to subscribe
thereto; or

                    (C)  There shall be any capital reorganization or
reclassification of the capital stock of the Company, or a sale of all or
substantially all of the shares of the assets of the Company, or a
consolidation or merger of the Company with another corporation (other than a
merger with a Subsidiary in which merger the Company is the continuing
corporation and which does not result in any reclassification or change of the
then outstanding shares of Common Stock or other capital stock issuable upon
exercise of the Warrants other than a change in par value or from par value to
no par value or from no par value to par value); or

                    (D)  There shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Company;

then, in any one or more of said cases, the Company shall cause to be mailed
to each of the Registered Holders of the Warrants, at the earliest practicable
time (and, in any event, not less than 20 days before any record date or other
date set for definitive action), written notice of the date on which the books
of the Company shall close or a record shall be taken for such dividend,
distribution or subscription rights or such reorganization, reclassification,
sale, consolidation, merger, dissolution, liquidation or winding up shall take
place, as the case may be.  Such notice shall also set forth such facts as
shall indicate the effect of such action (to the extent such effect may be
known at the date of such notice) on the Exercise Price and the kind and
amount of the shares of stock and other securities and property deliverable
upon exercise of the Warrants.  Such notice shall also specify the date as of
which the holders of the Common Stock of record shall participate in said
dividend, distribution or subscription rights or shall be entitled to exchange
their Common Stock for securities or other property deliverable upon such
reorganization, reclassification, sale, consolidation, merger, dissolution,
liquidation or winding up, as the case may be (on which date, in the event of
voluntary or involuntary dissolution, liquidation or winding up of the
Company, the right to exercise the Warrants shall terminate).

               (iii)  Without limiting the obligation of the Company to
provide notice to the Registered Holders of the Warrants of corporate actions
hereunder, is agreed that failure of the Company to give notice shall not
invalidate such corporate action of the Company.
   
     9.   REDUCTION IN EXERCISE PRICE AT COMPANY'S OPTION.  Except for any 
adjustments made to the Exercise Price pursuant to Section 8, the Company shall
not reduce the Exercise Price of the  Warrants.
    

                                    -8-
<PAGE>
     10.  DUTIES, COMPENSATION AND TERMINATION OF WARRANT AGENT.  The
Warrant Agent shall act hereunder as agent and in a ministerial capacity for
the Company, and its duties shall be determined solely by the provisions
hereof.  The Warrant Agent shall not, by issuing and delivering Warrant
Certificates or by any other act hereunder, be deemed to make any
representations as to the validity, value or authorization of the Warrant
Certificates or the Warrants represented thereby or of the Common Stock or
other property delivered on exercise of any Warrant.  The Warrant Agent shall
not at any time be under any duty or responsibility to any holder of the
Warrant Certificates to make or cause to be made any adjustment of the
Exercise Price or to determine whether any fact exists which may require any
such adjustments.

          The Warrant Agent shall not (i) be liable for any recital or
statement of fact contained herein or for any action taken or omitted by it in
reliance on any Warrant Certificate or other document or instrument believed
by it in good faith to be genuine and to have been signed or presented by the
proper party or parties, (ii) be responsible for any failure on the part of
the Company to comply with any of its covenants and obligations contained in
this Agreement except for its own negligence or willful misconduct, or (iii)
be liable for any act or omission in connection with this Agreement except for
its own negligence or willful misconduct.

          The Company agrees to indemnify the Warrant Agent against any and
all losses, expenses and liabilities which the Warrant Agent may incur in
connection with the delivery of copies of the Company's prospectus to
exercising Registered Holders upon the exercise of any Warrants as set forth
in Section 4.

          The Warrant Agent may at any time consult with counsel
satisfactory to it (which may be counsel for the Company) and shall incur no
liability or responsibility for any action taken or omitted by it in good
faith in accordance with the opinion or advice of such counsel.  Any notice,
statement, instruction, request, direction, order or demand of the Company
shall be sufficiently evidenced by an instrument signed by its President and
attested by its Secretary or Assistant Secretary.  The Warrant Agent shall not
be liable for any action taken or omitted by it in accordance with such
notice, statement, instruction, request, order or demand.

          The Company agrees to pay the Warrant Agent reasonable
compensation for its services hereunder and to reimburse the Warrant Agent for
its reasonable expenses as per the fee schedule attached hereto as Exhibit B. 
The Company further agrees to indemnify the Warrant Agent against any and all
losses, expenses and liabilities, including judgments, costs and counsel fees,
for any action taken or omitted by the Warrant Agent in the execution of its
duties and powers hereunder, excepting losses, expenses and liabilities
arising as a result of the Warrant Agent's negligence or willful misconduct.

          The Warrant Agent may resign its duties or the Company may
terminate the Warrant Agent and the Warrant Agent shall be discharged from all
further duties and liabilities hereunder (except liabilities arising as a
result of the Warrant Agent's own negligence or willful misconduct), on 30
days' prior written notice to the other party.  At least 15 days prior to the
date such resignation is to become effective, the Warrant Agent shall cause a
copy of such notice of resignation to be mailed to the Registered Holder of
each Warrant Certificate.  On such resignation or termination the Company
shall appoint a new warrant agent.  If the Company shall fail to make such
appointment within a period of 30 days after it has been notified in writing

                                   -9-
<PAGE>
of the resignation by the Warrant Agent, then the registered holder of any
Warrant Certificate may apply to any court of competent jurisdiction for the
appointment of a new warrant agent.

          After acceptance in writing of an appointment of a new warrant
agent is received by the Company, such new warrant agent shall be vested with
the same powers, rights, duties and responsibilities as if it had been
originally named herein as the Warrant Agent, without any further assurance,
conveyance, act or deed; provided, however, if it shall be necessary or
expedient to execute and deliver any further assurance, conveyance, act or
deed, the same shall be done at the expense of the Company and shall be
legally and validly executed.  The Company shall file a notice of appointment
of a new warrant agent with the resigning Warrant Agent and shall forthwith
cause a copy of such notice to be mailed to the Registered Holder of each
Warrant Certificate.

          Any corporation into which the Warrant Agent or any new warrant
agent may be converted or merged, or any corporation resulting from any
consolidation to which the Warrant Agent or any new warrant agent shall be a
party, or any corporation succeeding to the corporate trust business of the
Warrant Agent shall be a successor Warrant Agent under this Agreement,
provided that such corporation is eligible for appointment as a successor to
the Warrant Agent under the provisions of the preceding paragraph.  Any such
successor Warrant Agent shall promptly cause notice of its succession as
Warrant Agent to be mailed to the Company and to the Registered Holder of each
Warrant Certificate.  No further action shall be required for establishment
and authorization of such successor warrant agent.

          The Warrant Agent, its officers or directors and its subsidiaries
or affiliates may buy, hold or sell Warrants or other securities of the
Company and otherwise deal with the Company in the same manner and to the same
extent and with like effect as though it were not Warrant Agent.  Nothing
herein shall preclude the Warrant Agent from acting in any other capacity for
the Company or for any other legal entity.

     11.  MODIFICATION OF AGREEMENT.  The Warrant Agent and the Company may
by supplemental agreement make any changes or corrections in this Agreement
(i) that they shall deem appropriate to cure any ambiguity or to correct any
defective or inconsistent provision or mistake or error herein contained; or
(ii) that they may deem necessary or desirable and which shall not adversely
affect the interests of the holders of Warrant Certificates; provided,
however, this Agreement shall not otherwise be modified, supplemented or
altered in any respect except with the consent in writing of the Registered
Holders of Warrant Certificates representing not less than 51% of the Warrants
outstanding. Additionally, except as provided in Section 8, no change in the
number or nature of the Warrant Shares purchasable on exercise of a Warrant,
increase the purchase price therefor, or the acceleration of the Expiration
Date of a Warrant shall be made without the consent in writing of the
Registered Holder of the Warrant Certificate representing such Warrant, other
than such changes as are specifically prescribed or allowed by this Agreement.

     12.  NOTICES.  All notices, demands, elections, opinions or requests
(however characterized or described) required or authorized hereunder shall be
deemed given sufficiently if in writing and sent by registered or certified
mail, return receipt requested and postage prepaid, or by tested telex,
telegram or cable to, in the case of the Company:



                                    -10-
<PAGE>
          Meteor Industries, Inc.
          216 Sixteenth Street, Suite 730
          Denver, Colorado  80202

with a copy to:
   
          Jon D. Sawyer
          Krys Boyle Freedman Scott & Sawyer, P.C.
          600 Seventeenth Street, Suite 2700, South Tower
          Denver, Colorado  80202
    
and in the case of the Warrant Agent:

          American Securities Transfer & Trust, Inc.
          938 Quail Street, No. 101
          Lakewood, Colorado  80215

and if to the Registered Holder of a Purchase Warrant Certificate, at the
address of such holder as set forth on the books maintained  by the Warrant
Agent.

     13.  BINDING AGREEMENT.  This Agreement shall be binding upon and inure
to the benefit of the Company, the Warrant Agent and their respective
successors and assigns, and the holders from time to time of Purchase Warrant
Certificates.  Nothing in this Agreement is intended or shall be construed to
confer upon any other person any right, remedy or claim or to impose on any
other person any duty, liability or obligation.

     14.  FURTHER INSTRUMENTS.  The parties shall execute and deliver any
and all such other instruments and shall take any and all other actions as may
be reasonably necessary to carry out the intention of this Agreement.

     15.  SEVERABILITY.  If any provision of this Agreement shall be held,
declared or pronounced void, voidable, invalid, unenforceable, or inoperative
for any reason by any court of competent jurisdiction, government authority or
otherwise, such holding, declaration or pronouncement shall not affect
adversely any other provision of this Agreement, which shall otherwise remain
in full force and effect and be enforced in accordance with its terms, and the
effect of such holding, declaration or pronouncement shall be limited to the
territory or jurisdiction in which made.

     16.  WAIVER.  All the rights and remedies of either party under this
Agreement are cumulative and not exclusive of any other rights and remedies as
provided by law.  No delay or failure on the part of either party in the
exercise of any right or remedy arising from a breach of this Agreement shall
operate as a waiver of any subsequent right or remedy arising from a
subsequent breach of this Agreement.  The consent of any party where required
hereunder to act or occurrence shall not be deemed to be a consent to any
other action or occurrence.

     17.  GENERAL PROVISIONS.  This Agreement shall be construed and
enforced in accordance with, and governed by, the laws of the State of
Colorado.  Except as otherwise expressly stated herein, time is of the essence
in performing hereunder.  This Agreement embodies the entire agreement and
understanding between the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof, and this Agreement may
not be modified or amended or any term or provisions hereof waived or dis-
charged except in writing signed by the party against whom such amendment,
modification, waiver or discharge is sought to be enforced.  The headings of
                                   -11-
<PAGE>
this Agreement are for convenience in reference only and shall not limit or
otherwise affect the meaning hereof.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                                  METEOR INDUSTRIES, INC.
ATTEST:


                                  By
- ----------------------------        ------------------------------------------
Dennis R. Staal, Secretary          Edward J. Names, President

                                  THE WARRANT AGENT:

                                  AMERICAN SECURITIES TRANSFER & TRUST, INC.


                                  By
                                    ------------------------------------------
                                    Authorized Officer

                                  Title:
                                        --------------------------------------































                                   -12-

<PAGE>

                                 EXHIBIT A

                           METEOR INDUSTRIES, INC.

             Incorporated Under the Laws of the State of Colorado

No. W-                                              ----- Common Stock     
                                                    Purchase Warrants

                                                    CUSIP -----------

                        CERTIFICATE FOR REDEEMABLE       (See Reverse
                      COMMON STOCK PURCHASE WARRANTS      For Certain 
                                                          Definitions)

     This Warrant Certificate certifies that -------------------, or regis-
tered assigns ("the Warrant Holder"), is the registered owner of the above
indicated number of Redeemable Common Stock Purchase Warrants (the "Warrants")
expiring on -------------, 1998 (the "Expiration Date").  Each Warrant
entitles the Warrant Holder to purchase one (1) share of common stock, $.001
par value ("Share") from Meteor Industries, Inc., a Colorado corporation (the
"Company"), at a purchase price of $---- (the "Exercise Price"), commencing on
- ----------, 1996, and terminating on the Expiration Date ("Exercise Period"),
upon surrender of this Warrant Certificate with the exercise form hereon duly
completed and executed with payment of the Exercise Price at the office of
American Securities Transfer & Trust, Inc. (the "Warrant Agent"), but only
subject to the conditions set forth herein and in a Warrant Agreement dated as
of -----------, 1996 (the "Warrant Agreement"), between the Company and the
Warrant Agent.  The Exercise Price, the number of shares purchasable upon
exercise of each Warrant, the number of Warrants outstanding and the
Expiration Date are subject to adjustments upon the occurrence of certain
events.  The Warrantholder may exercise all or any number of Warrants. 
Reference hereby is made to the provisions on the reverse side of this Warrant
Certificate and to the provisions of the Warrant Agreement, all of which are
incorporated by reference in and made a part of this Warrant Certificate and
shall for all purposes have the same effect as though fully set forth at this
place.

     Upon due presentment for transfer of this Warrant Certificate at the
office of the Warrant Agent, a new Warrant Certificate or Warrant Certificates
of like tenor and evidencing in the aggregate a like number of Warrants, sub-
ject to any adjustments made in accordance with the provisions of the Warrant
Agreement, shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
upon payment of $------ per Warrant Certificate and any tax or governmental
charge imposed in connection with such transfer.  

     The Warrantholder of the Warrants evidenced by this Warrant Certificate
may exercise all or any whole number of such Warrants during the period and in
the manner stated hereon.  The Exercise Price shall be payable in lawful money
of the United States of America and in cash or by certified or bank cashier's
check or bank draft payable to the order of the Company.  If upon exercise of
any Warrants evidenced by this Warrant Certificate the number of Warrants
exercised shall be less than the total number of Warrants so evidenced, there
shall be issued to the Warrantholder a new Warrant Certificate evidencing the
number of Warrants not so exercised.


                                   -13-
<PAGE>   
     Subject to the following paragraph, no Warrant may be exercised after
5:00 p.m. Mountain Time on the Expiration Date and any Warrant not exercised
by such time shall become void, unless extended by the Company.

     In the event that the trading price of the Company's Common Stock
exceeds $---- for 10 consecutive trading days ending not more than ten days
prior to the mailing of the notice of redemption, the Company shall have the
right to call all or a portion of the Warrants for redemption upon 30 days'
written notice, at a price of $.10 per Warrant.  During the 30-day period
immediately following the giving of such notice, the Warrantholders shall have
the right to exercise the Warrants so held by them.  Upon expiration of such
30-day period, all rights of the Warrantholders shall terminate, other than
the rights to receive the redemption price of $.10 per Warrant therefor,
without interest, and the right to receive the redemption price of $.10 per
Warrant shall itself expire on the Warrant Expiration Date.

     This Warrant Certificate shall not be valid unless countersigned by the
Warrant Agent.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its President and by its Secretary, each by a facsimile of his/her signature,
and has caused a facsimile of its corporate seal to be imprinted hereon.

     Dated:--------------

                                  METEOR INDUSTRIES, INC.


                                  By
- ----------------------------        ------------------------------------------


                                  AMERICAN SECURITIES TRANSFER & TRUST, INC.,
                                    Warrant Agent


                                  By
                                    ------------------------------------------
                                    Authorized Officer




















                                     -14-
<PAGE>

                      TRANSFER FEE $---- PER CERTIFICATE

                           METEOR INDUSTRIES, INC.

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common                    UNIF GIFT MIN ACT - 
TEN ENT - as tenants by the entireties                Custodian          
JT TEN  - as joint tenants with right            (Cust)      (Minor)     
          of survivorship and not as              Under Uniform Gifts      
          tenants in common                       to Minors Act -------   
                                                                (State)     

Additional abbreviations may also be used though not in the above list.


                              FORM OF ASSIGNMENT

                (To Be Executed by the Registered Holder if He
                  Desires to Assign Warrants Evidenced by the
                          Within Warrant Certificate)

     FOR VALUE RECEIVED ----------------------- hereby sells, assigns and
transfers unto -------------------------- Redeemable Warrants, evidenced by
the within Warrant Certificate, and does hereby irrevocably constitute and
appoint  ---------------------- Attorney to transfer the said Warrants
evidenced by the within Warrant Certificate on the books of the Company, with
full power of substitution.

Dated: -----------------               --------------------------------------
                                       Signature

NOTICE:  The above signature must correspond with the name as written upon the
face of the within Warrant Certificate in every particular, without alteration
or enlargement or any change whatsoever.

Signature Guaranteed: 


- -----------------------------
















                                    -15-
<PAGE>
                          FORM OF ELECTION TO PURCHASE

            (To be Executed by the Holder if he Desires to Exercise
             Warrants Evidenced by the Within Warrant Certificate)

To Meteor Industries, Inc.:

    The undersigned hereby irrevocably elects to exercise ----------
Redeemable Warrants, evidenced by the within Warrant Certificate for, and to
purchase thereunder, ---------- full shares of Common Stock issuable upon
exercise of said Warrants and delivery of $-------- and any applicable taxes.

     The undersigned requests that certificates for such shares be issued in
the name of:

                                        PLEASE INSERT SOCIAL SECURITY OR
                                        TAX IDENTIFICATION NUMBER   

- ------------------------------------    ------------------------------------
(Please print name and address)

- ------------------------------------

- ------------------------------------

     If said number of Redeemable Warrants shall not be all the Redeemable 
Warrants evidenced by the within Warrant Certificate, the undersigned requests
that a new Warrant Certificate evidencing the Redeemable Warrants not so
exercised be issued in the name of and delivered to:

                     ------------------------------------
                        (Please print name and address)

                     ------------------------------------
                     ------------------------------------



Dated:-------------------            Signature:------------------------------


NOTICE:  The above signature must correspond with the name as written upon the
face of the within Warrant Certificate in every particular, without alteration
or enlargement or any change whatsoever, or if signed by any other person the
Form of Assignment hereon must be duly executed and if the certificate
representing the shares or any Warrant Certificate representing Warrants not
exercised is to be registered in a name other than that in which the within
Warrant Certificate is registered, the signature of the holder hereof must be
guaranteed.

Signature Guaranteed: 

- -------------------------------  

SIGNATURE MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS, AND CREDIT UNITS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO SEC RULE
17Ad-15.

                                   -16-
<PAGE>



             KRYS BOYLE FREEDMAN SCOTT & SAWYER, P.C.
                   600 17th Street, Suite 2700
                           South Tower
                      Denver, Colorado 80202
                          (303) 893-2300
                        FAX (303) 893-2882

                          April 30, 1997

Meteor Industries, Inc.
216 Sixteenth Street, Suite 730
Denver, Colorado 80202

     RE:       SEC Registration Statement on Form S-1

Ladies and Gentlemen:

We are counsel for Meteor Industries, Inc., a Colorado corporation (the
"Company") in connection with its proposed public offering under the Securities
Act of 1933, as amended, of 600,000 shares of Common Stock (690,000 shares if 
the
over-allotment option is exercised in full) and 600,000 Redeemable Warrants
(690,000 Redeemable Warrants if the over-allotment option is exercised in full)
through a Registration Statement on Form S-1 as to which this opinion is a part,
to be filed with the Securities and Exchange Commission (the "Commission").

In connection with rendering our opinion as set forth below, we have reviewed
 and
examined originals or copies identified to our satisfaction of the following:

(1)  Articles of Incorporation of the Company as filed with the Secretary of
     State of the State of Colorado, as amended.

(2)  Minute book containing the written deliberations and resolutions of the
     Board of Directors and Shareholders of the Company.

(3)  The Registration Statement and the Preliminary Prospectus contained within
     the Registration Statement.

(4)  The other exhibits to the Registration Statement to be filed with the
     Commission.

We have examined such other documents and records, instruments and certificates
of public officials, officers and representatives of the Company, and have made
such other investigations as we have deemed necessary or appropriate under the
circumstances.

Based upon the foregoing and in reliance thereon, it is our opinion that:  (I)
690,000 shares of Common Stock, $.001 par value, (ii) the 690,000 Redeemable
Warrants; (iii) the 690,000 shares of Common Stock, $.001 par value, issuable
upon exercise of the Redeemable Warrants; (iv) the Underwriter's Warrants to
purchase 60,000 shares of Common Stock and 60,000 Redeemable Warrants; (v) the
Underwriter's Redeemable Warrants to purchase up to 60,000 shares of Common
Stock; and (vi) the 120,000 shares of Common Stock, $.001 par value, issuable
upon the exercise of the Underwriter's Warrants and the Underwriter's Redeemable
Warrants, will upon the purchase, receipt of full payment, issuance and delivery
in accordance with the terms of the offering described in such Registration
Statement, be duly and validly authorized, legally issued, fully paid and 
non-assessable.


We hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name under the caption "Legal Matters" in the
Prospectus constituting a part thereof.

                         Very truly yours,

                         KRYS BOYLE FREEDMAN SCOTT & SAWYER, P.C.



                         By /s/ Jon D. Sawyer
                            Jon D. Sawyer

EXHIBIT 23.2

COOPERS & LYBRAND

Coopers & Lybrand L.L.P.

370 17th Street, Suite 3300
Denver, Colorado 80202-5633
telephone 303/573-2800
facsimile 303/573-2902

           

                       CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the inclusion of this registration statement on Form S-1 (File No.
333-12557) of our report dated April 24, 1997, on our audits of the consolidated
financial statements of Meteor Industries, Inc. as of December 31, 1996 and 1995
and for the years then ended.  We also consent to the reference to our firm 
under
the caption "Experts."



/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.


Denver, Colorado
   
May 23, 1997
    

EXHIBIT 23.3

SQUIRE & WOODWARD, P.C.
Bruce W. Squire, C.P.A.
Marc A. Woodward, C.P.A.
2730 San Pedro NE., Suite D
Albuquerque, New Mexico 98110
Tel:  (505) 881-3408
fax:  (505) 881-6507
- ------------------------------
American Institute of
Certified Public Accountants



                       CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the inclusion in this registration statement on Form S-1 (File No.
333-12557) of our report dated November 22, 1995, on our audits of the
consolidated financial statements of Meteor Industries, Inc. as August 31, 1995
and 1994 and for the years then ended.  We also consent to the reference to our
firm under the caption "Experts."




/s/ Squire & Woodward, P.C.
SQUIRE & WOODWARD, P.C.


Albuquerque, New Mexico
   
May 23, 1997
    

EXHIBIT 23.4

PRICE WATERHOUSE
Chartered Accountants
1200 425 - 1st Street, S.W.
Calgary, Alberta T2P 3V7

403/267-100
telecopier: 403/233-0883

                CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Amendment No. 2 to the Registration Statement on Form S-1 of our report 
dated May
17, 1995, except for Notes 3,5,10(b),10(c) and 10(d) which are as of September
15, 1995 for Notes 3(a) and 10(c), December 1, 1995, for Notes 3(b) and 10(b) 
and
December 29, 1995 for Notes 5 and 10(d) relating to the financial statements of
CAPCO Resources Inc., which appears in such Prospectus.  We also consent to the
reference to us under the heading "Experts" in such Prospectus.

/s/ Price Waterhouse

Chartered Accountants
   
May 23, 1997
    


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