<PAGE>
 
                                    FORM 10-Q
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.



(MARK ONE)
   (X)   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
         THE SECURITIES EXCHANGE ACT OF 1934
         FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 1997
                                 OR
   ( )   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
         THE SECURITIES EXCHANGE ACT OF 1934
         FOR THE TRANSITION PERIOD FROM ______________ TO ___________


COMMISSION FILE NUMBER    001-12837

                               PAMECO CORPORATION
                               (formerly known as
                            New Pameco Georgia Corp)
             (Exact name of registrant as specified in its charter)
                                        
         GEORGIA                                                    51-0287654
(State or other jurisdiction                                    (I.R.S. employer
     of incorporation or                                          identification
       organization)                                                  number)

         1000 CENTER PLACE
            NORCROSS, GA                                               30093
(Address of principal executive offices)                            (Zip Code)

                                (770)-798-0700
             (Registrant's telephone number, including area code)


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days Yes  X  No
                                             ---    ---
 
     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date. Class A Common Stock, $.01 par
value, 4,652,967 shares and Class B Common Stock, $.01 par value, 4,046,346
shares, both as of October 13, 1997.


<PAGE>
 
                               PAMECO CORPORATION

                                     INDEX
 
PART I.  FINANCIAL INFORMATION
         Item 1.   Financial Statements (Unaudited)
                   Condensed Consolidated Balance Sheets-August  31, 1997
                   and February 28, 1997.................................   3
                   Condensed Consolidated Statements of Income-Three
                   Months ended August 31, 1997 and 1996.................   4
                   Condensed Consolidated Statements of Income-Six
                   Months ended August 31, 1997 and 1996.................   4
                   Condensed Consolidated Statements of Cash Flows-Six
                   Months ended August 31, 1997 and 1996.................   5
                   Notes to Condensed Consolidated Financial Statements..   6
         Item 2.   Management's Discussion and Analysis of Financial
                   Condition and Results of Operations...................   9

PART II.  OTHER INFORMATION
         Item 1.   Legal Proceedings.....................................  12
         Item 2.   Changes in Securities.................................  12
         Item 6.   Exhibits and Reports on Form 8-K......................  14
SIGNATURES
 

                                       2
<PAGE>
 
                         PART I. FINANCIAL INFORMATION
                              PAMECO CORPORATION
 
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                     (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE> 
<CAPTION> 
 
                                                                                 AUGUST 31,    FEBRUARY 28,
                                                                                   1997           1997
                                                                                ----------      --------
                                                                                (UNAUDITED)
<S>                                                                               <C>           <C>
ASSETS
Current assets:
        Cash and cash equivalents                                                 $    130      $    145
        Accounts receivable, less allowance of $3,175 at August 31, 1997
            and $2,535 at February 28, 1997                                         32,434        17,811
        Inventories                                                                100,242       107,477
        Prepaid expenses and other current assets                                    1,125           932
                                                                                  --------      --------
                Total current assets                                               133,931       126,365
Property and equipment, net                                                          7,522         5,647
Excess of cost over acquired net assets, net                                        15,684         8,411
Other assets                                                                           453           693
Deferred income tax assets                                                           8,447         8,253
                                                                                  --------      --------
               Total assets                                                       $166,037      $149,369
                                                                                  ========      ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
        Accounts payable                                                          $ 58,808      $ 57,024
        Accrued expenses                                                            20,411        20,717
        Notes payable to affiliate                                                      --        14,100
        Current portion of capital lease obligations and other debt                    149           375
                                                                                  --------      --------
                Total current liabilities                                            79,368        92,216
Long-term liabilities:
       Debt                                                                         11,681        29,800
       Debt to affiliates                                                               --         4,500
       Capital lease obligations                                                       221            79
       Warranty reserves and other                                                   2,403         1,920
                                                                                  --------      --------
                Total long-term liabilities                                         14,305        36,299
Excess of acquired net assets over cost, net                                         5,611         6,223
Shareholders' equity:
        Common stock, $.01 par value-authorized 60,000 shares; 8,680 and 6,358
        shares issued and outstanding at August 31, 1997 and
        February 28, 1997, respectively                                                 87            64
        Capital in excess of par value                                              37,051         1,841
        Retained earnings                                                           30,215        23,226
                                                                                  --------      --------
                                                                                    67,353        25,131
        Note receivable from shareholder                                              (600)           --
        Treasury stock at cost 1,250 shares at February 28, 1997                        --       (10,500)
Total shareholders' equity                                                          66,753        14,631
                                                                                  --------      --------
Total liabilities and shareholders' equity                                        $166,037      $149,369
                                                                                  ========      ========

           See notes to condensed consolidated financial statements.
</TABLE> 

                                       3
<PAGE>
 
                              PAMECO CORPORATION
 
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                     (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                                  THREE MONTHS ENDED            SIX MONTHS ENDED
                                                                       AUGUST 31                    AUGUST 31
                                                                  --------------------         -------------------
                                                                     1997       1996             1997       1996
                                                                  --------    --------         --------   --------
<S>                                                               <C>         <C>              <C>        <C>
Net sales                                                         $146,460    $118,126         $260,195   $212,454
Costs and expenses:
        Cost of products sold                                      112,078      88,699          199,202    161,015
        Warehousing, selling, and administrative expenses           24,159      20,642           47,674     40,389
        Amortization of excess of acquired net assets over cost       (306)       (306)            (612)      (612)
                                                                  --------    --------         --------   --------
                                                                   135,931     109,035          246,264    200,792
                                                                  --------    --------         --------   --------
Operating earnings                                                  10,529       9,091           13,931     11,662

Other expense:
        Interest expense, net                                          (19)       (501)          (1,238)    (1,400)
        Other expense                                                 (912)       (561)          (1,608)      (815)
                                                                  --------    --------         --------   --------
Income before income taxes                                           9,598       8,029           11,085      9,447
Provision  for income taxes                                          3,624       2,098            4,096      2,467
                                                                  --------    --------         --------   --------
Net income                                                           5,974       5,931            6,989      6,980
Redeemable preferred stock dividends                                    --         117               --        242
                                                                  --------    --------         --------   --------
Net income applicable to common shareholders                      $  5,974    $  5,814         $  6,989   $  6,738
                                                                  ========    ========         ========   ========

Net income per share                                                 $0.67       $0.88            $0.97      $1.02
                                                                  ========    ========         ========   ========
Weighted average number of common and common
equivalent shares outstanding                                        8,964       6,598            7,183      6,598
                                                                  ========    ========         ========   ========

           See notes to condensed consolidated financial statements.
</TABLE>

                                       4
<PAGE>
 
                              PAMECO CORPORATION
 
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (In thousands)
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                                            SIX MONTHS ENDED
                                                                                AUGUST 31
                                                                        -------------------------
                                                                           1997           1996
                                                                        ---------       ---------
<S>                                                                     <C>             <C>
Cash flows from operating activities
Net income                                                              $   6,989       $   6,738
Adjustments to reconcile net income to net cash provided by (used in)
    operating activities:
        Amortization of excess of acquired net assets over cost              (612)           (612)
        Depreciation and other amortization                                   881             806
        (Gain) /loss on sale of property and equipment                         28             (11)
        Changes in operating assets and liabilities net of assets
         acquired and liabilities assumed:
              Accounts receivable                                          (8,047)         15,898
              Inventories, prepaid expenses and other assets               16,155         (14,149)
              Accounts payable and accrued liabilities                     (3,720)         12,696
                                                                        ---------       ---------
Net cash provided by operating activities                                  11,674          21,366

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment                                        (1,266)         (1,162)
Proceeds from sale of property and equipment                                   70              38
Business acquisitions                                                     (18,341)         (3,273)
                                                                        ---------       ---------
Net cash used in investing activities                                     (19,537)         (4,397)

CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on working capital facility                                    278,485         222,758
Repayments on working capital facility                                   (296,935)       (237,516)
Repayments on term loan                                                   (18,600)         (2,000)
Payments on capital lease obligations                                        (221)           (278)
Payments on other debt                                                        (14)            (17)
Issuance of common stock, net of expenses                                  45,214              --
Repurchase of treasury stock                                               (1,207)             --
Proceeds from exercise of stock options                                     1,126              --
                                                                        ---------       ---------
Net cash provided by (used in) financing activities                         7,848         (17,053)
                                                                        ---------       ---------
Net  (decrease) in cash and cash equivalents                                  (15)            (84)
Cash and cash equivalents at beginning of period                              145             115
                                                                        ---------       ---------
Cash and cash equivalents at end of period                              $     130       $      31
                                                                        =========       =========

Issuance of common stock in exchange for note receivable                $     600       $
                                                                        =========       =========

           See notes to condensed consolidated financial statements.
</TABLE>

                                       5
<PAGE>
 
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                AUGUST 31, 1997

1.  BASIS OF PRESENTATION

         The accompanying unaudited Condensed Consolidated Financial Statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q  and
Article 10 of Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.  In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included.  Operating results for the three month
period ended August 31, 1997 are not necessarily indicative of the results that
may be expected for the year ending February 28, 1998.  The sale of products by
Pameco Corporation (the "Company") is seasonal with sales generally increasing
during the warmer months beginning in April and peaking in the months of  June,
July, and August.  For  further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's Registration
Statement on Form S-1 (No. 333-24043) and final prospectus dated June 4, 1997
filed with the Securities and Exchange Commission.

         The balance sheet at February 28, 1997 included herein has been derived
from the audited financial statements at that date but does not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements.

2.  INVENTORIES

         Inventories consist of goods held for resale and are stated at the
lower of cost or market.  Cost is determined by the first -in, first-out method.

3.  INITIAL PUBLIC OFFERING

         On June 4, 1997, the Company completed an initial public offering
("IPO") of its Class A Common Stock.  A total of 4,115,441 shares were sold at
$14 per share, including 536,797 shares sold pursuant to the underwriters
overallotment option and 578,644 shares sold by certain selling shareholders.
The Company did not receive any of the proceeds from the sale of  shares of
Class A Common Stock by the selling shareholders.  The net proceeds to the
Company were approximately $45.2 million and were used to repay $11.1 million of
outstanding indebtedness to certain members and affiliates of a group of
investors in the Company,  to repay approximately $33.1 million of the
outstanding balance of  the Company's $100.0 million revolving credit line (the
"Working Capital Facility"), and to repurchase 206,847shares of Common Stock
from certain shareholders, including members of the aforementioned investor
group, for an aggregate purchase price of approximately $1.2 million.

         On June 3, 1997, Pameco Holdings Inc. ("PHI") and Pameco Corporation,
both Delaware corporations, were merged with and into the Company, and in
connection therewith the shareholders of  PHI received 1.25 shares of  the
Company's Class A Common Stock or  Class B Common Stock, as agreed upon among
themselves, for each share of  Class A Common Stock and Class B Common Stock of
PHI held by them immediately prior to the merger.  The Company's Class A Common
Stock entitles its holder to one vote per share, whereas the Class B Common
Stock generally entitles its holder to ten votes per share.

         Prior to the IPO, certain shareholders of the Company agreed to sell to
the Company shares of Common Stock equal to the number of shares issued as
certain stock options were exercised at a price equal to the exercise price of
such stock options. The Company has repurchased all of the 206,847 shares still
subject to this arrangement at the time of the IPO from such investors, and such
shares have been retired.  Upon exercise of these stock options, the Company
will issue its Class A Common Stock.

                                       6
<PAGE>
 
4.  EARNINGS PER SHARE

         Historical earnings per share was computed using the requirements of
Accounting Principles Board Opinion No. 15 and SEC Staff Accounting Bulletin No.
83.

         Pursuant to SEC Staff Accounting Bulletin No. 83, common stock and
common stock equivalents issued at prices below the initial public offering
price per share ("cheap stock") during the twelve month period immediately
preceding the initial filing date of the Company's Registration Statement for
the IPO have been included in historical earnings per share as if outstanding
for all periods presented (using the treasury stock method at the IPO price).

         Supplemental historical net income per share for the three months and
six months ended August 31, 1997 was $0.67 and $0.85, respectively. Supplemental
net income per common share was computed using the weighted average number of
common and common equivalent shares outstanding as described above, and also
considering the reduction in interest expense from the repayment of long term
debt of $44.2 million with proceeds of the IPO as if such shares had been issued
and repayment had occurred at the beginning of the fiscal period.

5.  ACQUISITIONS

         In July 1997, the Company purchased the heating, ventilating, and air
conditioning ("HVAC") operations and related assets of Heating Cooling
Distributors, Inc., a distributor of HVAC equipment in Indianapolis, IN, a new
market for the Company. The acquired business had revenues in excess of $2.0
million for the year ended December 31, 1996 and derived substantially all of
its revenues from the sale of  HVAC products.
 
         In August 1997, the Company purchased the HVAC operations and related
assets of  Saez Refrigeration, Inc, and Saez Refrigeration of Hialeah, Inc. a
distributor of HVAC equipment in Miami, FL. The acquired business had revenues
in excess of $13.0 million for the year ended December 31, 1996 and derived
substantially all of its revenues from the sale of  HVAC products.

         In August 1997, the Company purchased the HVAC operations and related
assets of  Superior Supply Company, a distributor of HVAC equipment in the
Midwest.  Of the thirteen locations, ten are in new markets for the Company.
The acquired business had revenues in excess of $20.0 million for the year ended
January 31, 1997 and derived its revenues from the sale of HVAC and
refrigeration products.
 
6.  RECENT PRONOUNCEMENTS

         In February 1997, the Financial Accounting Standards Board issued
Financial Accounting Standards No. 128, "Earnings per Share"  ("SFAS 128") which
is required to be adopted for the year ending February 28, 1998.  At that time,
the Company will be required to change the method currently used to compute
earnings per share and restate prior periods.  Under the new requirements for
calculating earnings per share, the dilutive effect of stock options will be
excluded. Management believes the impact of the adoption of  SFAS No. 128 will
not be material.

7.  CONTINGENCIES

         On November 18, 1996, United Refrigeration, Inc. ("United"), a
competitor of the Company, filed suit against Pameco in the United States
District Court for the Eastern District of Pennsylvania claiming that Pameco had
tortiously interfered with United's alleged contract to purchase Sid Harvey's
southeastern business operations (the "Southeastern Assets").  United asserts
that beginning on or about August 23, 1996, it met with Sid Harvey and
thereafter negotiated an agreement (allegedly finalized on or about October 24,
1996) to purchase the Southeastern Assets for approximately $26 million and that
Pameco tortiously interfered with this alleged contract by offering "substantial
inducements" to Sid Harvey and by itself purchasing the Southeastern Assets. In
the alternative, United claims that, should the agreement be deemed
unenforceable, Pameco tortiously interfered with

                                       7
<PAGE>
 
United's prospective contractual relations with Sid Harvey. On February 18,
1997, United filed an amended complaint adding Sid Harvey as a defendant. In the
amended complaint, United claims that Sid Harvey (i) breached its agreement to
sell the Southeastern Assets to United; (ii) committed fraud in the inducement
of that alleged contract; (iii) negligently misrepresented certain facts
concerning the sale of the operations and Sid Harvey's intention to carry out
the sale of those assets and (iv) was unjustly enriched by certain information
obtained from United during the United-Sid Harvey negotiations.
 
         Although the amended complaint does not demand specified damages, it
asserts that United should recover the "loss of  its bargain," which United
estimates to be $11.4 million, plus punitive damages. Upon consummation of the
Southeastern Assets acquisition, Pameco agreed, based on certain written
representations made by Sid Harvey about the status of its discussions with
United, to indemnify Sid Harvey against all liabilities arising out of any
action filed by United in connection with the purchase of the Southeastern
Assets.

         On July 5, 1996, three former employees filed suit against Pameco and a
Company supervisor in the Superior Court of the State of California, County of
Stanislaus, alleging various tortious acts and that the Company maintained a
hostile work environment. The suit also asserts that in permitting the alleged
harassment of the plaintiffs by its supervisor that Pameco violated the
California Fair Employment Housing Act by failing to provide a harassment free
work place. The plaintiffs have cumulatively sought $1.8 million in damages,
including $1.5 million in punitive damages from Pameco.

         The Company is involved in other claims and legal proceedings which
have arisen in the ordinary course of  its business.  The Company intends to
vigorously defend all such claims and does not believe any such matters or the
actions described above will have a material adverse affect on the Company's
results of operations or financial condition.

                                       8
<PAGE>
 
                               PAMECO CORPORATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS


The following table sets forth the percentage relationship of certain statement
of operations data to net revenue for the periods indicated.

<TABLE>
<CAPTION>
 
                                                                    THREE MONTHS                   SIX MONTHS
                                                                        ENDED                         ENDED
                                                                      AUGUST 31                     AUGUST 31
                                                              -----------------------------------------------------
                                                                   1997        1996             1997        1996
                                                              -----------------------      ------------------------
<S>                                                             <C>         <C>              <C>         <C>
Net sales                                                           100.0%      100.0%           100.0%       100.0%
        Cost of products sold                                        76.5%       75.1%            76.6%        75.8%
                                                              -----------------------      ------------------------
Gross profit                                                         23.5%       24.9%            23.4%        24.2%
         Warehousing, selling, and administrative expenses           16.5%       17.5%            18.3%        19.0%
         Amortization of excess of acquired net assets over          (0.2)%      (0.3)%           (0.3)%       (0.3)%
          cost
 
Operating earnings                                                    7.2%        7.7%             5.4%         5.5%
 
Other expense:
        Interest expense, net                                         0.0%       (0.4)%           (0.5)%       (0.7)%
        Other expense                                                (0.6)%      (0.5)%           (0.6)%       (0.4)%
                                                              -----------------------      ------------------------
Income before income taxes                                            6.6%        6.8%             4.3%         4.4%
Provision for income taxes                                            2.5%        1.8%             1.6%         1.2%
                                                              -----------------------      ------------------------
Net income                                                            4.1%        5.0%             2.7%         3.2%
                                                              =======================      ========================
</TABLE>

RESULTS OF OPERATIONS

         Net sales of  $146.5 million in the second quarter ended August 31,
1997 increased 24.0%  from $118.1 million for the comparable  period in 1996.
Same store daily sales increased 9.7% in the second quarter as compared to the
prior year. Net sales of  $260.2 million in the six months ended August 31, 1997
increased 22.5%  from $212.5 million for the comparable  period in 1996. Same
store daily sales increased 8.6% in the six month period as compared to the
prior year.

         Acquisitions played a significant role in the year to year growth;
however, on a same store basis, the net sales increase was a result of an 18.5%
increase in the sales of  heating, ventilating, and air conditioning (HVAC)
products in the quarter ended August 31, 1997. For the six months ended August
31, 1997, HVAC sales on a same store basis increased 16.8%. This increase is
primarily attributable to sales increases in the Company's ThermalZone private
label equipment line. Sales of refrigeration equipment, parts, and  supplies
increased  2.6% on a same store basis in the second quarter as compared to the
prior year. Sales of refrigeration equipment, parts, and  supplies  increased
2.0% on a same store basis in the six months ended August 31, 1997, as compared
to the prior year.

         Gross profit in the quarter ended August 31, 1997 increased 16.8% to
$34.4 million from $29.4 million in the previous year. Gross profit in the six
months ended August 31, 1997 increased 18.6% to $61.0 million from $51.4 million
in the previous year. The increase in the gross profit in the second quarter
and six month period is primarily attributable to increased sales volume. The
gross profit percentage decreased to 23.5% during the quarter ended August 31,
1997 as compared to 24.9% during the same quarter in the previous year. The 
gross profit percentage 

                                       9
<PAGE>
 
decreased to 23.4% during the six months ended August 31, 1997 as compared to
24.2% during the previous year. The decrease in gross profit percentage is
primarily attributable to three factors. First, the Company has experienced
significant growth in its ThermalZone product sales. The shift from higher
margin refrigeration sales to lower margin HVAC sales has put pressure on the
Company's overall margin percentage. Second, a one time sell-off of CFC-based
refrigerants in the second quarter of the prior year generated higher gross
margins for that period. Finally, due to the unseasonably mild weather in
certain markets in our second quarter, many smaller distributors lowered prices
to reduce their inventory levels, which also forced the Company to lower its
prices to compete in these markets.

         Warehousing, selling, and administrative expenses during the second
quarter increased 17.0% to $24.2 million from $20.6 million in the previous
year. For the six months ended August 31, 1997, warehousing, selling, and
administrative expenses increased 18.0% to $47.7 million from $40.4 million in
the previous year. A significant portion of the year to year increase in these 
expenses represents the normal operating expenses of the acquired branches.
Salaries and wages also increased as the Company added to its sales force at the
local and national account levels. As a percentage of net sales, warehousing,
selling, and administrative expenses decreased to 16.5% from 17.5% in the
previous year as the Company's sales volume increased at a greater rate than its
infrastructure costs. As a percentage of net sales, warehousing, selling, and
administrative expenses for the six months ended August 31, 1997 decreased to
18.3% from 19.0% in the previous year.

         Interest expense during the quarter ended August 31, 1997 decreased to
$19,000 from $501,000 in the previous year. Interest expense during the six
months ended August 31, 1997 decreased to $1.2 million from $1.4 in the previous
year.  The Company's average borrowings decreased by $5.1 million in the six
months ended August 31, 1997 over the previous year. The Company's average
borrowings decreased by $10.9 million in the three months ended August 31, 1997
over the previous year. In the past twelve months, the Company has incurred
additional borrowings for strategic acquisitions and the repurchase of common
and preferred stock in November 1996. The Company successfully completed a
refinancing of its Credit Facilities (as defined below), including the addition
of an accounts receivable program (the "Securitization Program"), in early 1996,
lowering the rate of interest that it pays on its debt. The Securitization
Program was recorded as a sale of assets; therefore, approximately $49.8 million
of accounts receivable and debt are not reflected on the Company's balance sheet
at August 31, 1997. The discount on the sale of accounts receivable of $851,000
and $639,000 for the three months ended August 31, 1997 and August 31, 1996,
respectively, was recorded as other expense on the income statement. The 
average rate of interest on all debt, including the Securitization Program, for
the quarter ended August 31, 1997 was 7.2% as compared to 7.2% for the previous
year.

         Income taxes increased $1.5 million to $3.6 million for the quarter
ended August 31, 1997 due to greater income before taxes and the increase in the
effective tax rate. Income taxes increased $1.6 million to $4.1 million for the
six months ended August 31, 1997 for the same reasons. The Company's effective
rate of 38.0% and 37.0% for the three months ended August 31, 1997 and the six
months ending August 31, 1997, respectively, is lower than the statutory rate
due primarily to nontaxable amortization income.


LIQUIDITY AND CAPITAL RESOURCES

         The Company's liquidity needs arise from seasonal working capital
requirements, capital expenditures, interest and principal payment obligations,
and acquisitions.  The Company has historically met its liquidity and capital
investment needs with internally generated funds and borrowings under its Credit
Facilities.  For the six 

                                       10
<PAGE>
 
months ended August 31, 1997, cash from operating activities was $11.7 million
compared to cash from operating activities of $21.4 million for the six months
ended August 31, 1996. The decrease in cash flows from operating activities was
primarily due to the sale of a substantial portion of the Company's accounts
receivable under the Securitization Program. Net cash used in investing
activities was $19.5 million for the six months ended August 31, 1997 as
compared to $4.4 million for the six months ended August 30, 1996. In the six
months ended August 31, 1997, the Company purchased the HVAC operations and
related assets of Bellows-Evans, Inc., Trigg Supply, Inc., Heating and Cooling
Distributors, Inc., Saez Refrigeration, Inc., and Superior Supply Company for an
aggregate cash price of $18.3 million. Net cash provided in financing activities
was $7.8 million for the six months ended August 31, 1997, as compared to the
use of $17.1 million for the six months ended August 31, 1996.

         On June 4, 1997, the Company completed the IPO.  A total of 4,115,441
shares of Class A Common Stock were sold at $14 per share, including 536,797
shares sold pursuant to the underwriters overallotment option and 578,644 shares
sold by certain selling shareholders. The Company did not receive any of the
proceeds from the sale of shares of Class A Common Stock by the selling
shareholders. The net proceeds to the Company were approximately $45.2 million
and were used to repay $11.1 million of outstanding indebtedness to certain
members and affiliates of a group of investors in the Company, to repay
approximately $33.1 million of the outstanding balance of the Company's Working
Capital Facility, and to repurchase 206,847 shares of Common Stock from certain
shareholders, including members of the aforementioned investor group, for an
aggregate purchase price of approximately $1.2 million.

         The Company's working capital increased to $54.6 million at August 31,
1997 from $34.2 million at February 28, 1997.

         At August 31, 1997, the Company had senior borrowings of $61.1 million
under its $100 million Credit Facilities,  of which $37.7 million was unused and
available.  The Company's senior indebtedness consists of  $11.3 million under
the Working Capital Facility and $49.8 million under the Securitization Program
(collectively, the "Credit Facilities").  The Securitization Program is an off
balance sheet arrangement that provides for the transfer and sale of accounts
receivable to a special purpose corporation.  The weighted average interest rate
on the Credit Facilities at August 31, 1997 was 7.2%.  This rate fluctuates with
the commercial paper and LIBOR rates.  The Credit Facilities expire in  November
2001 and have no  principal payment requirements prior to that date.  The
Company repaid a portion  of the Working Capital Facility with the net proceeds
of the IPO.

         The Company's capital expenditures, excluding acquisitions, for the six
months ended August 31, 1997, were $1.3 million as compared to $1.2 million for
the previous year.  Such capital expenditures were primarily for branch and
distribution center leasehold improvements, equipment, and computer equipment
and software.

         Management believes that the Company has adequate resources and
liquidity to meet its borrowing obligations, fund all required capital
expenditures, and pursue its business strategy for existing operations through
the end of this fiscal year.  However, the Company will require additional
funding in order to pursue significant acquisition opportunities.  Future
acquisitions may be financed by bank borrowings, public offerings, or private
placements of equity or debt securities or a combination of the foregoing.  Such
financings may require the consent of the Company's existing lenders.

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         See  Note 7 to the Condensed Consolidated Financial Statements
(Unaudited) contained in Part I of this Report.
 

                                       11
<PAGE>
 
Item 2.  Changes in Securities

         In connection with the IPO, the Company issued shares of its Class A
Common Stock. Holders of shares of Class A Common Stock and Class B Common Stock
vote as a single class on all matters submitted to a vote of the shareholders,
with each share of Class A Common Stock entitled to one vote and each share of
Class B Common Stock entitled to ten votes, except (i) for the election of
directors, (ii) with respect to any proposed "going private" transaction between
the Company and a Principal Shareholder (as defined in the Company's Articles of
Incorporation) and (iii) as otherwise provided by law. The holders of the Class
A Common Stock, voting as a separate class, are entitled to elect two of the
Company's directors, and the holders of the Class B Common Stock, voting as a
separate class, are entitled to elect the remaining directors.

         The following use of proceeds information is being disclosed for the
Registration Statement on Form S-1 (No. 333-24043) effective on June 3, 1997.
The offering commenced on June 4, 1997.  The offering has  terminated and all
the registered securities were sold. Pursuant to the aforementioned registration
statement, the Company registered shares of  Class A Common Stock, par value
$.01 per share.

The managing underwriters for the offering were:

         (01) Donaldson, Lufkin, & Jenrette Securities Corporation

         (02) The Robinson-Humphrey Company, Inc.

         (03)  Schroder Wertheim & Co.

         The Company registered and subsequently sold  3,536,797 shares of Class
A Common Stock for an aggregate offering price of $49,515,158. The Company also
registered 578,644 shares sold by three shareholders of the Company for an
aggregate offering price of $8,101,016.

         Expenses incurred in connection with the issuance and distribution of
the registered securities through August 31, 1997 were as follows:
 
         Underwriting
         discounts and
         commissions         $3,466,061
 
         Other expenses         835,351
                             ----------
 
         Total Expenses      $4,301,412
                             ==========

         None of these payments were made, directly or indirectly, to any
director, officer, general partner, or 10% shareholder of the Company.  The net
offering proceeds to the Company after the total expenses above were 
$45,213,746.

         The net proceeds to the Company from the offering were used for the
following purposes:

                         
Use of proceeds                                    Amount
---------------                                    ------
 
Repayment of indebtedness to third persons       $32,906,886
 
Repayment of indebtedness to affiliates          $11,100,000
 
Repurchase of treasury stock  from affiliates    $ 1,206,860

                                       12
<PAGE>
 
         As indicated above, approximately $12,306,860 of the net proceeds from
the offering were paid directly to certain investors in the Company and their
affiliates.

Item 6.  Exhibits and Reports on Form 8-K
         (a)    Exhibits

         10.24  Agreement for Purchase and Sale of Assets of Saez Refrigeration,
                Inc., dated August 11, 1997

         10.25  Agreement for Purchase and Sale of Capital Stock of Superior
                Supply Company, dated August 25, 1997

         11.1   Computation of  Historical Net Income Per Share for the Quarters
                Ended August 31, 1997 and 1996

         11.2   Computation of  Supplemental Historical Net Income Per Share

         27.    Financial Data Schedule (for SEC use only)

         b).    Reports on Form 8-K

                Report on Form 8-K filed on June 3, 1997

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                         PAMECO CORPORATION
                                         -----------------------------------
                                         (Registrant)
 

                                    By:  /s/ THEODORE R. KALLGREN
                                         ---------------------------------------
                                         Theodore R. Kallgren
                                         Chief Financial Officer

October 14, 1997                         (Mr. Kallgren has been duly authorized
                                         to sign on behalf of the registrant)

                                       13
<PAGE>
 
                                 Exhibit Index

      Exhibit No.    Exhibit
      -----------    -------

         10.24       Agreement for Purchase and Sale of Assets of Saez 
                     Refrigeration Inc., dated August 11, 1997

         10.25       Agreement for Purchase and Sale of Capital Stock of 
                     Superior Supply Company, dated August 25, 1997
 
         11.1        Computation of  Historical Net Income Per Share for the
                     Three Months and Six Months Ended August 31, 1997 and 1996

         11.2        Computation of  Supplemental Historical Net Income Per
                     Share

         27.         Financial Data Schedule (for SEC use only)

                                       14