-----------------------------------------------------------------------------

                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                 FORM 10-QSB

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

             For the quarterly period ended March 31, 2000

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

                         Commission File No.:  0-20101
                         -----------------------------

                            URECOATS INDUSTRIES INC.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

               Delaware                                      13-3545304
    -------------------------------                     -------------------
    (State or other jurisdiction of                      (I.R.S. Employer
    incorporation or organization)                      Identification No.)

     4100 North Powerline Road, Suite F-1, Pompano Beach, Florida  33073
     -------------------------------------------------------------------
                   (Address of principal executive offices)

                                (954) 977-5428
              --------------------------------------------------
             (registrant's telephone number, including area code)

     Check whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X]   No [ ]
    ---      ---

   The number of shares of common stock, par value $.01 per share, outstanding
as of May 10, 2000 was 96,753,469 shares.

------------------------------------------------------------------------------










                          URECOATS INDUSTRIES INC.

                                FORM 10-QSB

                              MARCH 31, 2000

                                   INDEX
                                   -----

                                                                        PAGE
                                                                       ------
PART I - FINANCIAL INFORMATION
------------------------------

ITEM 1.  FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of March 31, 2000 and
December 31, 1999 ...................................................     3-4

Condensed Consolidated Statements of Operations for the three months
ended March 31, 2000 and 1999 .......................................       5

Condensed Consolidated Statements of Cash Flows for the three months
ended March 31, 2000 and 1999 .......................................     6-7

Notes to Condensed Consolidated Financial Statements.................     8-9

ITEM 2.  MANAGEMENT'S PLAN OF OPERATION .............................    9-13


PART II - OTHER INFORMATION
---------------------------

ITEM 1.  LEGAL PROCEEDINGS .........................................       14

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS .................       15

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES ...........................       15

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS .......       15

ITEM 5.  OTHER INFORMATION .........................................       15

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K ..........................       15



SIGNATURES .........................................................       16

EXHIBIT INDEX ......................................................       17







                           PART I - FINANCIAL INFORMATION
                           ------------------------------

ITEM 1.  FINANCIAL STATEMENTS
-----------------------------


                   URECOATS INDUSTRIES INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                     ------

                                         MARCH 31, 2000    DECEMBER 31, 1999
                                       ------------------  -----------------
                                          (UNAUDITED)
Current Assets:
     Cash                              $          50,407   $         15,026
     Loans Receivable                             38,537             21,283
     Prepaid Expenses                             11,431              6,143
                                       ------------------  -----------------
          Total Current Assets                   100,375             42,452
                                       ------------------  -----------------
Property and Equipment, Net                      797,102            526,102
                                       ------------------  -----------------
Other Assets:
     Intangibles, Net                          1,024,291          1,012,844
     Deposits                                     48,976              8,341
                                       ------------------  -----------------
          Total Other Assets                   1,073,267          1,021,185
                                       ------------------  -----------------
               Total Assets            $       1,970,744          1,589,739
                                       ==================  =================

See Accompanying Notes to Condensed Consolidated Financial Statements


















                                     Page 3

                   URECOATS INDUSTRIES INC. AND SUBSIDIARIES
                           (A DEVELOPMENT STAGE COMPANY)
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (CONTINUED)

                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)
                    ---------------------------------------

                                         MARCH 31, 2000    DECEMBER 31, 1999
                                       ------------------  -----------------
                                           (UNAUDITED)
Current Liabilities:
     Current Maturities of
       Long Term Debt                  $         112,659   $         59,387
     Accounts Payable and
       Accrued Expense                           491,898            571,131
     Loans Payable                                25,124             65,124
     Due to Related Parties                      985,000            250,000
                                       ------------------  -----------------
        Total Current Liabilities              1,614,681            945,642
                                       ------------------  -----------------
Long Term Debt                                   180,393             34,327
                                       ------------------  -----------------
           Total Liabilities                   1,795,074            979,969
                                       ------------------  -----------------
Commitments and Contingencies                    671,380            669,421
                                       ------------------  -----------------
Stockholders' (Deficit):
     Preferred Stock, $1.00 Par
       Value, 2,000,000 Shares
       Authorized; Series A
       Convertible, 750,000 Shares
       Authorized; Issued &
       Outstanding, 62,500 Shares
       Unconverted (Less Offering
       Costs of $7,465)                           55,035             55,035
     Common Stock $.01 Par Value,
       100,000,000 shares Authorized;
       96,753,469 Shares Issued &
       Outstanding, March 31, 2000;
       92,748,219 Shares Issued &
       Outstanding, December 31, 1999.           967,535            927,482
     Additional Paid-In-Capital               20,230,038         19,203,292
     Accumulated (Deficit) -
       Discontinued Operations               (13,534,148)       (13,530,532)
     Accumulated (Deficit) -
       Development Stage Operations           (8,214,170)        (6,714,928)
                                       ------------------  -----------------
        Total Stockholders' (Deficit)           (495,710)           (59,651)
                                       ------------------  -----------------
             Total Liabilities and
               Stockholders' (Deficit) $       1,970,744   $      1,589,739
                                       ==================  =================

See Accompanying Notes To Condensed Consolidated Financial Statements

                                     Page 4

                   URECOATS INDUSTRIES INC. AND SUBSIDIARIES
                           (A DEVELOPMENT STAGE COMPANY)
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

                                          THREE MONTHS ENDED MARCH 31,
                                          ----------------------------

                                             2000              1999
                                      -----------------  -----------------


Revenues                              $            -0-   $            -0-
                                      -----------------  -----------------
Costs and Expenses:
     Selling, General and
       Administrative                          414,200            523,232
     Professional Fees                          33,431                ---
     Depreciation and Amortization              53,868             18,510
     Research and Development                  198,862            235,888
     Consulting Fees                           798,881                ---
                                      -----------------  -----------------
          Total Costs and Expenses           1,499,242           (777,630)
                                      -----------------  -----------------
Net (Loss) from Development Stage
  Operations                                (1,499,242)          (777,630)

(Loss) from Discontinued Operations   $         (3,617)  $           (201)
                                      -----------------  -----------------

Net (Loss)                            $     (1,502,859)  $       (777,831)
                                      -----------------  -----------------

Net (Loss) Per Common Share
  Basic
    Development Stage Operations      $         (0.016)  $         (0.012)
    Discontinued Operations                     (0.000)            (0.000)
                                      -----------------  -----------------
      Total                           $         (0.016)  $         (0.012)
                                      -----------------  -----------------

Weighted Average Shares Outstanding         94,750,844         63,771,534
                                      -----------------  -----------------
  Dilutive
    Development Stage Operations      $         (0.015)  $         (0.012)
    Discontinued Operations                     (0.000)            (0.000)
                                      -----------------  -----------------
      Total                           $         (0.015)  $         (0.012)
                                      -----------------  -----------------

Weighted Average Shares Outstanding         97,074,344         63,771,534
                                      -----------------  -----------------

See Accompanying Notes to Condensed Consolidated Financial Statements

                                     Page 5


                   URECOATS INDUSTRIES INC. AND SUBSIDIARIES
                         (A DEVELOPMENT STAGE COMPANY)
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

                                               THREE MONTHS ENDED MARCH 31,
                                               -----------------------------
                                                  2000              1999
                                            ---------------   ---------------
Cash Flows from Operating Activities:
  Net (Loss)
    Development Stage Operations            $   (1,499,242)   $      (77,630)
    Discontinued Operations                         (3,616)             (201)

  Adjustments to Reconcile Net (Loss)
    to Net Cash (Required) by Operating
      Activities:
        Depreciation and Amortization               53,868            18,510
          Development Stage Operations                  34               176

  Non Cash Development Stage Expenses              913,549               ---

  Changes in Assets and Liabilities:
      Prepaid Expenses                              (5,288)           12,018
      Loans Receivable                             (17,254)           13,534
      Deposits                                     (40,635)              -0-
      Accounts Payable and Accrued
        Expenses                                    12,767          (611,227)
      Due to Related Parties                           ---           156,555
       Increase (Decrease) in Commitments
         and Contingencies                           1,959           (50,148)
                                            ---------------   ---------------
          Net Cash (Required) by
            Operating Activities                  (583,858)       (1,238,413)
                                            ---------------   ---------------
Cash Flows from Investing Activities:
  Acquisition of Property & Equipment
    Development Stage Operations                  (324,860)         (103,267)
  Acquisition of Intangibles
    Development Stage Operations                   (11,489)             (281)
                                            ---------------   ---------------
      Net Cash (Required) by Investing
        Activities                          $     (336,349)   $     (103,548)
                                            ---------------   ---------------

See Accompanying Notes to Condensed Consolidated Financial Statements







                                     Page 6



                   URECOATS INDUSTRIES INC. AND SUBSIDIARIES
                         (A DEVELOPMENT STAGE COMPANY)
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

                                               THREE MONTHS ENDED MARCH 31,
                                                     (CONTINUED)
                                               ----------------------------
                                                  2000              1999
                                            ---------------   ---------------

Cash Flows from Financing Activities:
  Proceeds from Issuance of
    Common Stock                                    21,250         1,256,839
  Proceeds from Issuance of Notes                  934,038               ---
  Payment of Notes                                     -0-            (7,300)
                                            ---------------   ---------------
     Net Cash Provided by Financing
      Activities                                   955,588         1,249,539
                                            ---------------   ---------------
        Net (Decrease)Increase in Cash
          Development Stage Operations              35,429           (94,698)
          Discontinued Operations                      (48)            2,276
                                            ---------------   ---------------
            Net (Decrease)Increase in Cash  $       35,381    $      (92,422)
                                            ===============   ===============

Supplemental Disclosure of
  Cash Flow Information:
    Non-Cash Financing Activities:
      Board of Director Fees                $       67,852    $          ---
      Legal Fees                                       -0-             4,760
      Consultant Fees                              718,437           192,844
      Repayment of Debts                           132,000           846,860
      Employee Compensation                        127,260           212,375
                                            ---------------   ---------------
            Totals                          $    1,045,549    $    1,256,839
                                            ===============   ===============


See Accompanying Condensed Consolidated Financial Statements












                                     Page 7


                   URECOATS INDUSTRIES INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION
------------------------------

The accompanying unaudited condensed consolidated financial statements for
the three month period ended March 31, 2000 and 1999, have been prepared in
conformity with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Regulation S-B. The
financial information as of December 31, 1999, is derived from the Company's
Form 10-KSB for the year ended December 31, 1999. Certain information or
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed
or omitted pursuant to the rules and regulations of the Securities and
Exchange Commission.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period.  Actual results could differ from those estimates. In
the opinion of management, the accompanying financial statements include all
adjustments necessary (which are of a normal and recurring nature) for the
fair presentation of the results of the interim periods presented.  While the
registrant believes that the disclosures presented are adequate to keep the
information from being misleading, it is suggested that these accompanying
financial statements be read in conjunction with the registrant's audited
consolidated financial statements and notes for the year ended December 31,
1999, included in the registrant's Form 10-KSB for the year ended December 31,
1999.

Operating results for the three month period ended March 31, 2000, are not
necessarily indicative of the results that may be expected for the remainder
of the fiscal year ending December 31, 2000.  The accompanying unaudited
condensed consolidated financial statements: include the accounts of the
registrant and its wholly-owned subsidiaries.  All significant inter-company
accounts and transactions have been eliminated in consolidation.


NOTE 2 - INTANGIBLES
--------------------

The registrant evaluates the amortization period of intangibles on an ongoing
basis in light of changes in any business conditions, events or circumstances
that may indicate the potential impairment of intangible assets. The adoption
of Statement of Accounting Standards 121, "Accounting for the Impairment of
Long-Lived Assets to be Disposed Of", and the evaluation by the registrant,
did not have a significant effect on the consolidated financial position or
results of operations of the registrant for the three months ended March 31,
2000.



                                     Page 8
NOTE 3 - COMMITMENTS AND CONTINGENCIES
--------------------------------------

LITIGATION

   (1)  Designer Wear et. al. vs. Smith & Wesson et. al.  The Company last
reported that this litigation is currently undergoing further discovery and
motions for request to produce documents and information are now pending
between the parties.  In response to a set of document production requests by
the Company, which requests were related to, among other things, issues
regarding Smith & Wesson's claim for damages arising as a loss of goodwill
and reputation, Smith & Wesson's counsel advised the Company in a letter
dated March 21, 2000, that it would not seek and relinquished the counter-
claim for damages for loss to reputation and good will alleged in their
Complaint, Counterclaim and Jury Demand filed on July 13, 1998. To date, no
settlement offers have been made by Smith & Wesson acceptable to the Company,
however, litigation counsel is of the continuing opinion that the case will
eventually be settled favorably to the Company. There have been no other
changes in this litigation as previously reported in the Company's December
31, 1999 Form 10-KSB.

   (2)  AG Industries vs. the Company, et. al.  On April 17, 1995, AG
Industries sued UC'NWIN Systems Corporation and the Company and for a breach
of contract and causes of action for unjust enrichment and breach of implied
contract. On August 22, 1995 the Company filed a Motion to Dismiss and
Alternative Motion for a Change of Venue.  AG Industries responded and
opposed the Defendants' motion. On November 8, 1996, as a result of non-
attendance at Pretrial Conferences, a judgment against the Company of $541,333
was decreed in the United States District Court, Eastern Division. Management
learned of the foregoing in April 2000 and believes the Company has sufficient
reserves to offset future settlement of this judgment.

ITEM 2.  MANAGEMENT'S PLAN OF OPERATION
---------------------------------------

FORWARD LOOKING STATEMENTS

This Form 10-QSB contains certain forward-looking statements. For this
purpose, any statements contained in this Form 10-QSB that are not statements
of historical fact may be deemed to be forward-looking statements.  Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or the negative or other variations
thereof or comparable terminology are intended to identify forward-looking
statements.  These statements by their nature involve substantial risks and
uncertainties, and actual results may differ materially depending on a
variety of factors.

PLAN OF OPERATION

The Company's plan of operation for the next twelve (12) months, through
its wholly-owned subsidiaries, Urecoats International and Urecoats
Technologies, is to manufacture five full production spray application
systems for its URECOATS 100(TM) Rubber Sealant Membrane (RSM)(TM) roofing
product and commence full-scale sales, marketing and distribution efforts.

                                     Page 9


Urecoats seeks to develop and market its products in the construction
industries and specifically in the industries involving manufacturing and
industrial building, single-family housing, multifamily housing, water,
sewer, and pipeline, bridge and tunnel, and structural steel erection
industries. The Company intends to compete in these industries by providing
its products and systems as part of the materials, components and supplies
therefor. Management will continue to research the applicability of its
formulae, and modifications thereto, in developing additional products
and/or uses for its existing products in these construction industries.

TESTING AND CERTFICATION

The Company will continue to work closely with world renowned testing and
certification agencies for testing its products to their limitations. This
testing process has already uncovered new cross-over industry uses for the
Rubber Sealant Membrane(RSM)(TM).

STRATEGIC ACQUISITIONS

The Company intends to pursue strategic acquisitions that will allow it to
establish its market position in targeted markets. Management believes that
the high degree of fragmentation in the adhesives, sealants and coatings
industry will continue to provide suitable acquisition candidates. Potential
acquisition candidates will be evaluated based upon their capacity to enhance
the ability of the Company to: (i) expand its product line; (ii) enhance its
product development capabilities; (iii) market products through new or
expanded distribution channels; and (iv) increase its international presence.
Management believes it has significant opportunities to establish its
products in international markets, to enter developing markets and to
establish new customer relationships. Management also believes: (a) it has a
world class Rubber Sealant Membrane (RSM)(TM) that will enhance, support and
change many industries; and (b) many new businesses will be developed out of
the emergence of the Company's Rubber Sealant Membrane (RSM)(TM) into the
world markets.

MARKETING

The Company has identified the Roofing Industry for the introduction of its
first Product.

   ROOFING MARKETS

   Maintenance.  Maintenance involves the physical inspection of an existing
roofing system to determine its current condition, detect weaknesses and
failures and identify any potential future problems. Through a program of
regularly scheduled annual or semi-annual inspections, roofing contractor
technicians assist owners in protecting their roofing investments by seeking
to identify damage in its early stages. Early detection of leaks and roofing
system failures make it possible for the roofing contractors to repair and
extend the life of a roofing system through repair or restoration, which is
significantly less expensive and time consuming than re-roofing.



                                     Page 10

   Roofing contractors sometimes offer their customers a facility management
program to coordinate maintenance, repair, restoration and re-roofing as
needed. The Company believes that assisting the roofing contractors with the
cost-effectiveness of their regularly scheduled maintenance, repair and
restoration enables the Company to cultivate strong relationships with its
customers and establish a basis for recurring revenues.

   Repair.  Repair is a process where an existing roofing system has additions
and adjustments made to it, such as caulking, re-coating, and repairing
penetrations to fix leaks in the roofing system.

   Restoration.  Restoration involves the major repair of the roofing system,
including the repair of all penetrations and re-surfacing of the roof to
restore it to serviceable condition. Roofing contractors inform building
owners when a roof is approaching the end of its 14 year average life cycle
through regularly scheduled maintenance and repair programs. The opportunity
to perform restoration work normally exists two or three years prior to the
end of a roof's life cycle and before significant damage occurs. As many as
10 years can be added to the useful life of the roof through restoration and
typically the cost of restoration is one-half the cost of re-roofing.

   Re-roofing.  Re-roofing is the process of installing a new roof when a
roofing system fails. Roofing system failure can be caused by a number of
factors, including age, severe weather, poor workmanship, defective materials,
improper specification of a roofing system, abuse and failure to maintain the
roof through inspections. Re-roofing is performed only when all repair and
restoration alternatives are deemed incapable of bringing a roof back to
serviceable condition, or at the specific request of a customer.

   New Construction.  New roof construction involves the construction of a
variety of roofing systems, including metal roofing systems, built-up roofing
membranes and single ply roofing systems. New roof construction coincides
with the construction of a new building. New commercial roofing work usually
begins with either a proposal request from the owner, general contractor or
roof consultant. Initial meetings with the parties allow the roofing
contractor to prepare preliminary and then more detailed design and product
specifications, drawings and cost estimates. Once a project is awarded, it is
conducted in scheduled phases, and progress billings are rendered to the
owner for payment, less a retainage of 5% to 10% of the construction cost of
the project. Actual field work (ordering of equipment and materials,
fabrication or assembly of certain components, delivery of materials and
components to the job site, scheduling of work crews and inspection and
quality control) is coordinated during these phases. The Company intends to
assist the roofing contractors in providing the materials to be installed as
a part of these contracts.

The Company plans to continue implementation of product development for
value-added end-use applications in higher growth market segments,
particularly sealant and coatings which facilitate recycling and other
environmentally-useful sealants and coatings. Management believes the
Company's technologies provide it with advantages in the development of new
products and the penetration of new markets.



                                     Page 11


Management has determined that there are significant opportunities available
to establish its products in international markets, to enter developing
markets and to establish new customer relationships. Furthermore, it is
Management's long-term goal to establish its world class Rubber Sealant
Membrane(TM) to assist, enhance and change the landscape of many industries.

MANUFACTURING, PACKAGING AND DISTRIBUTION

The production of sealants and coatings is a multi-stage process which
involves extensive formulation, mixing and in some cases, chemical synthesis.
Following one or more of these processes, the product is packaged in totes,
drums, pails, cartridges or other delivery forms for sale based upon the
customer's requirements. Principal manufacturing processes include blending,
polymerization and extrusion.  Blending consists of dissolving or dispersing
various compounds in organic solvents or water.  In polymerization, urethane
polymers are synthesized in closed reactor systems. Extrusion consists of
feeding formulated materials through an extruder to compound pressure
sensitive products.

Urecoats has initiated plans to handle initial URECOATS 100(TM) manufacturing,
packaging and distribution through contract manufacturers and/or through
cooperative relationships with certain chemical suppliers. These manufacturers
will prepare the various components of the product, as specified by Urecoats,
provide for private label packaging and assist with worldwide shipping of
product for ultimate distribution to the customer.

EMPLOYEES AND CONSULTANTS

The Company and its subsidiaries have thirteen full-time employees performing
various necessary corporate and operations functions.

Urecoats entered into a Consulting Agreement on July 21, 1998, effective June
1, 1998, with Creative Chemical and Ponswamy Rajalingam, Ph.D. ("Dr. Raja"),
the owners and inventor of the purchased formulas, including certain
technologies for their spray application, which terminates on May 31, 2000.
Urecoats entered into a new Consulting Agreement on March 29, 2000, effective
January 1, 2000, incorporating and modifying certain terms and conditions
from the June 1, 1999 agreement, which terminates on March 1, 2001 ("Raja
Agreement"). In exchange for certain restricted common stock, options,
consulting fees, and other non-employee compensation, Dr. Raja is to exercise
his best efforts to complete all patent work on the URECOATS 100(TM) Rubber
Sealant Membrane (RSM)(TM); complete the prototype delivery system; add a
delivery system patent; build a full production delivery system; develop a
repair kit, application system and add patents for such; develop a topcoat;
add a formula patent; and establish training methods for application of the
product, including but not limited to safety features, technical specifications
and product approvals.







                                     Page 12

The Company entered into a Consulting Agreement on January 31, 1999, effective
January 1, 1999, with R. Uma Umarani, Ph.D. ("Dr. Uma"), a chemist, for the
research and development of an asphalt sealant formula. This agreement
terminated with all of its terms and conditions satisfied by Dr. Uma and the
Company.  Urecoats entered into a new Consulting Agreement on March 29, 2000,
effective January 1, 2000, which terminates on March 31, 2001. In exchange for
certain restricted common stock, options, consulting fees, and other non-
employee compensation, Dr. Uma is to exercise her best efforts to complete all
patent work on the URESEAL 200(TM) asphalt sealant; add a formula patent;
complete the prototype delivery system; add a delivery system patent and build
a full production delivery system; develop a repair kit, application system
and add patents for such; establish training methods for application of the
product, including but not limited to safety features, technical specifications
and product approvals.

Urecoats will retain additional qualified and respected professionals in the
various industries for advice, consultation and direction related to its
products and applications; development and building of different types of
roof systems for its products; working with testing labs, government agencies,
and other agencies for approval of its products; seeking other potential
applications and uses for its products other than construction, such as
waterproofing, marine, steel vapor barrier, etc.; assistance in writing
technical articles on its products and applications; and establish guidelines
for application procedures for its products and applications in the various
industries.

The Company expects to hire more personnel, perform new research and development
activities, and seek additional board of directors, executives, and consultants
for anticipated growth from increased awareness of the Urecoats products in the
marketplaces.

MAJOR CUSTOMERS

Although no purchase orders have been finalized to date, Urecoats is maintaining
a relationship with its customer in Mexico, Ipseal De Mexico, S.A. de C.V.
("Ipseal"), for sales of its Rubber Sealant Membrane(TM) URECOATS 100(TM)
roofing product.  The Company is also working directly with a core group of
individuals from Mexico, "Team Mexico", in establishing infrastructure
guidelines for future anticipated sales, marketing and distribution of its
products in Mexico.

FINANCIAL CONDITIONS

The Company currently does not have the liquidity or capital resources to
fund Urecoats without raising capital either from borrowing or from the sale
of additional shares of stock. As of March 31, 2000, the Company received
approximately $985,000 in short-term loans, bearing interest at 9% per annum,
payable on demand, from Richard J. Kurtz, Chairman of the Board and Chief
Executive Officer of the Company, for operations. The Company anticipates
raising further financing through short-term loans and/or, subject to an
increase in the Company's authorized capitalization, the sale of additional
restricted common stock to accredited sophisticated investors.



                                     Page 13




                            PART II - OTHER INFORMATION
                            ---------------------------

ITEM 1.  LEGAL PROCEEDINGS
--------------------------

1.  Designer Wear et. al. vs. Smith & Wesson et. al.

    The Company last reported in its Form 10-KSB for the year ended December
31, 1999, that this litigation is currently undergoing further discovery and
motions for request to produce documents and information are now pending
between the parties. In response to a set of document production requests by
the Company, which requests were, among other things, related to issues
regarding Smith & Wesson's claim for damages arising as a loss of goodwill
and reputation, Smith & Wesson's counsel advised the Company that it would
not seek and relinquished their counter-claim for damages for loss to
reputation and good will alleged in their Complaint, Counterclaim and Jury
Demand filed on July 13, 1998. The Company's litigation counsel is
vigorously pursuing the case. No acceptable settlement offers have been made
by Smith & Wesson to the Company; however, litigation counsel is of the
continuing opinion that the case will eventually be settled favorably to
Urecoats.

2.  AG Industries, Inc. vs. the Company et. al.

    On April 17, 1995, AG Industries (the "Plaintiff") sued Winners All
International, Inc. and UC'NWIN Systems Corporation (the "Defandants") for
breach of contract, unjust enrichment, and breach of implied contract, in
the United States District Court, Northern District of Ohio, Eastern
Division. AG Industries sought damages in excess of $400,000. On August 22,
1995, the Defendants filed a Motion to Dismiss and Alternative Motion for a
Change of Venue. Present management recently learned the following: On
March 4, 1996, the Court issued a memorandum and order denying Defendants'
motion. On June 13, 1996, the Defendants filed their Answer to the Complaint.
On August 14, 1996, the Defendants attorney filed a Motion to Withdraw as
counsel with the Court. On August 30, 1996, the Court granted the motion as
to the Defendants counsel. On September 26, 1996, the Court issued a Notice
of Final Pretrial Conference. On October 22, 1996, the conference was held,
and due to the Defendants failing to attend, the Court granted an oral Motion
for Judgment in the amount of $541,333.62 with interest in favor of the
Plaintiff, which entry date was November 14, 1996.

This lawsuit relates to the former abandoned random lottery operations of the
Company. Present Management did not have any prior notice of any such
judgment. A search of the counties in which the Company has been doing
business (for the past 3 years) and in the county in which it previously did
business fails to reflect any judgment liens filed in the public records
against the Company.




                                     Page 14

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS
--------------------------------------------------

During the quarterly period ended March 31, 2000, the Company issued restricted
common stock, for certain private transactions, in reliance on Section 4(2) of
the Act, as described below:

  (a)  The Company issued 75,000 shares of restricted common stock to a newly
appointed director of the Company, Arthur J. Gregg, as a Board of Director fee,
which transaction was valued and recorded at $67,852.

  (b)  In January 2000, the Company issued 1,000,000 shares of restricted
common stock to an officer of the Company, Larry T. Clemons, as other
compensation, which transaction was valued and recorded at $118,500.

  (c)  The Company issued 202,500 shares, net, of restricted common stock for
consulting services rendered, which transactions were valued and recorded at
$339,510.

  (d)  At various times during the first quarter, the Company issued 1,222,000
shares of restricted common stock to Ponswamy Rajalingam and R. Uma Umarani, on
behalf of its Urecoats International subsidiary, for consulting services
rendered and to be rendered, of which 850,000 were issued to Ponswamy Rajalingam
and 372,000 were issued to R. Uma Umarani, both of whom are officers of the
Company. These transactions were valued and recorded at $196,436 and $35,991,
respectively.

  (e)  The Company issued 1,250 shares of restricted common stock, for an
employee bonus, which transaction was valued and recorded at $1,904.

  (f)  The Company issued 4,500 shares of restricted common stock, on behalf of
its Urecoats International subsidiary, for employee bonuses, which transactions
were valued and recorded at $6,855.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
----------------------------------------

None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------

None

ITEM 5.  OTHER INFORMATION
--------------------------

None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------

     (a)  EXHIBITS - 27.1  FINANCIAL DATA SCHEDULE - MARCH 31, 2000

     (b)  REPORTS ON FORM 8-K - None

                                     Page 15


                                   SIGNATURES
                                   ----------

In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pompano Beach, and State of Florida on May
12, 2000.


URECOATS INDUSTRIES INC.
     (Registrant)



/s/ Larry T. Clemons                            May 12, 2000
----------------------------                    ------------
Larry T. Clemons                                Date
President and Treasurer


/s/ Michael T. Adams                            May 12, 2000
----------------------------                    ------------
Michael T. Adams                                Date
Executive Vice President
   and Secretary





























                                     Page 16

                                  EXHIBIT INDEX
                                  -------------


EXHIBIT NO.      EXHIBIT DESCRIPTION
-----------      -------------------

    27.1         FINANCIAL DATA SCHEDULE - MARCH 31, 2000














































                                     Page 17