U. S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   FORM 10-QSB

     [X] Quarterly  report under Section 13 or 15(d) of the Securities  Exchange
Act of 1934

     For the quarterly period ended March 31, 2001
                                    --------------

     [ ] Transition report under Section 13 or 15(d) of the Exchange Act

     For the transition period from __________ to __________

                         Commission File Number 0-21279
                                                -------

                          THERMACELL TECHNOLOGIES, INC.
                          -----------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

          FLORIDA                                           59-3223708
          -------                                           ----------
(State or Other Jurisdiction of                          (I.R.S. Employer
 Incorporation or Organization)                         Identification No.)

                440 Fentress Blvd., Daytona Beach, Florida 32114
                ------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (386) 253-6262
                                 ---------------
                           (Issuer's Telephone Number)


         Check whether the issuer: (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 a
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       No   X
    ----     ----


         The number of shares  outstanding of the Issuer's Common Stock,  $.0001
Par Value, as of March 31, 2001 was 6,107,109.

         Transitional Small Business Disclosure Format:

Yes       No   X
   ----      ----


<PAGE>

                 THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES


                                      Index

                    Six Months Ended March 31, 2001 and 2000
                                   (Unaudited)




                                                                         Page
Part I - Financial Information                                           ----
------------------------------

Item 1.  Consolidated Financial Statements

         Consolidated Balance Sheet -
           March 31, 2001...............................................  1

         Consolidated Statements of Operations -
           Three months and six months ended
           March 31, 2001 and 2000......................................  2

         Consolidated Statements of Changes in Stockholders' Deficit
           Six months ended March 31, 2001..............................  3

         Consolidated Statements of Cash Flows -
           Six months ended
           March 31, 2001 and 2000......................................  4

         Notes to Consolidated Financial Statements.....................5 - 9

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations..........................10 - 14

Part II - Other Information

Item 1. Legal Proceedings............................................... 15


Signatures.............................................................. 17

                                       i
<PAGE>



                 ThermaCell Technologies, Inc. and Subsidiaries

                           Consolidated Balance Sheet

                           March 31, 2001 (Unaudited)


<TABLE>

<S>                                                                                                   <C>
Assets
Current assets:
    Cash                                                                                               $     25,719
    Accounts receivable, trade, net of allowance for uncollectible accounts of $10,000                       42,005
    Prepaid expenses and other                                                                               76,600
                                                                                                       ------------
Total current assets                                                                                        144,324
                                                                                                       ------------

Property and equipment, net of accumulated depreciation                                                     659,674
                                                                                                       ------------

Other assets:
    Deposits                                                                                                 30,555
    Prepaid expenses                                                                                          3,025
    Other intangibles, net of accumulated amortization of $250,135                                          586,205
                                                                                                       ------------
Total other assets                                                                                          619,785
                                                                                                       ------------

                                                                                                       $  1,423,783
                                                                                                       ============
Liabilities and Stockholders' Deficit
Current liabilities:
    Accounts payable                                                                                   $    680,416
    Accrued expenses                                                                                        795,624
    Accrued payroll                                                                                          14,964
    Current maturities of long-term debt:
        Notes payable                                                                                       200,441
        Capital leases                                                                                      273,511
                                                                                                       ------------
Total current liabilities                                                                                 1,964,956
                                                                                                       ------------

Long-term liabilities:
    Accrued expenses                                                                                        148,061
    Notes payable, net of current maturities and discount                                                   914,797
                                                                                                       ------------
Total long-term liabilities                                                                               1,062,858
                                                                                                       ------------

Stockholders' deficit:
    Preferred stock, Series A; $.0001 par value; 5,000,000 shares authorized;  0
        shares issued and outstanding
    Preferred stock,  Series B convertible;  $1,000 stated value; 8.0% dividend;
        1,500 shares authorized; 0 shares issued and outstanding
    Common stock; $.0001 par value; 20,000,000 shares authorized; 6,147,109
        shares issued; 6,107,109 shares outstanding                                                             615
    Additional paid-in capital                                                                           11,659,041
    Common stock payable                                                                                  1,079,960
    Common stock receivable                                                                                 (72,500)
    Accumulated deficit                                                                                 (14,216,147)
    Treasury stock; 40,000 common shares                                                                    (55,000)
                                                                                                       ------------
Total stockholders' deficit                                                                              (1,604,031)
                                                                                                       ------------

                                                                                                       $  1,423,783
                                                                                                       ============

</TABLE>


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

                                       1
<PAGE>



                 ThermaCell Technologies, Inc. and Subsidiaries

                Consolidated Statements of Operations (Unaudited)




<TABLE>
<CAPTION>
                                                             Three Months Ended                       Six Months Ended
                                                                  March 31,                               March 31,
                                                      --------------------------------       ------------------------------
                                                           2001              2000                 2001              2000
                                                      ---------------------------------------------------------------------

<S>                                                   <C>                <C>                 <C>              <C>
Sales                                                 $    395,258       $     504,751       $    862,891     $   1,009,631

Cost of sales                                              281,578             435,870            727,473           875,908
                                                      ---------------------------------------------------------------------

Gross profit                                               113,680              68,881            135,418           133,723

Selling, general and administrative
    expenses                                               577,135           2,644,188            793,290         3,403,488
                                                      ---------------------------------------------------------------------

Loss from operations                                      (463,455)         (2,575,307)          (657,872)       (3,269,765)

Interest expense                                          (125,619)            (74,133)          (192,562)         (155,387)
                                                      ---------------------------------------------------------------------

Loss from continuing operations
    before income taxes                                   (589,074)         (2,649,440)          (850,434)       (3,425,152)

Income (loss) from operations of
    discontinued division                                    9,269            (727,288)            13,400          (873,634)
                                                      ---------------------------------------------------------------------

Net loss                                              $   (579,805)      $  (3,376,728)      $   (837,034)    $  (4,298,786)
                                                      =====================================================================

Earnings (loss) per share:
    Basic loss per common share from
        continuing operations                         $       (.08)      $       (1.04)      $       (.12)    $       (1.37)
    Basic income (loss) per share from
        discontinued operations                                .00                (.29)               .00              (.35)
                                                      ---------------------------------------------------------------------

Net loss per share                                    $       (.08)      $       (1.33)      $       (.12)    $       (1.72)
                                                      =====================================================================

Weighted average number of common
    shares outstanding                                   7,649,094           2,542,788          6,979,912         2,492,788
                                                      =====================================================================

</TABLE>

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

                                       2
<PAGE>



                 ThermaCell Technologies, Inc. and Subsidiaries

           Consolidated Statements of Changes in Stockholders' Deficit

                   Six Months Ended March 31, 2001 (Unaudited)

<TABLE>
<CAPTION>




                                                                       Common Stock                      Additional
                                                                 -------------------                      Paid-In
                                                                     Shares         Amount                Capital
                                                                 --------------------------------------------------

<S>                                                              <C>             <C>            <C>
Balance, September 30, 2000                                          6,147,109       $   615        $    11,659,041

Common stock paid for, not issued

Net loss for the period
                                                                 --------------------------------------------------

Balance, March 31, 2001                                              6,147,109       $   615        $    11,659,041
                                                                 ==================================================
</TABLE>

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

<PAGE>

<TABLE>
<CAPTION>

   Common             Common
    Stock              Stock                Accumulated        Treasury
   Payable          Receivable                Deficit           Stock               Total
--------------------------------------------------------------------------------------------

<S>                 <C>               <C>                  <C>              <C>
$      105,500       $    (72,500)      $   (13,379,113)     $   (55,000)     $   (1,741,457)

       974,460                                                                       974,460

                                               (837,034)                            (837,034)
--------------------------------------------------------------------------------------------

$    1,079,960      $     (72,500)      $   (14,216,147)     $   (55,000)     $   (1,604,031)
============================================================================================
</TABLE>


                                       3
<PAGE>

<TABLE>
<CAPTION>


                 ThermaCell Technologies, Inc. and Subsidiaries

                Consolidated Statements of Cash Flows (Unaudited)


                                                                                            Six Months Ended
                                                                                                March 31,
                                                                                   --------------------------------
                                                                                         2001               2000
                                                                                   --------------------------------
<S>                                                                               <C>               <C>
Operating activities
    Net loss                                                                       $   (837,034)     $   (4,298,786)
                                                                                   --------------------------------
    Adjustments to reconcile net loss to net cash
        used by operating activities:
           Depreciation and amortization                                                 91,468             191,822
           Interest and penalties on note conversion                                    200,203
           Amortization of discount on notes payable                                    116,371
           Decrease in:
               Accounts receivable                                                       83,671              21,852
               Inventory                                                                                    161,577
               Officer advance                                                            6,900              89,415
               Prepaid and other assets                                                  38,300             174,561
               Write-off of goodwill                                                                      1,115,826
               Loss on closure of division                                                                  912,347
           Increase (decrease) in:
               Accounts payable                                                        (133,739)           (112,120)
               Accrued expenses                                                         171,843             598,597
               Common stock issued for services                                                             797,979
                                                                                   --------------------------------
    Total adjustments                                                                   575,017           3,951,856
                                                                                   --------------------------------
    Net cash used by operating activities                                              (262,017)           (346,930)
                                                                                   --------------------------------

Investing activities
    Purchase of property and equipment                                                  (15,161)           (135,258)
    Acquisitions                                                                                           (215,000)
    Disbursement of cash in trust account                                                27,500
                                                                                   --------------------------------
    Net cash provided (used) by investing activities                                     12,339            (350,258)
                                                                                   --------------------------------

Financing activities
    Proceeds from issuance of notes payable                                             169,481             232,771
    Proceeds from common stock subscription                                             107,127              20,000
    Principal payments on capital leases and notes payable                              (14,090)            (57,960)
    Proceeds from payments on stockholder loan                                                              303,269
    Common stock issued for acquisitions                                                                    165,000
                                                                                   --------------------------------
    Net cash provided by financing activities                                           262,518             663,080
                                                                                   --------------------------------

Net increase (decrease) in cash                                                          12,840             (34,108)

Cash at beginning of period                                                              12,879              60,173
                                                                                   --------------------------------

Cash at end of period                                                              $     25,719      $       26,065
                                                                                   ================================
</TABLE>

Supplemental disclosure of cash flow information:

    During the period ended March 31, 2001,  the Company  converted  $566,667 of
    notes payable, plus accrued interest and penalties, into 6,883,595 shares of
    common stock that had not been issued as of March 31, 2001.

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

                                       4
<PAGE>

                 ThermaCell Technologies, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

              Six Months Ended March 31, 2001 and 2000 (Unaudited)


1.      Consolidated Financial Statements

In the  opinion  of  management,  all  adjustments  consisting  only  of  normal
recurring  adjustments  necessary  for a fair  statement  of (a) the  results of
operations  for the six months ended March 31, 2001 and 2000,  (b) the financial
position at March 31, 2001,  and (c) cash flows for the six-month  periods ended
March 31, 2001 and 2000, have been made.

The  unaudited  consolidated  financial  statements  and notes are  presented as
permitted by Form10-QSB.  Accordingly,  certain information and note disclosures
normally included in consolidated  financial  statements  prepared in accordance
with accounting  principles  generally  accepted in the United States of America
have been omitted. The accompanying  consolidated financial statements and notes
of ThermaCell Technologies, Inc. and Subsidiaries (the "Company") should be read
in conjunction with the audited  consolidated  financial statements and notes of
the  Company  for the fiscal  year ended  September  30,  2000.  The  results of
operations  for the three- and  six-month  period  ended  March 31, 2001 are not
necessarily indicative of those to be expected for the entire year.

The  accompanying  consolidated  financial  statements  include the  accounts of
ThermaCell Technologies, Inc. and its subsidiaries, Atlas Chemical Co. ("Atlas")
and T-Coast Pavers  ("T-Coast"),  after  elimination of material,  inter-company
accounts, and transactions.

Certain  minor  reclassifications  have  been  made  to  the  2000  consolidated
financial statements to conform to the classifications used in 2001.


2.      Going Concern

The accompanying consolidated financial statements have been prepared on a going
concern basis that  contemplates the realization of assets and  liabilities.  In
the ordinary course of business,  operating  losses have been incurred each year
since   inception,   resulting  in  an  accumulated   deficit  of  approximately
$14,216,000 and negative working capital of approximately $1,821,000 as of March
31,  2001,  and  total  liabilities  exceeding  total  assets  by  approximately
$1,604,000  as of March 31, 2001. In addition,  the Company has certain  default
judgments  against it.  Currently,  management is soliciting  additional  equity
investors to fund these losses.  However,  these  conditions  raise  substantial
doubt  about  the  Company's  ability  to  continue  as  a  going  concern.  The
consolidated  financial statements of the Company do not include any adjustments
relating to the  recoverability  and classification of recorded asset amounts or
the amounts and classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.


                                       5
<PAGE>

                 ThermaCell Technologies, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

              Six Months Ended March 31, 2001 and 2000 (Unaudited)




2.      Going Concern (continued)

In  addition,  the  Company is  involved  in several  lawsuits  for  outstanding
obligations  from vendors,  leasing  companies,  and certain  professionals  for
services  provided.  There are default judgements that have been granted because
the Company has not had the financial  resources to appropriately  defend itself
as representation was declined or withdrawn. It is uncertain whether the Company
will be able to pay these  obligations  in the future.  Due to the financial and
legal problems the Company is  experiencing,  the Board of Directors has decided
to file for protection under Chapter 11 of the U.S. Bankruptcy Code. This filing
occurred during November 2001. The Company has arranged for debtor-in-possession
financing with its largest stockholder. The Company's intent is to submit a plan
of reorganization  that requests  creditors to accept its shares and to have the
debtor-in-possession  funding source also accept the Company's shares as part of
this reorganization.  Current stockholders will be substantially  diluted if the
reorganization plan is confirmed. There is no assurance that the Company's plans
to  reorganize  will be successful  or approved.  Management  believes the shell
technology  is viable and that there are  substantial  markets for its products.
The organization proceedings,  if successful,  will help the Company achieve its
objectives and retain some stockholder value.


3.      Change in Control of Company

During the period  ended March 31,  2001,  Augustine  Capital  Fund,  L.C.  (the
"Augustine Fund") elected to convert $566,667 of the Company's convertible notes
payable into 6,883,595 shares of common stock, which is recorded as common stock
payable  in  the  consolidated  financial  statements.   As  a  result  of  this
conversion,  the  Augustine  Fund is in a position to control the affairs of the
Company as the issuance of these shares  represents  more than 50 percent voting
control of the Company's common stock.


4.      Segment Information

The Company operates in two primary business  segments that are identified based
on products and services.

The Company, through its wholly owned subsidiary, T-Coast, installs brick pavers
in driveways and sidewalks.


                                       6
<PAGE>



                 ThermaCell Technologies, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

              Six Months Ended March 31, 2001 and 2000 (Unaudited)




4.      Segment Information (continued)

The  Company,  through its wholly  owned  subsidiary,  Atlas,  manufactures  and
distributes paints and coatings.  The paint division was discontinued during the
year ended September 30, 2000.

The Company is preparing to manufacture  and sell  microscopic  evacuated  glass
spheres  (microcells)  in the current fiscal year.  During the current year, the
Company incurred  expenses in perfecting the  manufacturing  process.  Corporate
general and administrative  expenses are included in this division. This segment
is identified as ThermaCell Technologies.

The following table presents  information about the results of operations of the
Company's business segments for the six months ended March 31, 2001:

<TABLE>
<CAPTION>

                                                             Paint     ThermaCell         Paver
                                                          Division    Technologies     Division  Consolidated
                                                       ------------------------------------------------------

<S>                                                    <C>            <C>          <C>          <C>
    Sales                                                                             $862,891     $ 862,891

    Less cost of sales                                                                 727,473       727,473
                                                       -------------------------------------------------------

    Gross profit                                                                       135,418       135,418

    Selling, general and administrative                                $ 620,738       172,552       793,290
                                                       -------------------------------------------------------

    Loss from operations                                                (620,738)      (37,134)     (657,872)

    Other expenses:
        Interest expense                                                (188,183)       (4,379)     (192,562)
                                                       -------------------------------------------------------

    Loss from continuing operations
        before income taxes                                             (808,921)      (41,513)     (850,434)

    Income from discontinued operations                 $ 13,400                                      13,400
                                                       -------------------------------------------------------

    Net income (loss)                                   $ 13,400       $(808,921)     $(41,513)    $(837,034)
                                                       =======================================================

</TABLE>

The following table presents  information about the results of operations of the
Company's business segments for the six months ended March 31, 2000:

<TABLE>
<CAPTION>

                                                Paint          ThermaCell         Paver
                                              Division       Technologies       Division      Consolidated
                                              ------------------------------------------------------------

<S>                                           <C>           <C>              <C>              <C>
        Sales                                                $    40,000      $ 969,631        $ 1,009,631

        Less cost of sales                                        24,437        851,471            875,908
                                             -------------------------------------------------------------

        Gross profit                                              15,563        118,160            133,723

</TABLE>

                                       7
<PAGE>

                 ThermaCell Technologies, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

              Six Months Ended March 31, 2001 and 2000 (Unaudited)




4.      Segment Information (continued)

<TABLE>
<CAPTION>

                                                Paint          ThermaCell         Paver
                                              Division       Technologies       Division      Consolidated
                                              ------------------------------------------------------------

<S>                                          <C>            <C>             <C>            <C>
        Selling, general and administrative
           expenses                                            3,261,212        142,276          3,403,488
                                             -------------------------------------------------------------

        Loss from operations                                  (3,245,649)       (24,116)        (3,269,765)

        Other expenses:
           Interest expense                                     (149,388)        (5,999)          (155,387)
                                             -------------------------------------------------------------

        Loss from continuing operations
           before income taxes                                (3,395,037)       (30,115)        (3,425,152)

        Loss from discontinued operations    $ (873,634)                                          (873,634)
                                             -------------------------------------------------------------

        Net loss                             $ (873,634)     $(3,395,037)       $(30,115)      $(4,298,786)
                                             =============================================================
</TABLE>


5.      Discontinued Operations

The Company adopted a plan to abandon or dispose of 100 percent of the assets of
its paint division  during the year ended September 30, 2000.  Accordingly,  the
results of  operations  of the paint  division  for the  periods  presented  are
reported  as a  component  of  discontinued  operations,  with  the  prior  year
reclassified in the consolidated statements of operations. The estimated loss on
the disposal of discontinued operations of approximately $2,900,000 was recorded
during the year ended  September 30, 2000 and  represents  the estimated loss on
the  disposition of the segment assets and operations  through the disposal date
of November 24, 2000.

Summarized results of the paint division are as follows:

<TABLE>
<CAPTION>

                                                                                2001              2000
                                                                           -------------------------------
<S>                                                                        <C>               <C>
        Net sales                                                          $   156,856       $   1,467,070
                                                                           ===============================
        Operating income (loss)                                            $    13,400       $    (873,634)
                                                                           ===============================
        Income (loss) from discontinued operations                         $    13,400       $    (873,634)
                                                                           ===============================
</TABLE>

The  remaining  assets  and  liabilities  of the paint  division  consist of the
following in the March 31, 2001 consolidated balance sheet:

        Current assets                                            $      3,259
        Current liabilities                                           (504,685)
                                                                   ------------
        Net liabilities of discontinued operations                $   (501,426)
                                                                   ============

                                       8
<PAGE>


                 ThermaCell Technologies, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

              Six Months Ended March 31, 2001 and 2000 (Unaudited)




6.      New Accounting Pronouncements

In July 2001,  the  Financial  Accounting  Standards  Board issued SFAS No. 141,
"Business  Combinations,"  and SFAS No.  142,  "Goodwill  and  Other  Intangible
Assets."  SFAS No. 141 requires  that the purchase  method of accounting be used
for  all  business  combinations  initiated  after  June  30,  2001.  Use of the
pooling-of-interests  method  will be  prohibited.  SFAS  No.  142  changes  the
accounting  for  goodwill  from an  amortization  method  to an  impairment-only
approach.  Thus,  amortization of goodwill,  including goodwill recorded in past
business  combinations,  will  cease upon  adoption  of SFAS No.  142,  which is
effective for the Company on January 1, 2002.  The Company has not evaluated the
effect,  if any,  that the  adoption of SFAS No. 142 will have on the  Company's
consolidated financial statements.


7.      Subsequent Event

The  Company  entered  into a  Stock  Purchase  Termination  Agreement  that  is
effective as of April 1, 2001, which unwinds the purchase of T-Coast. Under this
agreement,  T-Coast  returned  300,000  shares to the  Company  and the  parties
entered into mutual general  releases.  Maurice  Malacarne,  the  stockholder of
T-Coast, agreed to resign from the Company's Board of Directors.

The following table presents  information about the results of operations of the
Company's  business  segments  for the six months ended March 31, 2001 and 2000,
respectively, as if the unwinding of T-Coast occurred at October 1, 2001:

<TABLE>
<CAPTION>

                                          Consolidated                             2001             2000
        ---------------------------------------------------                  -----------------------------
<S>                                                                          <C>              <C>
        Sales                                                                $         0      $     40,000
        Less cost of sales                                                             0            24,437
                                                                             -----------------------------
        Gross profit                                                                   0            15,563
        Selling, general and administrative                                      620,738         3,261,212
                                                                             -----------------------------
        Loss from operations                                                    (620,738)       (3,245,649)
        Other expenses:
           Interest expense                                                     (188,183)         (149,388)
                                                                             -----------------------------
        Loss from continuing operations  before income taxes                    (808,921)       (3,395,037)
        Income from discontinued operations                                       13,400          (873,634)
                                                                             -----------------------------
        Net loss                                                             $  (795,521)     $ (4,268,671)
                                                                             =============================
</TABLE>

                                       9
<PAGE>


                 THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES

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

The  statements  contained  in this Report on Form  10-QSB,  that are not purely
historical, are forward-looking information and statements within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange  Act  of  1934.  These  include  statements   regarding  the  Company's
expectations,   intentions,   or  strategies   regarding  future  matters.   All
forward-looking  statements  included in this document are based on  information
available  to the Company on the date  hereof.  It is important to note that the
Company's  actual results could differ  materially  from those projected in such
forward-looking  statements  contained in this Form 10-QSB. The  forward-looking
statements  contained  here in are based on current  expectations  that  involve
numerous risks and uncertainties.  Assumptions relating to the foregoing involve
judgments  regarding,  among  other  things,  the  Company's  ability  to secure
financing  or  investment  for  capital   expenditures,   future   economic  and
competitive market conditions,  and future business decisions. All these matters
are  difficult  or  impossible  to predict  accurately  and many of which may be
beyond the  control of the  Company.  Although  the  Company  believes  that the
assumptions underlying its 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 form 10-QSB will prove to be
accurate.


GENERAL

We were  incorporated  in Florida in August 1993, for the purpose of developing,
manufacturing,  and marketing  insulating materials and coatings using partially
evacuated glass microspheres (sometimes referred to as "shells"). The process of
evacuation  removes air and other  gases from the sphere and  thereby  creates a
vacuum.  A shell is a very small glass sphere  (generally the size of a grain of
salt) made by crushing  glass  particles.  The  insertion of shells into various
materials  and  products  ("shell  technology")  can  substantially  improve the
thermal resistive  characteristics  of such materials and products  resulting in
improved insulation ("R") values. The more a shell is evacuated,  the higher the
thermal resistive characteristics of the product or material to which the shells
are added.

Our  management  believes  that  there  is a broad  range  of  applications  for
introduction in products of evacuated or partially  evacuated shells, the effect
of which is improved energy  efficiency of such products because of the inherent
insulating  characteristics  provided by the glass  spheres.  Our strategy is to
commercially  exploit the use of its shell  technology to improve the "R" values
of a number of products.  In fiscal  three-month  period 1995,  we completed the
development  of our first  product  line that  consisted  of paints and coatings
containing  shells  in  order  to  reduce  heat  transmission  and  improve  the
insulation  values  of the  products.  The  products  were  marketed  under  the
ThermaCool(TM)  label.  There have been little sales  activities to promote this
product since its introduction due to financial limitations.

On November 30, 1995, we acquired the assets of C.F.  Darling Paint & Chemicals,
Inc.,  a paint  manufacturing  company,  located  in New  Port  Richey,  Florida
("Darling Paint") for  approximately  $250,000 in cash. We also assumed the real
estate lease for the Darling Paint  facility and acquired those assets to have a
facility to produce  and  develop  paints and  coatings  for its  ThermaCool(TM)
product line which incorporates its shell technology. Prior to this acquisition,
we  purchased   paints  and  coatings   from   independent   paint  and  coating
manufacturers.

On March 19, 1997,  we  successfully  completed a public  offering for 1,375,000
Units, with each Unit consisting of one share of Common Stock, $.0001 par value,
and one Series A Redeemable Common Stock Purchase  Warrant,  at a price of $4.00
per Unit. In addition,  the underwriter  exercised its  over-allotment  purchase
option and  purchased  206,250  additional  Units at the initial per Unit public
offering price, less the underwriting discounts and commissions.

On July 28, 1997, we acquired all the  outstanding  common  stock,  representing
100%  ownership of Atlas  Chemical Co., a paint  manufacturer  and  distributor,
located in Miami,  Florida. The Company acquired this firm so that it would have
a larger manufacturing facility to both expand production of paints and coatings
and to obtain an established  marketing and distribution  channel which included
major accounts such as Ace Hardware, Lowes, and others. This facility was closed
on November 24, 2000 because of the lack of funds to maintain the operation. All
personnel were terminated on that date.

                                       10
<PAGE>


We acquired T-Coast Pavers/Sealco  Systems, Inc. on December 1, 1998 for 300,000
shares of its common stock, then valued at $300,000 and an employment  agreement
with its founder and key  executive  for the  payment of an  additional  300,000
shares  over the  three  three-month  period  employment  period.  This  company
provides paver  installation and driveway sealant and coating services primarily
to  contractors  in Southeast  Florida.  We have  entered into a Stock  Purchase
Termination  Agreement,  which is  effective  April 1, 2001,  which  unwinds the
purchase of this company. Under this agreement,  the 300,000 shares are returned
to us and the parties entered into mutual general releases.  Maurice  Malacarne,
the shareholder of T-Coast Pavers/Sealco Systems, Inc. agreed to resign from our
board of directors.

On December 1, 1998, we acquired American Paints, Inc., a Pompano Beach, Florida
paint  manufacturer and distributor for 572,000 common shares.  American Paints'
operations were consolidated into the Company's Atlas manufacturing  facility to
reduce duplicate costs in April 2000.

Our management's  long-term business strategy is to (i) expand the marketing and
distribution of ThermaCool(TM)  paints and coatings (ii) develop and manufacture
the  Company's  own  shells  and  (iii)  expand  the shell  technology  to other
products,  such as drywall,  gypsum board,  home siding materials and space foam
insulation.  Other  markets in which the  Company  may  utilize  its  technology
include  refrigeration  and  cooling  systems,   automotive  and  transportation
applications and cups and thermoses. There is no assurance that the Company will
continue to be  successful  in  penetrating  the market with its  ThermaCool(TM)
product  line,  developing  commercially  viable  manufacturing  techniques,  or
addressing other markets.

The Company  was a  developmental  stage  enterprise  during its  initial  three
three-month  periods of operation  for the fiscal  three-month  periods  through
December 31, 1997. During this development stage period,  management devoted the
majority of its efforts to research and  development,  financing,  marketing and
activities  related to starting up  production  of its  proprietary  technology.
These  activities were funded by investments  from  stockholders  and borrowings
from unrelated third parties.  Since fiscal three-month period 1998, the Company
has been an operating stage enterprise based upon the several  acquisitions that
were completed. With acquisitions,  particularly Atlas Chemical, we evolved from
the  development  stage  to an  operating  enterprise  whose  principal  line of
business was the sale of paints and coatings within the paint industry. With the
closing of Atlas  Chemical  during  November  2000, the Company is not presently
manufacturing  any  paint  or  coating  products.   Furthermore,  the  Company's
ThermaCool(TM) coating is not presently being manufactured.

We have not been able to generate  sufficient sales during our operating history
to fund our ongoing  operating  expenses or our continuing  product  development
activities.  The  successful  IPO completed in March 1997 allowed the Company to
repay its then outstanding  indebtedness and provided working capital. In fiscal
three-month  period 1994,  the Company  completed the  development  of its first
product line. The Company has sustained  significant  operating losses since its
inception resulting in an accumulated deficit of $14,216,147 at March 31, 2001.

Management's   restructuring   strategy  of  developing  a  commercially  viable
manufacturing  process for  microshells and expansion into markets for its shell
technology  may result in the  Company  incurring  additional  losses due to the
costs  associated  with these  strategies.  The Company  expects to incur losses
until it is able to increase its sales,  expand its product lines,  and increase
its  distribution  capabilities to a sufficient  revenue level to offset ongoing
operating and expansion costs.

Management's  previous strategies of expanding the ThermaCool(TM)  product line,
developing a commercially viable manufacturing process for shells, and expansion
into new markets for its shell  technology  would have  resulted in  substantial
additional losses due to the costs associated with these strategies.

Due to the  financial  and  legal  problems  we are  experiencing,  our board of
directors  has  decided  to file for  protection  under  Chapter  11 of the U.S.
Bankruptcy  Code.  This filing  occurred in November  2001. We have arranged for
debtor-in-possession  financing with our largest  shareholder.  Our intent is to
submit a plan of reorganization, which requests creditors to accept our shares

                                       11
<PAGE>

and to have the  debtor-in-possession  funding  source also accept our shares as
part of this reorganization.  Current shareholders will be substantially diluted
if the  reorganization  plan is  confirmed.  There is no assurance  our plans to
reorganize  will be successful or approved.  Management  believes that the shell
technology  is viable and that there are  substantial  markets for its products.
The organization  proceedings,  if successful,  will help ThermaCell achieve its
objectives and retain some shareholder value.

RESULTS OF OPERATIONS

FOR THE  THREE-MONTH  PERIOD  ENDED MARCH 31, 2001  COMPARED TO THE  THREE-MONTH
PERIOD ENDED MARCH 31, 2000

Sales

Total sales for the  three-month  period  ended March 31,  2001,  were  $395,258
compared to $504,751 for the same period  ending in 2000,  which  represented  a
decrease of $109,493,  or 22%. This decrease was a result of our limited capital
to expand and  properly  fund our  Sealco/T-Coast  Pavers  operation.  Our Paver
segment  represented  the majority of our sales during the  three-month  periods
ended March 31, 2001 and 2000.

Cost of Sales

Cost of sales  for the  three-month  period  ended  March  31,  2001,  decreased
$154,292 or 35% to $281,578  from  $435,870 in the same period of 2000.  Cost of
sales as a percentage of sales decreased to 71% from 86% for three-month  period
2001 as compared  to 2000.  This  decrease is  attributed  to  obtaining  higher
margined contracts while maintaining a lower cost of sales in our Sealco/T-Coast
Pavers operation during the recent three-month period.  Consequently,  the gross
profit  margin  increased  to 29% for  three-month  period 2001 from 14% for the
prior three-month period. Our Paver segment represented the majority of our cost
of sales during the three-month periods ended March 31, 2001 and 2000.

Selling, General and Administrative Expenses

For the three-month  period ended March 31, 2001,  total selling,  general,  and
administrative  expenses  were  $577,135  as  compared  to  $2,644,188  for  the
three-month  period ended March 31, 2000, a decrease of  $2,067,053 or 78%. This
decrease is  primarily  related to  consulting  fees paid with our common  stock
during the three-month period ended March 31, 2000.

Interest Expense

Interest expense, net of interest income,  increased 69%, or $51,486 to $125,619
for the  three-month  period  ended March 31, 2001 from  $74,133 in the previous
three-month period ended March 31, 2000. This increase is the result of interest
expense and penalties incurred on our convertible debentures.

Loss on Discontinued Operations

During  three-month period ended December 31, 2000, the company closed its Atlas
Chemicals  operation in Miami,  Florida because of the lack of working  capital.
This  closing  resulted in a charge of  $2,848,852  during the fiscal year ended
September  30, 2000.  During the  three-month  period  ended March 31, 2001,  we
generated  income,  net of all  expenses,  from this  discontinued  division  of
$9,269.

Net Loss

The net loss and the net loss per share was $579,805 and $0.08 respectively, for
the  three-month  period ended March 31, 2001, as compared to a net loss and net
loss per share of $3,376,728 and $1.33, respectively, for the three-month period
ending  March 31,  2000.  The  decrease in loss is, in part,  attributed  to the
Company's  lower level of selling,  general  and  administrative  costs over the

                                       12
<PAGE>

prior three-month period and the charge for discontinued operations in the prior
three-month  period with no similar charge in the current period.  On a weighted
average basis,  there were 7,649,094 shares  outstanding for three-month  period
ending  March  31,  2001  as  compared  to  2,542,788  shares   outstanding  for
three-month period ended March 31, 2000.

FOR THE SIX-MONTH  PERIOD ENDED MARCH 31, 2001 COMPARED TO THE SIX-MONTH  PERIOD
ENDED MARCH 31, 2000

Sales

Total  sales for the  six-month  period  ended  March 31,  2001,  were  $862,891
compared to $1,009,631 for the same period ending in 2000,  which  represented a
decrease of $146,740,  or 15%. This decrease was a result of our limited capital
to expand and  properly  fund our  Sealco/T-Coast  Pavers  operation.  Our Paver
segment represented the majority of our sales during the six-month periods ended
March 31, 2001 and 2000.

Cost of Sales

Cost of sales for the six-month period ended March 31, 2001,  decreased $148,435
or 17% to $727,473 from $875,908 in the same period of 2000.  Cost of sales as a
percentage  of sales  decreased  to 84% from 87% for  six-month  period  2001 as
compared to 2000.  This  decrease is  attributed  to obtaining  higher  margined
contracts while maintaining a lower cost of sales in our  Sealco/T-Coast  Pavers
operation during the recent  six-month  period.  Consequently,  the gross profit
margin  increased  to 16% for  six-month  period  2001  from  13% for the  prior
six-month  period.  Our Paver  segment  represented  the majority of our cost of
sales during the six-month periods ended March 31, 2001 and 2000.

Selling, General and Administrative Expenses

For the  six-month  period ended March 31, 2001,  total  selling,  general,  and
administrative  expenses  were  $793,290  as  compared  to  $3,403,488  for  the
six-month  period ended March 31, 2000, a decrease of  $2,610,198  or 77%.  This
decrease is  primarily  related to  consulting  fees paid with our common  stock
during the six month period ended March 31, 2000.  Our  ThermaCell  Technologies
segment represented selling,  general,  and administrative  expenses of $620,738
and $3,261,212 during the six-month  periods ended 2001 and 2000,  respectively.
Our Paver segment represented selling,  general, and administrative  expenses of
$172,552  and  $142,276  during  the  six-month  periods  ended  2001 and  2000,
respectively.

Interest Expense

Interest expense, net of interest income,  increased 24%, or $37,175 to $192,562
for the  six-month  period  ended March 31, 2001 from  $155,387 in the  previous
six-month  period ended March 31, 2000.  This increase is the result of interest
expense and penalties incurred on our convertible debentures.

Loss on Discontinued Operations

During  six-month  period ended  December 31, 2000, the company closed its Atlas
Chemicals  operation in Miami,  Florida because of the lack of working  capital.
This  closing  resulted in a charge of  $2,848,852  during the fiscal year ended
September  30,  2000.  During the  six-month  period  ended March 31,  2001,  we
generated  income,  net of all  expenses,  from this  discontinued  division  of
$13,400.

Net Loss

The net loss and the net loss per share was $837,034 and $0.12 respectively, for
the  six-month  period ended March 31,  2001,  as compared to a net loss and net
loss per share of $4,298,786 and $1.72,  respectively,  for the six-month period
ending  March 31,  2000.  The  decrease in loss is, in part,  attributed  to the
Company's  lower level of selling,  general  and  administrative  costs over the
prior six-month period and the charge for  discontinued  operations in the prior


                                       13
<PAGE>

six-month  period with no similar  charge in the current  period.  On a weighted
average basis,  there were 6,979,912  shares  outstanding  for six-month  period
ending March 31, 2001 as compared to 2,492,788 shares  outstanding for six-month
period ended March 31, 2000. Our ThermaCell  Technologies  segment represented a
net loss of $808,921 and $3,395,037  during the six-month periods ended 2001 and
2000,  respectively.  Our Paver  segment  represented  a net loss of $41,513 and
$30,115 during the six-month periods ended 2001 and 2000, respectively.


LIQUIDITY AND CAPITAL RESOURCES

To date,  the  Company  has funded its  capital  requirements  and its  business
operations,  including product development activities with funds provided by the
sale of its securities and from borrowings.  During six-month period ended March
31, 2001,  the Company  received  $276,608 from various  investors.  During this
period,  only limited other  capital,  as discussed  below,  was received by the
company to conduct its  operations.  Consequently,  without the  availability of
adequate  funding the company  was forced to close some of its  operations  that
included  consolidating  the American Paints business into the Miami location of
Atlas Chemical, and thereafter the Atlas operation itself.

During the fiscal  year ended  September  30,  2000,  the Company  arranged  the
placement  of an  additional  $315,000  from  the  holder  of the 9%  Redeemable
Convertible  Promissory  notes  that  provided  financing  in fiscal  year ended
September  30,  1999.  In that  financing,  the Company  issued two  warrants to
purchase  50,000 shares each of the  Company's  common stock at $2.00 per share.
This  placement  was  discounted  from face  value  with the  Company  receiving
approximately $900,000 after placement costs and expenses. Those funds were used
for the relocation of its corporate offices to Daytona,  Florida,  establishment
of its microsphere  manufacturing  facility at that location,  and to supplement
its working capital.

During March 2001,  conversion  of  $566,667,  a portion of the debt held by the
Augustine  Fund,  who holds all remaining  convertible  debt was completed  into
6,883,595  shares of common stock which  represents more than 50% voting control
of the  outstanding  common  stock of the  company.  With this  conversion,  the
principals of Augustine  Capital are in a position to control the affairs of the
company.  Augustine  Capital  has  agreed,  subject  to certain  additional  due
diligence, to provide additional capital to the company.

The Company continues to experience  operating losses. The Company's net working
capital and stockholders' deficit are $1,820,632 and $1,604,031 respectively, at
March 31, 2001. The Company has not historically  generated  sufficient revenues
from operations to self-fund its capital requirements. Management is focusing on
raising  additional capital to fund it present  development.  Management expects
that it will be able to arrange for additional  financial  resources to properly
execute its strategic  plan although no assurances  can be given that it will be
successful in such endeavors.  If it is not successful in this endeavor, then it
will  choices  will be limited.  The Company  does not have  sufficient  working
capital to meet its immediate needs.

Due to the  financial  and  legal  problems  we are  experiencing,  our board of
directors  has  decided  to file for  protection  under  Chapter  11 of the U.S.
Bankruptcy  Code.  This filing  occurred in November  2001. We have arranged for
debtor-in-possession  financing with our largest  shareholder.  Our intent is to
submit a plan of  reorganization,  which requests creditors to accept our shares
and to have the  debtor-in-possession  funding  source also accept our shares as
part of this reorganization.  Current shareholders will be substantially diluted
if the  reorganization  plan is  confirmed.  There is no assurance  our plans to
reorganize  will be successful or approved.  Management  believes that the shell
technology  is viable and that there are  substantial  markets for its products.
The organization  proceedings,  if successful,  will help ThermaCell achieve its
objectives and retain some shareholder value.


                                       14

<PAGE>

SEASONALITY AND FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

The  Company  believes it will  experience  some,  but not a material  change in
seasonal demand for its products and services in the paver business.

INFLATION

Inflation  has not  proven to be a factor in the  Company's  business  since its
inception  and is not  expected  to  have a  material  impact  on the  Company's
business in the foreseeable future.

NEW ACCOUNTING PRONOUNCEMENTS

In July 2001,  the  Financial  Accounting  Standards  Board issued SFAS No. 141,
"Business  Combinations",  and SFAS No.  142,  "Goodwill  and  Other  Intangible
Assets."  SFAS No. 141 requires  that the purchase  method of accounting be used
for  all  business  combinations  initiated  after  June  30,  2001.  Use of the
pooling-of-interests  method  will be  prohibited.  SFAS  No.  142  changes  the
accounting  for  goodwill  from an  amortization  method  to an  impairment-only
approach.  Thus,  amortization of goodwill,  including goodwill recorded in past
business  combinations,  will  cease upon  adoption  of SFAS No.  142,  which is
effective for the Company on January 1, 2002.  The Company has not evaluated the
effect,  if any,  that the  adoption of SFAS No. 142 will have on the  Company's
consolidated financial statements.

NO REVIEW

The consolidated  financial statements for the three months and six months ended
March 31, 2000 are not reviewed by an independent auditor.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.
        -----------------

The  Company is subject to a number of  lawsuits  and claims  arising out of the
conduct of its business.  Management  believes  that the probable  resolution of
such matters may materially affect the financial position, results of operations
or cash flows of the Company.

On October 4, 2000, a judgment was rendered by the United States  District Court
Middle  District  of Florida in a trial  regarding  claims  made by Mr.  Russell
Haraburda and Eden Group,  Inc.  against John  Pidorenko,  the Company's  former
president,  and the Company for monies  purportedly due for arranging  financing
for the Company prior to its IPO in March of 1997.  The judgment  concluded that
no  monies or other  consideration  was due Mr.  Haraburda  or Eden  Group.  The
Company's  claims  regarding two promissory  notes of the Eden Group,  Inc., Mr.
Haraburda's  firm, that are unpaid were also denied.  Subsequently,  Mr. Russell
Haraburda and Eden Group,  Inc.  appealed the decision to the United State Court
of Appeals for the  Eleventh  Circuit.  The company  also  appealed the decision
regarding the  obligations of Eden Group,  Inc. under the promissory  notes.  No
decision has been rendered as of the date of this filing.

Due to the  financial  and  legal  problems  we are  experiencing,  our board of
directors  has  decided  to file for  protection  under  Chapter  11 of the U.S.
Bankruptcy  Code.  This filing  occurred in November  2001. We have arranged for
debtor-in-possession  financing with our largest  shareholder.  Our intent is to
submit a plan of  reorganization,  which requests creditors to accept our shares
and to have the  debtor-in-possession  funding  source also accept our shares as
part of this reorganization.  Current shareholders will be substantially diluted
if the  reorganization  plan is  confirmed.  There is no assurance  our plans to
reorganize  will be successful or approved.  Management  believes that the shell
technology  is viable and that there are  substantial  markets for its products.
The organization  proceedings,  if successful,  will help ThermaCell achieve its
objectives and retain some shareholder value.


                                       15
<PAGE>


Item 5. Other Information
        -----------------

Our common stock and warrants were listed and traded on NASDAQ under the symbols
VCLL and VCLLW,  respectively,  until  February 23, 2000 at which time they were
de-listed for  non-compliance.  Subsequently,  our securities were listed on the
NASD  BB:OTC  until  February  23,  2001 at which  time  they were  removed  and
thereafter listed in the Pink Sheets.


Item 6. Exhibits and reports on Form 8k
        -------------------------------

          Exhibit 10.1

          Stock  Purchase  Termination   Agreement,   by  and  among  Thermacell
          Technologies,  Inc. and Maurice Malacarne,  Judy Malacarne and T-Coast
          Pavers/Sealco Systems, Inc.

                                       16
<PAGE>

SIGNATURES

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


                                              ThermaCell Technologies, Inc.


Dated: 11/19/2001
                                              /s/ James Hagarman
                                              ------------------
                                              James Hagarman
                                              President


                                       17