<PAGE>

                          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 May 31, 1997

      [ ]  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.)

                            5419 Provost Dr., Holiday, FL 34690
                          (Address of Principal Executive Offices)

                                       (813) 938-3269
                                (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  X   No
    ---    ---
      The number of shares outstanding of the Issuer's Common Stock,  $.0001 Par
Value, as of July 1, 1997 was 2,859,551.

      Transitional Small Business Disclosure Format:

Yes     No  X
    ---    ---
<PAGE>

                               THERMACELL TECHNOLOGIES, INC.


                                           Index



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

Item 1.     Financial Statements

      Balance Sheets -
        November 30, 1996 and May 31, 1997...........................     1 - 2

      Statements of Loss -
        Three months ended and six months ended May 31, 1996 and 1997.    3

      Statements of Changes in Stockholders' Equity -
        Three months ended and six months ended May 31, 1997..........    4

      Statements of Cash Flows -
        Six months ended May 31, 1996 and 1997........................    5

      Notes to financial statements...................................    6

Item 2.     Management's Discussion and Analysis of Financial
             Condition and Results of Operations......................    7 - 11

Part II - Other Information
---------------------------

Item 1. Legal Proceedings.............................................    11

Item 5. Other Information.............................................    11

Item 6. Exhibits and Reports on Form 8-K..............................    11



        Signatures....................................................    11

Exhibit 11............................................................    12


                                       i
<PAGE>

                     THERMACELL TECHNOLOGIES, INC.

                             BALANCE SHEETS

                                 ASSETS

                                                         May 31,    November 30,
                                                          1997         1996
                                                       ------------ -----------
                                                       (Unaudited)

CURRENT ASSETS
   Cash                                               $   2,255,615 $     3,512
   Notes receivable                                          75,000     213,750
   Accounts receivable
    Trade,net of allowance for uncollectible accounts
     of $8,443 for 1997 and $21,000 for 1996                136,948      64,006
    Officers                                                684,154       4,637
    Other                                                    13,640       6,000
                                                        ------------ -----------
                                                            834,742      74,643
                                                        ------------ -----------

   Inventories                                              129,441     150,872
   Prepaid expenses and other                                12,484      14,018
                                                        ------------ -----------

       TOTAL CURRENT ASSETS                               3,307,282     456,795
                                                        ------------ -----------

PROPERTY AND EQUIPMENT                                      335,253     322,979
   Less: accumulated depreciation                           (64,544)    (41,060)
                                                        ------------ -----------
                                                            270,709     281,919
                                                        ------------ -----------

OTHER ASSETS
   Restricted cash                                                       15,000
   Deferred offering costs                                              297,648
   Deferred income tax benefit, net                         447,751     337,350
   Goodwill and other intangibles, net                      160,540     148,561
                                                        ------------ -----------
                                                            608,291     798,559
                                                        ------------ -----------










                                                      $   4,186,282 $ 1,537,273
                                                        ============ ===========

See notes to financial statements.

                                       1
<PAGE>


                     THERMACELL TECHNOLOGIES, INC.

                       BALANCE SHEETS(CONTINUED)

                  LIABILITIES AND STOCKHOLDERS' EQUITY

                                                        May 31,    November 30,
                                                         1997         1996
                                                       ------------ -----------
                                                      (Unaudited)

CURRENT LIABILITIES
Notes payable
   Bridge financing                                     $         -  $1,898,500
   Stockholders                                             135,000     135,000
   Other                                                    121,123      24,323
                                                        ------------ -----------
                                                            256,123   2,057,823

Accounts payable and accrued expenses
   Trade accounts                                            57,082     444,537
   Accrued payroll and payroll taxes                        223,281     175,696
   Accrued interest and other                                60,000     223,156
                                                        ------------ -----------

       TOTAL CURRENT LIABILITIES                            596,486   2,901,212
                                                        ------------ -----------

STOCKHOLDERS' EQUITY
   Preferred stock, par value $.0001
    5,000,000 shares, authorized, issued
    and outstanding, 1997 and 1996                              500         500

   Common stock, par value $.0001
    Authorized 20,000,000 shares,
    outstanding 2,859,551 and 869,899 shares,
    1997 and 1996, respectively                                 286          87

   Additional paid-in capital                             5,613,242     184,314

   Accumulated deficit                                   (2,024,232) (1,548,840)
                                                        ------------ -----------

       TOTAL STOCKHOLDERS'EQUITY                          3,589,796  (1,363,939)
                                                        ------------ -----------


                                                        $ 4,186,282  $ 1,537,273
                                                        ============ ===========

See notes to financial statements.

                                       2
<PAGE>

                          THERMACELL TECHNOLOGIES, INC.

                               STATEMENTS OF LOSS
                                   (UNAUDITED)

                                    Three Months Ended     Six Months Ended
                                          May 31,              May 31,
                                    -----------------      -----------------
                                      1997      1996        1997     1996
                                    --------  --------    -------- --------

REVENUE
    Sales                         $ 199,418  $ 138,700  $ 414,943 $ 250,889

LESS: COST OF SALES                  103,255    98,506     209,522  160,175
                                    --------  --------    -------- --------

    GROSS PROFIT                      96,163    40,194     205,421   90,714

SELLING, GENERAL AND ADMINISTRATIVE
    EXPENSES                         350,876   264,829     616,910  473,062
                                    --------  --------    -------- --------

             LOSS FROM OPERATIONS   (254,713) (224,635)   (411,489)(382,348)
                                    --------  --------    -------- --------

OTHER INCOME AND EXPENSE
    Commissions                                 (5,075)    (35,000)  (5,075)
    Interest income                   22,262       686      22,262      686
    Interest expense                (128,148)  (87,899)   (161,566) (87,899)
    Other                                       (3,500)              (3,500)
                                    --------  --------    -------- --------

             TOTAL OTHER INCOME AND
             EXPENSE                (105,886)  (95,788)   (174,304) (95,788)
                                    --------  --------    -------- --------

             LOSS BEFORE INCOME
             TAXES                  (360,599) (320,423)   (585,793)(478,136)

INCOME TAXES
    Deferred income tax benefit       72,120    66,557     110,402   98,100
                                    --------  --------    -------- --------

             NET LOSS              $(288,479)$(253,866) $(475,391)$(380,036)
                                   ========= =========   ========= =========

Loss per common share              $ (0.12)  $  (0.34)  $   (0.29)$   (0.53)
                                   ========= =========   ========= =========

Weighted average number of
    common shares outstanding      2,439,515   742,190   1,654,706  711,872
                                   ==========  ========   ========= ========









See notes to financial statements.

                                       3
<PAGE>

                          THERMACELL TECHNOLOGIES, INC.

                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>

                                        COMMON STOCK        PREFERRED STOCK
                                   --------------------  --------------------  ADDITIONAL
                                   NUMBER OF             NUMBER OF              PAID-IN    ACCUMULATED
                                    SHARES     AMOUNT     SHARES     AMOUNT     CAPITAL     DEFICIT       TOTAL
                                   ----------  --------  ----------  --------  ----------  -----------  -----------
<S>                                <C>         <C>       <C>         <C>       <C>         <C>          <C>
Balance November 30, 1996            869,899    $87      5,000,000    $500      $184,314   $(1,548,840) $(1,363,939)
Net loss for the three months ended
  February 28, 1997                        -      -              -       -             -      (186,912)    (186,912)
                                   ----------  --------  ----------  --------  ----------  -----------  -----------

Balance February 28, 1997            869,899    $87      5,000,000    $500      $184,314   $(1,735,752) $(1,550,851)


Stock Issued - public offering     1,989,652    $199                            $5,428,928                $5,429,127

Net loss for the three months ended
May 31, 1997                               -       -             -       -               -    (288,479)    (288,479)
                                   ----------  --------  ----------  --------  ----------  -----------  -----------

Balance May 31, 1997               2,859,551    $286     5,000,000    $500      $5,613,242 $(2,024,231)   $3,589,797
                                   ==========  ========  ==========  ========  ==========  ===========  ===========
</TABLE>


See notes to financial statements.

                                       4
<PAGE>

                                THERMACELL TECHNOLOGIES, INC

                                  STATEMENTS OF CASH FLOWS
                                        (UNAUDITED)
<TABLE>

                                                                  For the Six Months Ended
                                                                -----------------------------
                                                                  May 31,          May 31,
                                                                   1997             1996
                                                                ------------     ------------
<S>                                                             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Reconciliation of net loss to net cash
    used in operating activities
      Net loss                                               $    (475,391) $      (380,036)
      Adjustments to reconcile net loss to net
       cash provided by operating activities
       Depreciation                                                 23,484           11,507
       Amortization                                                 31,130           16,069
       (Increase) in accounts receivable                           (80,582)         (57,019)
       (Increase) decrease in inventories                           21,431          (56,306)
       Decrease in prepaid expenses and other                        1,534            1,615
       Increase in deferred income tax benefit                    (110,401)         (98,100)
       (Decrease) in other assets                                  (43,109)         (60,009)
       Increase (decrease) in accounts payable                    (387,455)          45,603
       Increase (decrease) in accrued expenses                    (115,571)          47,123
                                                                ------------     ------------
            NET CASH USED IN OPERATING ACTIVITIES               (1,134,930)        (529,553)
                                                                ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Collections on note receivable                                  138,750                -
   Capital expenditures                                            (12,274)        (109,784)
   Issuance of notes receivable and advances                                       (100,000)
                                                                  (679,517)
                                                                ------------     ------------
            NET CASH USED IN INVESTING ACTIVITIES                 (553,041)        (209,784)
                                                                ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from issuance of common stock                        5,613,027                -
   Proceeds from issuance of notes payable                         250,000          926,503
   Principal payments on notes payable                          (1,948,500)        (107,505)
   Costs associated with obtaining financing                        25,547         (155,630)
                                                                ------------     ------------
            NET CASH PROVIDED BY FINANCING ACTIVITIES            3,940,074          663,368
                                                                ------------     ------------

            NET INCREASE (DECREASE) IN CASH                      2,252,103          (75,969)

CASH BEGINNING                                                       3,512           90,773
                                                                ------------     ------------

CASH ENDING                                                  $   2,255,615  $        14,804
                                                                ============     ============
</TABLE>


See notes to financial statements.

                                       5
<PAGE>
                         THERMACELL TECHNOLOGIES, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited financial statements,  which are for interim periods,
do not include all  disclosures  provided  in the annual  financial  statements.
These  unaudited  financial  statements  should be read in conjunction  with the
financial  statements and the footnotes thereto contained in Form 10-KSB for the
year ended November 30, 1996 of ThermaCell  Technologies,  Inc. (the "Company"),
as filed with the Securities and Exchange Commission.

In the opinion of the Company,  the accompanying  unaudited financial statements
contain all adjustments  (which are of a normal and recurring  nature) necessary
for a fair presentation of the financial  statements.  The results of operations
for the three  month and six month  periods  ended May 31, 1997 and May 31, 1996
are not necessarily indicative of the results to be expected for the full year.

NOTE 2 - PER SHARE CALCULATIONS

Per share data was computed by dividing net loss by the weighted  average number
of shares  outstanding  during the respective  periods.  On August 12, 1996, the
Company announced a ten (10) for one (1) reverse common stock split. Retroactive
effect was given to the outstanding stock.

NOTE 3 - SUBSEQUENT EVENTS

The Company  successfully  completed an Initial Public Offering (Offering) which
was filed with the Securities and Exchange  Commission March 12, 1997.  Proceeds
to the Company as a result of the Offering are approximately $4.8 million.

On February  7, 1997,  the Company  closed the  corporate  office and the retail
outlet  that had opened in the first  quarter of 1996.  The  Company  may have a
contingent  liability  for leases of these  premises  up to a maximum  amount of
$67,500. Management anticipates these actions will represent substantial savings
to the Company in the form of reduced operating costs.

On January 13, 1997, a non-binding letter of intent was received from Ecological
Technologies,  Inc. proposing to negotiate an exclusive  distribution  agreement
for the Company's products in Japan. Consummation of the agreement is subject to
a number of  conditions  including  test  results  in Japan  confirming  product
performance  and  agreement  by the  Company to secure  patents in Japan for the
technology.

On May 2, 1997, the Company was named in a civil action alleging that it reached
a marketing agreement containing  confidentiality and non-disclosure  provisions
relating to  technologies  allegedly  developed  by the  plaintiff.  The Company
intends to vigorously  defend itself in this matter and believes it has numerous
meritorious defenses.

                                       6
<PAGE>


                            THERMACELL TECHNOLOGIES, INC.


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

This Form 10-QSB contains 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.  Actual results could differ  materially  from
those projected in the forward looking statements contained in this Form 10-QSB.

GENERAL

The  Company was  incorporated  in Florida in August,  1993,  for the purpose of
developing,  manufacturing and marketing insulating materials and coatings using
partially  evacuated glass  microspheres  ("shells").  The Company's  technology
utilizes the  insertion  of the shells in various  materials  and products  that
improve the thermal resistive characteristics of such products.

The Company's  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,
among others.

On November 30, 1995,  the Company  acquired the assets of C.F.  Darling Paint &
Chemicals, Inc., a paint manufacturing company, located in Holiday, Florida. The
Company  acquired  these  assets so that it would have a facility to produce and
develop paints and coatings for its ThermaCool(TM) product line.

On March 19, 1997, the Company  completed a public offering for 1,375,000 Units,
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 commission.

The Company has  sustained  significant  operating  losses since its  inception.
Management's strategy of expanding the ThermaCool(TM) product line, developing a
commercially  viable  manufacturing  process for shells and  expansion  into new
markets for its shell technology may result in the Company incurring  additional
losses due to the cost associated with these strategies.  The Company expects to
incur losses until it is able to increase its sales, expand its product line and
increase its distribution  capabilities to a sufficient  revenue level to offset
ongoing operating and expansion costs.

                                       7
<PAGE>
                         THERMACELL TECHNOLOGIES, INC.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MAY 31, 1997 COMPARED TO THREE MONTHS ENDED MAY 31, 1996

Total  revenue for the three months ended May 31, 1997 was $199,418  compared to
$138,700 for the same period of 1996,  which  represents an increase of $60,718,
or 44%.  The  increase  was a result of  expanded  sales of paint  products  and
coatings produced by the Company's paint manufacturing  facility.  The increased
sales  were a direct  result  of  increased  marketing  efforts  and  production
capabilities.

Gross profit margins were 48% and 29%, respectively,  for the three month period
ending May 31, 1997 as compared to the prior period  ending May 31,  1996.  This
increase was the result of a change in mix of paint and coatings  products  sold
with the higher margined  products  contributing more  significantly  during the
quarter and the Company buying raw materials at better pricing.

For  the  three  months  ended  May  31,  1997,   total  selling,   general  and
administrative  expenses  were  $350,876,  as compared to $264,829  for the same
period of the previous year, an increase of approximately $ 86,047, or 33%. This
increase  was due to higher  expenses  incurred  by the  company  in  marketing,
staffing  and  other  expenses  associated  with the  Company's  operations.  In
addition, severance compensation equivalent to $55,000, or one year salary for a
former officer of the Company was expensed during this period.  The expansion of
the  Company's  business  operations  combined  with higher  level of  marketing
efforts  has  resulted   because  of  the  funding   received  from  the  recent
underwriting.  These  efforts will allow the Company to  significantly  grow its
business over the next twelve months.

The Company  continued to experience a loss from  operations of $254,713 for the
period  ending May 31, 1997 as compared to a loss of $224,635 for the same prior
year period.  Although the gross profit for the current period was $ 96,163, its
higher  contribution  was offset by a higher level of S, G & A expense  incurred
during this three month period. Management anticipates that increasing levels of
sales will eventually result in an improvement in operating  performance  during
the balance of the fiscal year.

Based upon management's  current estimates of future taxable income,  management
has determined that a valuation  allowance of fifty percent (50%) is appropriate
during the current  period  ending May 31,  1997 to  represent  that  portion of
deferred taxes that may be realized in the future.

The net loss,  after income taxes benefit,  and net loss per share were $288,479
and $.12 per share  respectively,  for the three  months  ended May 31,  1997 as
compared to a net loss and net loss per share of $253,866 and $.34 respectively,
for the same  period  in 1996.  Included  in the  loss for 1997 is  $128,148  of
interest expense for outstanding  loans of the Company during the quarter ending
May 31,  1997.  Interest  expense  for the prior  year's  quarter  was  $87,899.
Although the loss for the period increased,  the earnings per share declined due
to the greater number of shares outstanding for the period just ended because of
the shares issued in the Company's recent successful underwriting.

                                       8
<PAGE>
                         THERMACELL TECHNOLOGIES, INC.


The Company plans to  aggressively  market its paint and coatings  products as a
result of the recent closing of its successful  public offering.  A focus of its
strategy will be on its effort to expand within the Sunbelt Region of the United
States.  In addition to this marketing  effort,  the Company plans to expand its
manufacturing facility which will enable it to increase production,  and thereby
support  a  significantly  higher  level of sales of its  proprietary  products.
Management is optimistic about the benefits of its near-term marketing programs.

The Company anticipates  improved raw material  purchasing  economies as well as
cost  reductions in its  manufacturing  processes  during Fiscal Year 1997.  The
Company also  anticipates  some  improvement  in its gross profit margins during
fiscal year 1997.  Results of operations  for the first three months of the 1997
fiscal  year  reflect  the impact of the  expenses  incurred  by the  Company in
positioning  itself for full-scale  production  that is expected to occur during
fiscal year 1997. The completion of its Initial Public  Offering  ("IPO") within
the second quarter of the 1997 fiscal year provides the Company with  sufficient
capital to meet its working  capital needs and provides  funds for the expansion
of its operations for at least the next twelve months.

SIX MONTHS ENDED MAY 31, 1997 COMPARED TO SIX MONTHS ENDED MAY 31, 1996

Total  revenue for the six months  ended May 31, 1997 was  $414,943  compared to
$250,889 for the same period of 1996,  which represents an increase of $164,054,
or 65%.  The  increase  was a result of  expanded  sales of paint  products  and
coatings produced by the Company's paint manufacturing  facility.  The increased
sales  were a direct  result  of  increased  marketing  efforts  and  production
capabilities.

Gross profit  margins  were 50% and 36%,  respectively,  for the present  period
ending May 31, 1997 as compared to the prior period  ending May 31,  1996.  This
increase was the result of a change in mix of paint and coatings  products  sold
with the higher margined  products  contributing more  significantly  during the
period.

For the six months ended May 31, 1997, total selling, general and administrative
expenses  were  $616,910,  as compared  to  $473,062  for the same period of the
previous year, an increase of approximately  $143,848, or 36%. This increase was
due to higher expenses incurred by the company in marketing,  staffing and other
expenses  associated  with the  Company's  operations.  In  addition,  severance
compensation  equivalent to $55,000,  or one year salary for a former officer of
the Company was expensed  during this  period.  It is further  anticipated  that
expansion of the Company's  business  operations and marketing efforts have been
initiated as a result of the recent successful underwriting. This will allow the
Company to  significantly  grow its business  over the next twelve  months.  The
Company  continued  to  experience  a loss from  operations  of $411,489 for the
period  ending May 31, 1997 as compared to a loss of $382,348 for the same prior


                                       9
<PAGE>
                         THERMACELL TECHNOLOGIES, INC.


year period. Although the gross  profit  increase for the current period was 
$114,707,  this  higher  contribution  was offset by the higher level of S G & A
expense  incurred  during the period.  Management  anticipates  that  increasing
levels of sales  will  result in an  improvement  in its  operating  performance
during the balance of the fiscal year.

Based upon management's  current estimates of future taxable income,  management
has determined that a valuation  allowance of fifty percent (50%) is appropriate
during the current  period  ending May 31,  1997 to  represent  that  portion of
deferred taxes that may be realized in the future.

The net loss,  after income taxes benefit,  and net loss per share were $475,391
and $.29 per  share  respectively,  for the six  months  ended  May 31,  1997 as
compared to a net loss and net loss per share of $380,036 and $.53 respectively,
for the same period in 1996.  Included in the loss for the six months ending May
31, 1997 is $161,566 of interest  expense that  compares to $87,899 for the same
period in 1996. During the current period there was commission charge of $35,000
related to procuring of capital for the benefit of the Company.

LIQUIDITY AND CAPITAL RESOURCES

To  date,  the  Company  has  funded  its  operations  and  product  development
activities with funds provided by issuing securities and from borrowings. During
the six months  ending May 31,  1997,  the  Company  raised  approximately  $4.8
million through its successful  public offering.  On March 19, 1997, the Company
completed this public offering for 1,375,000 Units,  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 commission.  The Company repaid its indebtedness with
the proceeds of this Offering or the conversion of a portion of its  outstanding
notes into common stock.

The Company is not presently  profitable  in its business and  therefore  cannot
self  fund its  capital  requirements  on an  operating  basis.  The  successful
completion of the Offering  during the quarter  ending May 31, 1997 has provided
the Company  with capital that  improves its working  capital  position and will
provide adequate capital  resources to fund its future  operations.  The Company
will focus its marketing  efforts within the Sunbelt Region of the United States
during  the  remainder  of  fiscal  1997  to  increase  consumer  awareness  and
acceptance of both its existing and new products.  In addition to this marketing
effort, the Company plans to expand its manufacturing  facility that will enable
the Company to substantially  increase  production of its proprietary  products.
Management  believes  the proceeds  from the  Offering  has provided  sufficient
working  capital to enable the  Company to sustain  its  operations  and finance
planned expansion for the next twelve months.

                                       10
<PAGE>
                         THERMACELL TECHNOLOGIES, INC.


PART II - OTHER INFORMATION

Item 1.           LEGAL PROCEEDINGS.

      On May 2, 1997,  the Company  was served with a summons  regarding a civil
action filed in the United States District Court,  Eastern  District of Michigan
by IA, Inc., as plaintiff,  that alleges the Company,  and its  president,  John
Pidorenko,  and Monroe  Parker  Securities,  Inc.,  the  Company's  underwriter,
breached a  marketing  agreement  executed  by Mr.  Pidorenko  on March 26, 1992
relating  to  technologies  allegedly  developed  by  IA,  Inc.  This  agreement
contained  a  confidentiality   and   non-disclosure   clause  for  technologies
purportedly developed by IA, Inc. The Company was not a party to that agreement.
The Company  believes that it has not infringed on any patents held by IA, Inc.,
non-withstanding  the validity of such patents and/or their claims. The petition
requested  various court actions including a jury trial, but no specific request
for damages. The Company intends to vigorously defend itself in this action. The
Company  believes  it has  meritorious  defenses  in this  matter  which is in a
preliminary stage and which will not be resolved until a considerable  period of
time has  elapsed.  The  Company  has  agreed to  indemnify  the  Monroe  Parker
Securities, Inc., its underwriter, against any claims asserted by this party.


Item 5.           OTHER INFORMATION



Item 6.           EXHIBITS AND REPORTS ON FORM 8K

       No reports on Form 8K have been filed in the quarter ended May 31, 1997.

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 : 7/14/97           /s/ Gerald Couture
                          ------------------------------
                          Gerald Couture
                          Vice-President, Finance and CFO

                                       11
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