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 June 30, 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.)

               901 Chestnut St., Suite A Clearwater, Florida 33756
               ---------------------------------------------------
                    (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 June 30, 2001 was 5,807,109.

         Transitional Small Business Disclosure Format:

Yes      No  X
    ----    ----

<PAGE>



                 THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES


                                      Index

                    Nine Months Ended June 30, 2001 and 2000
                                   (Unaudited)




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

Item 1.  Consolidated Financial Statements

         Consolidated Balance Sheet -
           June 30, 2001.................................................      1

         Consolidated Statements of Operations -
           Three months and nine months ended
           June 30, 2001 and 2000........................................      2

         Consolidated Statements of Changes in Stockholders' Deficit
           Nine months ended June 30, 2001...............................      3

         Consolidated Statements of Cash Flows -
           Nine months ended
           June 30, 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...............................................................     16


<PAGE>


                           THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES

                                     Consolidated Balance Sheet

                                     June 30, 2001 (Unaudited)
<TABLE>

<S>                                                                             <C>
Assets
Current assets:
   Cash                                                                          $             7,367
   Prepaid expenses and other                                                                 60,475
                                                                                    -----------------
Total current assets                                                                          67,842
                                                                                    -----------------

Property and equipment, net of accumulated depreciation                                      514,491
                                                                                    -----------------

Other assets:
   Deposits                                                                                   30,555
   Other intangibles, net of accumulated amortization of $263,235                            573,105
                                                                                    -----------------
                                                                                             603,660
                                                                                    -----------------

                                                                                 $         1,185,993
                                                                                    =================


Liabilities and Stockholders' Deficit
Current liabilities:
   Accounts payable                                                              $           574,632
   Accrued expenses                                                                          895,202
   Accrued payroll                                                                             7,568
   Current maturities of long-term debt:
     Notes payable                                                                         1,275,912
     Capital leases                                                                          179,389
                                                                                    -----------------
Total current liabilities                                                                  2,932,703
                                                                                    -----------------

Long-term liabilities:
   Accrued expenses                                                                          174,083
                                                                                    -----------------
Total long-term liabilities                                                                  174,083
                                                                                    -----------------

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;
     5,847,109 shares issued; 5,807,109 shares outstanding                                       585
   Additional paid-in capital                                                             11,712,394
   Common stock payable                                                                    1,079,961
   Common stock receivable                                                                   (72,500)
   Accumulated deficit                                                                   (14,586,233)
   Treasury stock; 40,000 common shares                                                      (55,000)
                                                                                    -----------------
Total stockholders' deficit                                                               (1,920,793)
                                                                                    -----------------

                                                                                 $         1,185,993
                                                                                    =================

</TABLE>

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

                                       1
<PAGE>

<TABLE>
<CAPTION>


                                          THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES

                                        Consolidated Statements of Operations (Unaudited)



                                                           Three Months Ended                          Nine Months Ended
                                                                June 30,                                   June 30,
                                                  -------------------------------------      --------------------------------------
                                                       2001                  2000                 2001                   2000
                                                  ---------------        --------------      ----------------       ---------------

<S>                                             <C>                    <C>                 <C>                    <C>
Sales                                           $              -       $        30,672     $               -      $         70,672

Cost of sales                                                  -                     -                     -                24,437
                                                  ---------------        --------------      ----------------       ---------------

Gross profit                                                   -                30,672                     -                46,235

Selling, general and administrative
      expenses                                           282,339               349,484               939,143             2,494,870
Write-off of goodwill                                          -                     -                     -             1,115,826
                                                  ---------------        --------------      ----------------       ---------------

Loss from operations                                    (282,339)             (318,812)             (939,143)           (3,564,461)

Interest expense                                         (87,750)              (93,760)             (275,933)             (243,148)
                                                  ---------------        --------------      ----------------       ---------------

Loss from continuing operations
      before income taxes                               (370,089)             (412,572)           (1,215,076)           (3,807,609)

Income (loss) from operations of
      discontinued divisions                                   -              (623,803)                7,956            (1,527,553)
                                                  ---------------        --------------      ----------------       ---------------

Net loss                                        $       (370,089)      $    (1,036,375)    $      (1,207,120)     $     (5,335,162)
                                                  ===============        ==============      ================       ===============

Earnings (loss) per share:
      Basic loss per share from
          continuing operations                 $          (0.03)      $         (0.13)    $           (0.13)     $          (1.25)
      Basic income (loss) per share from
          discontinued operations                              -                 (0.19)                 0.00                 (0.50)
                                                  ---------------        --------------      ----------------       ---------------

Net loss per share                              $          (0.03)      $         (0.32)    $           (0.13)     $          (1.75)
                                                  ===============        ==============      ================       ===============

Weighted average number of
      common shares outstanding                       12,942,501             3,205,273             8,981,003             3,055,136
                                                  ===============        ==============      ================       ===============

</TABLE>

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

                                       2
<PAGE>

                          THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES

                    Consolidated Statements of Changes in Stockholders' Deficit

                            Nine Months Ended June 30, 2001 (Unaudited)


<TABLE>

                                      Common Stock         Additional      Common         Common
                                 ----------------------
                                  Number of                 Paid-in        Stock          Stock
                                   Shares        Amount     Capital       Payable       Receivable
                                 -----------   -----------------------  ------------  --------------
<S>                              <C>        <C>        <C>            <C>           <C>
Balance September 30, 2000        6,147,109  $     615  $  11,659,041  $    105,500  $      (72,500)

Common stock paid for, not issued
and conversion of note payable            -          -              -       974,461               -

Common stock cancelled per stock
purchase termination agreement     (300,000)       (30)        53,353             -               -

Net loss for the period                   -          -              -             -               -
                                 -----------   --------   ------------  ------------  --------------
Balance, June 30, 2001            5,847,109  $     585  $  11,712,394 $   1,079,961 $       (72,500)
                                 ===========   ========   ============  ============  ==============

</TABLE>
<TABLE>

    Accumulated      Treasury
      Deficit         Stock         Total
    ------------   -----------   ------------
<S>              <C>           <C>
  $ (13,379,113) $    (55,000) $  (1,741,457)


              -             -        974,461


              -             -         53,323

     (1,207,120)            -     (1,207,120)
     -----------    ----------   ------------
  $ (14,586,233) $    (55,000) $  (1,920,793)
    ============   ===========   ============

</TABLE>

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

                                       3
<PAGE>


                       THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows (Unaudited)

<TABLE>

                                                                       Nine Months Ended
                                                                           June 30,
                                                                  ----------------------------
                                                                      2001           2000
                                                                  -------------  -------------

<S>                                                              <C>            <C>
Operating activities
   Net loss                                                       $ (1,207,120)  $ (5,335,162)
                                                                  -------------  -------------

   Adjustments to reconcile net loss to net cash
    used by operating activities:
        Depreciation and amortization                                  130,567        205,614
        Interest and penalties on note conversion
         paid with common stock                                        200,203              -
        Amortization of discount on notes payable                      149,371              -
        Write-off of goodwill                                                -      1,115,826
        Loss on closure of division                                          -        912,347
        Common stock issued for services                                     -      1,545,715
        Decrease in:
         Accounts receivable                                            83,671         56,393
         Inventory                                                           -        232,184
         Officer advance                                                 6,900              -
         Prepaid and other assets                                       57,450       (601,135)
        Increase (decrease) in:
         Accounts payable                                             (127,269)       398,812
         Accrued expenses                                              297,442        597,529
                                                                  -------------  -------------
     Total adjustments                                                 798,335      4,463,285
                                                                  -------------  -------------

                                                                  -------------  -------------
     Net cash used by operating activities                            (408,785)      (871,877)
                                                                  -------------  -------------

Investing activities
   Purchase of property and equipment                                  (22,351)      (195,948)
   Acquisitions                                                              -       (215,000)
   Expenditures for patent, net                                                       (29,412)
   Disbursement of cash in trust account                                27,500              -

                                                                  -------------  -------------
   Net cash provided (used) by investing activities                      5,149       (440,360)
                                                                  -------------  -------------

Financing activities
   Proceeds from issuance of notes payable                             305,087        530,072
   Proceeds from common stock subscription                             107,127        455,000
   Reduction of capital leases and notes payable                       (14,090)       (57,960)
   Proceeds from payments on stockholder loan                                -        303,269
   Issuance of common stock as payment for note payable                      -        153,408
   Common stock issued for acquisitions                                      -        165,000

                                                                  -------------  -------------
   Net cash provided by financing activities                           398,124      1,548,789
                                                                  -------------  -------------

   Net increase (decrease) in cash                                      (5,512)       236,552

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

   Cash at end of period                                               $ 7,367      $ 296,725
                                                                  =============  =============
</TABLE>


Supplemental disclosure of cash flow information

   During the period  ended June 30,  2001,  the Company  converted  $566,667 of
   notes payable,  plus $100,464 accrued interest and penalties,  into 6,883,595
   shares of common stock that had not been issued as of June 30, 2001.

   During the period ended June 30, 2001, the Company  divested Sealco in a non-
   cash  transaction  with a net  effect  on assets of  $53,353  recorded  as an
   increase to additional paid-in capital.

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

                                       4
<PAGE>

                 ThermaCell Technologies, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

              Nine Months Ended June 30, 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 three and nine months ended June 30, 2001 and 2000,  (b) the
financial  position at June 30, 2001,  and (c) cash flows for the three and nine
months ended June 30, 2001 and 2000, have been made.

The  unaudited  consolidated  financial  statements  and notes are  presented as
permitted by Form 10-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  nine-month  period  ended June 30,  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 subsidiary, Atlas Chemical Co. ("Atlas"),
after elimination of material, inter-company accounts, and transactions.

Reclassifications  have been made to the 2000 consolidated  financial statements
to  conform  to the  classifications  used in 2001,  and to  reflect  accounting
effects of discontinued operations.


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
$14,586,000 and negative working capital of approximately  $2,864,861 as of June
30,  2001,  and  total  liabilities  exceeding  total  assets  by  approximately
$1,921,000  as of June 30, 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

              Nine Months Ended June 30, 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 June 30,  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 operated in two primary business  segments that are identified based
on products and services during the period ended March 31, 2001.  After April 1,
2001, the Company operated in only one business segment.

The  Company,  through its wholly owned  subsidiary,  T-Coast,  installed  brick
pavers in driveways and sidewalks. On November 7, 2001, the Company entered into
a Stock  Purchase  Termination  Agreement that is effective as of April 1, 2001,
which  divests the  purchase of T-Coast.  T-Coast was treated as a  discontinued
operation during the period ended June 30, 2001.

                                        6

<PAGE>


                 ThermaCell Technologies, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

              Nine Months Ended June 30, 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  adopted  a  plan  of
disposition during the year ended September 30, 2000.

The Company is preparing to manufacture  and sell  microscopic  evacuated  glass
spheres  (microspheres) 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.

Substantially all assets of the Company are held by the ThermaCell division.

The following table presents  information about the results of operations of the
Company's business segments for the nine months ended June 30, 2001:

<TABLE>
<CAPTION>


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

<S>                                                    <C>      <C>                <C>      <C>
    Sales                                                                                          $       0

    Less cost of sales                                                                                     0
                                                       -------------------------------------------------------

    Gross profit                                                                                           0

    Selling, general and administrative                                $ 939,143                     939,143
                                                       -------------------------------------------------------

    Loss from operations                                               (939,143)                    (939,143)

    Other expenses:
        Interest expense                                               (275,933)                    (275,933)
                                                       -------------------------------------------------------

    Loss from continuing operations
        before income taxes                                          (1,215,076)                  (1,215,076)

    Income (loss) from discontinued operations          $ 14,900                      (6,944)         (7,956)
                                                       -------------------------------------------------------

    Net income (loss)                                   $ 14,900   $ (1,215,076)    $ (6,944)    $(1,207,120)
                                                       =======================================================

</TABLE>

The following table presents  information about the results of operations of the
Company's business segments for the nine months ended June 30, 2000:

<TABLE>
<CAPTION>


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

<S>                                          <C>            <C>             <C>               <C>
        Sales                                                $    70,672                       $    70,672

        Less cost of sales                                        24,437                            24,437
                                             -------------------------------------------------------------

        Gross profit                                              46,235                            46,235

</TABLE>


                                                      7
<PAGE>


                 ThermaCell Technologies, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

              Nine Months Ended June 30, 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                                            3,610,696                         3,610,696
                                             -------------------------------------------------------------

        Loss from operations                                  (3,564,461)                       (3,564,461)

        Other expenses:
           Interest expense                                     (243,148)                         (243,148)
                                             -------------------------------------------------------------

        Loss from continuing operations
           before income taxes                                (3,807,609)                       (3,807,609)

        Loss from discontinued operations    $(1,449,178)                       $(78,375)      $(1,527,553)
                                             -------------------------------------------------------------

        Net loss                             $(1,449,178)    $(3,807,609)       $(78,375)      $(5,335,162)
                                             =============================================================

</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  for the nine month
periods ended June 30:

<TABLE>

                                                                                2001              2000
                                                                           -------------------------------
<S>                                                                        <C>               <C>
        Net sales                                                          $   158,356       $   1,890,105
                                                                           ===============================
        Operating income (loss)                                            $    14,900       $  (1,449,178)
                                                                           ===============================
        Income (loss) from discontinued operations                         $    14,900       $  (1,449,178)
                                                                           ===============================
</TABLE>

The  remaining  assets  and  liabilities  of the paint  division  consist of the
following in the June 30, 2001 consolidated balance sheet:

        Current assets                                             $      3,529
        Current liabilities                                            (504,685)
                                                                    ------------
        Net liabilities of discontinued operations                 $   (501,156)
                                                                    ============

                                        8

<PAGE>


                 ThermaCell Technologies, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

              Nine Months Ended June 30, 2001 and 2000 (Unaudited)


The  Company  entered  into a  Stock  Purchase  Termination  Agreement  that  is
effective  as of April 1, 2001,  which  divests the  purchase  of  T-Coast,  the
Company's  paver  division in exchange for 300,000  shares of common stock which
was then  retired.  The  results of  operations  of the paver  division  for the
periods presented are reported as a component of discontinued  operations,  with
the  prior  year  similarly  reclassified  in  the  consolidated  statements  of
operations. The difference between the assets and the liabilities related to the
paver division of approximately  $550,000 less an  inter-company  account in the
amount of  approximately  $275,000  which was  released by both  parties and the
investment  in T-Coast of  approximately  $225,000  was  recorded to  additional
paid-in capital at the disposal date of April 1, 2001.

Summarized  results  of the paver  division  are as  follows  for the nine month
periods ended June 30,:

                                                   2001              2000
                                              -------------------------------
        Net sales                             $ 1,004,657       $   1,284,424
                                              ===============================
        Operating loss                        $    (6,944)      $     (78,375)
                                              ===============================
        Loss from discontinued operations     $    (6,944)      $     (78,375)
                                              ===============================

There are no remaining  assets and liabilities of the paver division at June 30,
2001.


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.

In October  2001,  the  Financial  Accounting  Standards  Board issued SFAS 144,
Accounting  for  Impairment  of Long - Lived  Assets.  SFAS  144  addresses  the
financial  accounting  and  reporting for the  impairment of long-lived  assets,
excluding  goodwill and intangible  assets,  to be held and used or disposed of.
SFAS 144 is required to be applied for fiscal years beginning after December 15,
2001.  The Company does not expect the adoption of SFAS 144 to have an impact on
its financial position or results of operations.


7.      Subsequent Event

On  November 7, 2001,  the Company  entered  into a Stock  Purchase  Termination
Agreement  that is effective as of April 1, 2001,  which divests 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 Company was classified as a  discontinued  operation as of April 1, 2001 and
has been reflected as such in these financial statements.

In November 2001 the Company filed for  protection  under Chapter 11 of the U.S.
Bankruptcy Code.

                                        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 and
operations  were  closed on November  24,  2000  because of the lack of funds to
maintain the operation. All personnel were terminated on that date.


                                       10
<PAGE>
                 THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES

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  which  were not
issued.  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 divests 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.  We  classified  T-Coast  Pavers as a
discontinued  operation  as of April 1, 2001 and has been  reflected  as such in
these financial statements.

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 $14,586,233 at June 30, 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 during 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>
                 THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES

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 JUNE 30, 2001  COMPARED  TO THE  THREE-MONTH
PERIOD ENDED JUNE 30, 2000

Sales

Total sales for the  three-month  period ended June 30, 2001, were $-0- compared
to $30,672 for the same period ending in 2000,  which  represented a decrease of
$30,672.  This  decrease  was a result of our  limited  capital  to  expand  and
properly fund our operations.

Cost of Sales

There was no cost of sales for the  three-month  period  ended June 30, 2001 and
2000.

Selling, General and Administrative Expenses

For the  three-month  period ended June 30, 2001,  total selling,  general,  and
administrative   expenses   were  $282,339  as  compared  to  $349,484  for  the
three-month  period  ended June 30,  2000,  a decrease  of $67,145 or 19%.  This
decrease  is  primarily  related to our  limited  operations  as we develop  our
microsphere technologies during the period ended June 30, 2001.

Interest Expense

Interest expense, net of interest income, decreased 6%, or $6,010 to $87,750 for
the  three-month  period  ended  June 30,  2001  from  $93,760  in the  previous
three-month  period  ended June 30,  2000.  This  decrease  is the result of the
conversion of $566,667 of  convertible  debentures  into common stock during the
period ended June 30, 2001 which reduced interest expense during the period.

Loss on Discontinued Operations

During  three-month  period  ended June 30,  2000,  we had a $623,803  loss from
discontinued  operations  of our paint and paver  divisions.  We had no  similar
charge during the three-month period ended June 30, 2001.

Net Loss

The net loss and the net loss per share was $370,089 and $0.03 respectively, for
the  three-month  period ended June 30, 2001,  as compared to a net loss and net
loss per share of $1,036,375 and $0.32, respectively, for the three-month period
ending  June 30,  2000.  The  decrease  in loss is, in part,  attributed  to the
Company's  lower level of selling,  general  and  administrative  costs over the
prior  three-month  period and no charge for discontinued  operations during the
three-month  period ended June 30, 2001. On a weighted average basis, there were
12,942,501  shares  outstanding for  three-month  period ending June 30, 2001 as
compared to 3,205,273 shares  outstanding for three-month  period ended June 30,
2000.

                                       12
<PAGE>
                 THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES

FOR THE NINE-MONTH  PERIOD ENDED JUNE 30, 2001 COMPARED TO THE NINE-MONTH PERIOD
ENDED JUNE 30, 2000

Sales

Total sales for the nine-month period ended June 30, 2001, were $-0- compared to
$70,672  for the same period  ending in 2000,  which  represented  a decrease of
$70,672.  This  decrease  was a result of our  limited  capital  to  expand  and
properly fund our operations.

Cost of Sales

Cost of sales for the nine-month  period ended June 30, 2001,  decreased to $-0-
from $24,437 in the same period of 2000.

Selling, General and Administrative Expenses

For the  nine-month  period ended June 30, 2001,  total  selling,  general,  and
administrative  expenses  were  $904,575  as  compared  to  $2,494,870  for  the
nine-month  period ended June 30, 2000, a decrease of  $1,590,295  or 64%.  This
decrease  is  primarily  related to our  limited  operations  as we develop  our
microsphere technologies during the period ended June 30, 2001.

Write-off of Goodwill

During the  nine-month  period  ended June 30, 2000 we wrote off  $1,115,826  of
goodwill associated with the discontinued operations of our paint division.

Interest Expense

Interest expense, net of interest income,  increased 14%, or $32,785 to $275,933
for the  nine-month  period  ended June 30, 2001 from  $243,148 in the  previous
nine-month period ended June 30, 2000.  Interest expense is primarily related to
our convertible debentures.

Loss on Discontinued Operations

During year ended  September 30, 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 nine-month period ended June 30, 2001, we generated income, net
of all expenses, from this discontinued division of $14,900.

We have entered into a Stock Purchase Termination Agreement,  which is effective
April 1,  2001,  which  divests  the  purchase  of  T-Coast  Pavers.  Under this
agreement,  the 300,000  shares are returned to us and the parties  entered into
mutual general releases.  During the nine-month  periods ended June 30, 2001 and
2000, T-Coast Pavers was recorded as a discontinued operation that resulted in a
loss of $6,944 and $78,375.

Net Loss

The net loss and the net loss per share was $1,207,120  and $0.13  respectively,
for the nine-month period ended June 30, 2001, as compared to a net loss and net
loss per share of $5,335,162 and $1.75, respectively,  for the nine-month period
ending  June 30,  2000.  The  decrease  in loss is, in part,  attributed  to the
Company's  lower level of selling,  general  and  administrative  costs over the
prior nine-month period and the charge for discontinued  operations in the prior
nine-month  period  with a lower  charge in the  current  period.  On a weighted
average basis,  there were 8,981,003  shares  outstanding for nine-month  period
ending June 30, 2001 as compared to 3,055,136 shares  outstanding for nine-month
period ended June 30, 2000.

                                       13
<PAGE>
                 THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES

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 nine-month period ended June
30, 2001,  the Company  received  $412,213 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 closing the Atlas operation itself.

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 $2,864,861 and $1,920,793 respectively, at
June 30, 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 during 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.

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.

In October  2001,  the  Financial  Accounting  Standards  Board issued SFAS 144,
Accounting  for  Impairment  of Long - Lived  Assets.  SFAS  144  addresses  the

                                       14
<PAGE>

financial  accounting  and  reporting for the  impairment of long-lived  assets,
excluding  goodwill and intangible  assets,  to be held and used or disposed of.
SFAS 144 is required to be applied for fiscal years beginning after December 15,
2001.  The Company does not expect the adoption of SFAS 144 to have an impact on
its financial position or results of operations.

NO REVIEW

The consolidated financial statements for the three months and nine months ended
June 30, 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. This
court  affirmed the lower court's  decision and there has been no further action
by Mr. Russell Haraburda and Eden Group, Inc.

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 during 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.

Item 3.           Defaults Upon Senior Securities.
                  -------------------------------

The Company is currently in default on approximately $1,455,000 of notes payable
and capital leases.

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 8-K
                  --------------------------------

(a)      Exhibits
           -none

(b)      Reports of Form 8-K

          The Company filed a Current  Report on Form 8-K dated November 7, 2001
          with the  Securities  and Exchange  Commission  in  connection  with a
          change in  control  of the  Company,  entering  into a Stock  Purchase
          Termination Agreement with T-Coast  Pavers/Sealco  Systems, and filing
          for protection under Chapter 11 of the U.S. Bankruptcy Code.

                                       15
<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    2/28/2002
                                        /s/ James Hagarman
                                        ------------------
                                        James Hagarman
                                        President


                                       16