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 December 31, 1999
                                    -----------------

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

     For the transition period from __________ to __________

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

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

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

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

                                 (904) 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  X   No
    ---    ---

     The number of shares  outstanding of the Issuer's Common Stock,  $.0001 Par
Value, as of December 31, 1999 was 9,883,653.

     Transitional Small Business Disclosure Format:

Yes      No X
    ---    ---

<PAGE>

                  THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARY


                                      Index



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

Item 1.  Consolidated Financial Statements

         Consolidated Balance Sheets -
           December 31, 1999 and September 30, 1999...................   1 - 2

         Consolidated Statements of Operations -
           Three months ended December 31, 1999 and 1998..............       3

         Consolidated Statements of Cash Flows -
           Three months ended December 31, 1999 and 1998..............       4

         Notes to Consolidated Financial Statements...................       5

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations........................   7 -12

Part II - Other Information

Item 1. Legal Proceedings.............................................      12

        Signatures....................................................      13

Exhibit 11............................................................      14


                                       i
<PAGE>


                               THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES

                                        Consolidated Balance Sheets


                                                   Assets


<TABLE>
<CAPTION>

                                                                          December 31,       September 30,
                                                                              1999                1999
                                                                        -----------------   -----------------
                                                                          (unaudited)

<S>                                                                  <C>                 <C>
Current assets
   Cash                                                               $                -  $           60,173
   Accounts receivable
     Trade, net of allowance for uncollectible accounts
     of $177,570  and $194,125 respectively                                      485,546             388,316
   Notes receivable - trade                                                       78,000              93,000
   Notes receivable - other                                                        8,452              11,510
   Officer advance                                                                     -             156,234
   Other assets                                                                        -                   -
   Inventories                                                                   419,390             541,933
   Prepaid expenses and other                                                     42,575              52,576
                                                                        -----------------   -----------------

        Total current assets                                                   1,033,963           1,303,742
                                                                        -----------------   -----------------

Property and equipment                                                         1,605,577           1,563,110
   Less - accumulated depreciation                                               673,107             613,908
                                                                        -----------------   -----------------
                                                                                 932,470             949,202
                                                                        -----------------   -----------------

Other assets
   Deposits                                                                       98,658              55,901
   Deferred income tax benefit, net                                                    0                   0
   Prepaid interest                                                              220,194             164,242
   Goodwill, net of accumulated amortization
     of $238,453 and $206,453 respectively                                     1,833,174           1,865,174
   Other intangibles, net of accumulated amortization
     of $42,820 and $33,620 respectively                                         712,206             721,406
                                                                        -----------------   -----------------
                                                                               2,864,231           2,806,723
                                                                        -----------------   -----------------



        Total assets                                                  $        4,830,663  $        5,059,667
                                                                        =================   =================


</TABLE>



See notes to consolidated financial statements.


                                       1
<PAGE>


                               THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES

                                        Consolidated Balance Sheets


                                    Liabilities and Stockholders' Equity

<TABLE>
<CAPTION>


                                                                          December 31,       September 30,
                                                                              1999                1999
                                                                        -----------------   -----------------
                                                                           (unaudited)

<S>                                                                  <C>                 <C>
Current liabilities
   Bank overdraft                                                     $           16,211  $                -
   Accounts payable                                                              983,183             998,961
   Accrued expenses                                                              137,470             129,290
   Accrued payroll and payroll taxes                                              16,665              31,863
   Current maturities of long-term debt
     Notes payable                                                                28,004              41,172
     Capital leases                                                               96,022              82,026
                                                                        -----------------   -----------------

        Total current liabilities                                              1,277,556           1,283,312
                                                                        -----------------   -----------------

Long-term debt, net of current maturities
   Notes payable                                                               1,423,246           1,148,393
   Capital lease obligations                                                     215,229             229,225
                                                                        -----------------   -----------------
        Total long-term debt, net of current maturities                        1,638,476           1,377,618
                                                                        -----------------   -----------------

        Total Liabilities                                                      2,916,031           2,660,930
                                                                        -----------------   -----------------

Stockholders' equity
   Common stock, par value $.0001
     Authorized 20,000,000 shares,
     9,883,653 issued and outstanding                                                988                 943

   Additional paid-in capital                                                  9,849,602           9,519,168
   Deduct notes receivable associated with stockholder loan                      (39,560)           (147,035)
   Accumulated deficit                                                        (7,841,398)         (6,919,339)
   Treasury stock                                                                (55,000)            (55,000)
                                                                        -----------------   -----------------

        Total stockholders' equity                                             1,914,632           2,398,737
                                                                        -----------------   -----------------


        Total liabilities and stockholders' equity                    $        4,830,663  $        5,059,667
                                                                        =================   =================


</TABLE>


See notes to consolidated financial statements.


                                       2
<PAGE>

                  THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES

                       Consolidated Statements of Operations

                                  (unaudited)
<TABLE>
<CAPTION>


                                                       For the Three Months Ended
                                                   ---------------------------------
                                                   December 31,         December 31,
                                                       1999                1998
                                                   --------------       ------------

<S>                                             <C>                  <C>
Revenue
     Sales                                       $     1,202,194      $     811,410

Less cost of sales                                       890,328            573,143
                                                   --------------       ------------

     Gross profit                                        311,866            238,267

Selling, general and administrative
     expenses                                          1,151,623            517,460
                                                   --------------       ------------

                  Loss from operations                  (839,757)          (279,193)
                                                   --------------       ------------

Other income (expense)
     Interest income                                           0              4,431
     Interest expense                                    (82,302)            (2,835)
                                                   --------------       ------------
                                                   .
                  Total other income (expense)           (82,302)             1,596
                                                   --------------       ------------

                  Loss before income taxes              (922,059)          (277,597)

Income taxes
     Deferred income tax benefit                               0             55,519
                                                   --------------       ------------

                  Net loss                       $      (922,059)     $    (222,078)
                                                   ==============       ============


Basic loss per common share                      $         (0.10)     $       (0.04)
                                                   ==============       ============

Weighted average number of
     common shares outstanding                         9,511,153          5,730,568
                                                   ==============       ============


</TABLE>

See notes to consolidated financial statements.


                                       3
<PAGE>

                      THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES

                           Consolidated Statements of Cash Flows

                                        (unaudited)
<TABLE>
<CAPTION>

                                                              For the Three Months Ended
                                                           ---------------------------------
                                                            December 31,      December 31,
                                                                1999              1998
                                                           ---------------   ---------------

<S>                                                    <C>                 <C>
Cash flows from operating activities:
   Reconciliation of net loss to net cash
     used in operating activities
       Net loss                                         $        (922,059)  $      (222,078)
       Adjustments to reconcile net loss to net
        cash used in operating activities
        Depreciation                                               59,199            39,577
        Amortization                                               41,201            36,367
        Deferred income tax benefit                                     -           (55,519)
       Changes in assets and liabilities, net of acquisitions
        (Increase) in accounts and notes receivable               (79,172)          (61,932)
        Decrease in inventories                                   122,543            49,239
        Decrease in prepaid and other assets                      (88,708)           37,576
        (Decrease) in accounts payable                            (15,778)          (22,906)
        (Decrease) increase in accrued expenses                    (7,018)          134,768
        Common stock issued for services                          330,479                 -
                                                           ---------------   ---------------
              Net cash used in operating activities              (559,311)          (64,908)
                                                           ---------------   ---------------

Cash flows from investing activities
   Capital expenditures                                           (42,467)          (71,875)
   Acquisitions                                                         -        (1,420,101)
   Expenditures for patent, net                                         -           (40,000)
                                                           ---------------   ---------------
              Net cash used in investing activities               (42,467)       (1,531,976)
                                                           ---------------   ---------------

Cash flows from financing activities
   Proceeds from issuance of common stock                               -         1,650,000
   Proceeds from issuance of notes payable                        171,000            35,235
   Principal payments on notes payable                             90,686                 -
   Principal advances on stockholder loan                               -          (114,134)
   Proceeds from payments on stockholder loan                     263,709                 -
                                                           ---------------   ---------------
              Net cash provided by financing activities           525,394         1,571,101
                                                           ---------------   ---------------

              Net increase (decrease) in cash                     (76,384)          (25,783)

Cash beginning                                                     60,173            67,405
                                                           ---------------   ---------------

Cash ending                                             $         (16,211)  $        41,622
                                                           ===============   ===============


</TABLE>


See notes to consolidated financial statements.

                                       4
<PAGE>


                 THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (unaudited)


Note 1 - Basis of presentation

The accompanying  unaudited  consolidated  financial  statements,  which are for
interim  periods,  do  not  include  all  disclosures  provided  in  the  annual
consolidated  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 fiscal  period  ended  September  30, 1999 of
ThermaCell Technologies,  Inc. (the "Company"), as filed with the Securities and
Exchange Commission.

In the opinion of management,  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 months ended December 31, 1999 are not  necessarily  indicative of
the results to be expected for the full year.

Note 2 - Basic loss per share calculations

The  computation of net earnings (loss) per common share has been based upon the
weighted  average  number of shares of outstanding  common stock,  which for the
three month periods ended December 31, 1999 and December 31, 1998 were 9,511,153
and 5,730,568, respectively.

Note 3 - Accounting Change

The Company adopted Statement of Accounting  Standards #128, Earnings per Share,
during the quarter  ended  December 31,  1997.  Since the Company has reported a
loss  only the  basic  earnings  (loss)  per share is  thereby  reported  as the
reporting of diluted  loss per share would be  anti-dilutive.  The  inclusion of
converted  preferred  shares in the  calculation of weighted  average shares for
diluted  earnings per share  purposes would be  anti-dilutive  and per FASB 128,
cannot be included in the financial statements.

Note 4 - Equity Transactions

On October  28, 1999 the Company  issued 450,000 shares of common  stock to a
consultant in a Regulation S-8 filing. These shares represented compensation for
the services to be performed by the  consultant  in  introducing  the Company to
companies that it could either acquire or merge into its operations.

                                       5
<PAGE>

                  THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARY


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

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  (  "microshells").   The  Company's
technology  utilizes the insertion of the  microshells 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  microshells  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 New Port Richey,
Florida.  The Company  acquired  these assets to produce and develop  paints and
coatings for its ThermaCool(TM) product line.

                                       6
<PAGE>

                  THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARY


On March 19, 1998, 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 net proceeds  from this
offering was more than $4.7 million.

On July 28,  1998,  the  Company  acquired  all the  outstanding  common  stock,
representing 100% ownership, of Atlas Chemical Company, a paint manufacturer and
distributor,  located in Miami,  Florida.  The Company  acquired this firm for a
larger  manufacturing  facility to both expand production of paints and coatings
and to obtain an established marketing distribution channel which included major
accounts such as Home Depot, Ace Hardware, among others.

On March 2, 1999, the Company  acquired the assets of Ladehoff  Paints,  Inc., a
paint manufacturer and distributor located in Mesa, Arizona.  The total purchase
price was $115,000. This acquisition was classified as a purchase transaction.

The Company acquired T-Coast  Pavers/Sealco  Systems, Inc. effective December 1,
1999 for 300,000 shares of its common stock valued at $300,000 and an employment
agreement  with its founder  and key  executive.  This  company  provides  paver
installation and driveway sealant and coating services  primarily to contractors
in Southeast Florida.

The Company  acquired  American  Paints,  Inc., a Pompano  Beach,  Florida paint
manufacturer  and  distributor,  for 572,000  common shares on December 1, 1999.
American  Paints'   operations  were   consolidated  into  the  Company's  Atlas
manufacturing facility to reduce duplicate costs and increase operating margins.

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 microshells and expansion into new
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 line and
increase its distribution  capabilities to a sufficient  revenue level to offset
ongoing operating and expansion costs.

RESULTS OF OPERATIONS

Three months ended December 31, 1999 compared to three months ended December 31,
1998

Total  consolidated  revenue for the three  months  ended  December 31, 1999 was
$1,202,194 compared to $811,410 for the same period of 1998, which represents an
increase of $390,784,  or 48%.  This  increase was  primarily  attributed to the

                                       7
<PAGE>

                  THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARY


revenue contribution of the two acquisitions: American Paints and T-Coast/Sealco
Systems, Inc. for a full three months. In the prior year's period these business
contributed only one month of operating results.  The revenues for the Company's
previously  existing  paint  business  declined for this recent  period over the
prior year ago period.  This  resulted  from the loss of some  customers  in the
consolidation  of operations  and the closing of the Mesa,  Arizona and Holiday,
Florida   locations.   For  the  recent   quarter   ended   December  31,  1999,
T-Coast/Sealco  segment of the business  contributed  approximately 40% of total
revenues.

Gross  profit  margins were 25.9% and 29.4%,  respectively,  for the three month
period ended  December 31, 1999, as compared to the prior period ended  December
31,  1998.  This  decrease  is the  result  of a change  in the mix of paint and
coatings products sold by the Company, and in part, by lower contribution margin
from the America Paints and Sealco  acquisitions.  Sealco business experienced a
gross profit margin of 16.9% for the recent quarter ended December 31, 1999. The
Company expects that with buying efficiencies and the opportunity to provide all
coating and sealant needed for the Sealco  operations,  that  business'  overall
gross profit margin can be improved over time to 25%.

For the three  months  ended  December  31,  1999,  total  selling,  general and
administrative  expenses  were  $1,151,623  as compared to $517,460 for the same
period of the previous  year, an increase of $634,163 or 123%.  This increase is
the result of higher marketing,  staffing, consulting services and other general
expenses   associated  with  the  Company's   acquisitions  and  its  continuing
operations.  The Company has taken steps to reduce  duplication of personnel and
is in the process of consolidating its staffing,  marketing,  and production for
more efficient and effective  business  operations for its acquisitions.  During
this  recent  quarter,  the  Holiday,  Florida  location  was  closed.  With the
expansion of distribution  channels provided by the American Paints acquisition,
the  Company  anticipates  future  benefit  from the  sales of  products  to its
expanded customer base.

The Company  continued to experience  losses from operations of $839,757 for the
period  ended  December  31, 1999 as compared to a loss of $279,193 for the same
prior year ago  period.  This  increase in the  operating  loss over that of the
preceding  year's  period  reflects  the lower gross  margin  contribution  from
revenues  and  the  higher  S. G & A  expense  during  this  period.  Management
anticipates  that increasing  level of sales,  including the contribution of its
acquisitions  and the production and shipment of its own microshells will result
in  improvement  in future  operating  performances  and  eventually  profitable
operations.

                                       8
<PAGE>

                  THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARY


The  interest  expense  for the period  ended  December  31, 1999 was $82,302 as
compared to the prior year's quarter of $2,835.  The higher interest expense for
the current period was the result of a convertible  debenture  issued to finance
the Company's  operations.  In the prior year ago period,  interest charges were
primarily for vehicle financings.

The  basic  loss and  basic  loss per share  were  $922,059  and $0.10 per share
respectively,  for the three  months  ended  December  31, 1999 as compared to a
basic loss and basic loss per share of $222,078 and $.04  respectively,  for the
same period in 1998.  This loss  represents a 315%  increase over the basic loss
experienced in the year ago quarter. The loss per share for the period increased
150% over the previous year ago period. In the prior year ago period,  there was
a $55,519  deferred  income tax  benefit  while  none was  applied to the recent
period ended December 31, 1999. The weighted average shares  outstanding for the
quarter  ended  December 31, 1999 was 9,511,153 as compared to 5,730,568 for the
preceding  year quarter ended  December 31, 1998.  Diluted loss per share is not
presented as it is anti-dilutive.

The  Company has focused in the recent  quarter  ended  December  31,  1999,  on
developing its microshell  production at its new Daytona Beach facility.  In the
second  quarter  of this  fiscal  year  shipment  of  microshells  will begin in
significant  commercial  quantities.  The company plans to  aggressively  market
microshells  and those related paint and coatings  products.  In addition to the
Company's marketing efforts,  the two acquisitions of last year will further the
utilization of the Company's paint and coatings production capacity.  Management
is optimistic about the benefits of its business strategy.

The Company anticipates  improvements in raw material purchasing  economies that
will result in cost savings in its purchases within its manufacturing operation.
The Company also  anticipates  improvement  in gross profit  margins this fiscal
year resulting from improved purchasing economies.


LIQUIDITY AND CAPITAL RESOURCES

Over its history the Company has largely  funded its  operations and its product
development  activities with funds provided by both issuing  securities and from
borrowings.  During the recent three months ended, the Company received $171,000
from a debt  financing  and $263,704 from a stockholder  loan  repayment.  These
funds were used for working capital purposes.

The Company  issued  450,000  shares of common  stock  during  October  1999 for
consulting services.  These services are to be rendered over the fiscal year and
are to identify  companies  in which the  Company may merge or acquire.  Such an
acquisition  or merger would assist the Company in more rapidly  developing  its
prospects toward achieving business growth.

                                       9
<PAGE>

                  THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARY


Net cash used in operating  activities  for the three months ended  December 31,
1999 was  $559,311  compared  to net cash used of $64,908  for the three  months
ended December 31, 1998.  This increase in cash used by operating  activities is
primarily due to a higher net loss and an increase in other assets, particularly
prepaid  interest,  despite  the cash  provided by a decrease  in  inventory  of
$122,543 and the use of common stock with a value of $330,479 for  services.  In
the prior year's  period,  increases  in both  accounts  payables and  inventory
coupled with decreases in accounts payables and accrued expenses  contributed to
higher net cash used in operating  activities even though the Company incurred a
lower net loss.

Cash used in investing  activities  for the three months ended December 31, 1999
and the same period in 1998 was $42,467 and $1,531,976  respectively.  The major
use of funds for the period ended December 31, 1999 was capital  expenditures of
$42,467 for plant facilities outfitting.  In the prior year's period, $1,420,101
was expended for two  acquisitions-American  Paints and T-Coast/  Sealco Systems
and $71,875  represented  capital  expenditures.  In this year ago  period,  the
Company  spent  $40,000 on  patents.  There were no  acquisitions  in the recent
period as well as any expenditure for patents.

Cash provided by financing  activities  for the three months ended  December 31,
1999 was  $525,394  as compared to cash  provided  of  $1,571,101  for the three
months ended December 31, 1998.  During the recent  quarter  ended,  The Company
issued  a note  payable  of  $171,000  and  had  $263,709  in  shareholder  loan
repayments.  During the prior year ago period quarter, the Company issued common
stock with an aggregate value of $1,650,000 that included its two acquisitions.

As of December 31, 1999, the Company had net working capital deficit of $243,593
as compared to $20,430 of net working capital at fiscal year ended September 30,
1999. This decrease in net working capital of $264,023 is primarily due to lower
current assets that include  inventory and officer  advances while the Company's
current  liabilities  remained  approximately  the  same  as at  year  end.  The
Company's  current  ratio was 0.8 at December 31,  1999,  and 1.0 at fiscal year
ended September 30, 1999.

The Company is not  presently  profitable  and continues to fund itself from the
proceeds of securities placements and debt financings. Once the Company achieves
profitability,  it will then be in a  position  to fund  itself on an  operating
basis.

The  Company  has   restructured   its  operations  with  a  focused  effort  on
establishing  production  capabilities for the manufacture of microshells at its
own facility.  This initiative  includes the manufacture of certain  proprietary
microshell products for two major prospective customers.

                                       10
<PAGE>

                  THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARY


Management  believes that additional  capital will be needed to fund its present
plan to build  within  this  fiscal  year a  manufacturing  facility  to produce
microshells  for its paint and  coating  technology  products.  The  Company  is
optimistic  that such funds  will be  available  from  investment  or  financing
sources  to  provide  for this  expansion  plan.  Should  funds  not be  readily
available,  management  intends  to again  defer  the  building  of an  expanded
manufacturing facility to a later time when appropriate funding can be arranged.
The  Company  is  in  need  of  funding  to  provide  for  its  working  capital
requirements  over the next six months as its present  operations  are consuming
cash at higher rates.  Should such funding not be  available,  the Company would
have to significantly curtail its present operations.

PART II - OTHER INFORMATION

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

On February 4, 1999, a complaint was filed in the United States  District Court,
Middle District of Florida by Mr. Russell Haraburda and Eden Group, Inc. against
John Pidorenko,  the Company's president, and the Company for monies purportedly
due for  arranging  financing for the Company prior to its IPO in March of 1997.
The Company does not believe any monies are due Mr.  Haraburda  or his firm.  In
addition,  the Company has been assigned two promissory notes of the Eden Group,
Inc., Mr.  Haraburda's firm, that are unpaid. The Company will vigorously defend
itself  in this  matter  and will  seek  full and  complete  payment  under  its
promissory notes from the Eden Group.

On January 5, 1998, NASD Regulation,  Inc. announced that a complaint was issued
on December 23, 1997 charging Monroe Parker Securities,  Inc. and certain of its
officers with price  manipulation and excessive markups in the trading of Steven
Madden,  Ltd. and fraud in the sales of  securities of United  Leisure.  Neither
firm is affiliated  with the Company.  The  complaint  asks for  restitution  to
defrauded investors and potential sanctions that may include a fine, suspension,
individual  bar, or firm  expulsion  from the NASD. To date,  there have been no
adverse effects upon the Company  relating to allegations  against Monroe Parker
Securities, Inc.

Monroe  Parker  Securities,   Inc.  was  the  Company's  investment  banker  and
underwriter  for the public  offering that was concluded on March 19, 1997.  The
underwriter  was granted an  appointee  to the board of directors as a condition
for this  undertaking.  During December 1997,  Monroe Parker ceased  substantive
market making  activities in the Company's  common stock.  On December 19, 1997,
Stephen  Drescher,  who was the Monroe Parker designee to the Company's board of
directors,  resigned  effective  that date.  Since  then,  the  Company  has not
suffered any further consequence of Monroe Parker ceasing operations.


                                       11
<PAGE>

                  THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARY


On February 7, 2000,  the Company's  listing on the NASDAQ Small  Capitalization
Market was suspended for  non-compliance  with its listing  requirements.  Since
that time, the Company's  common stock has been traded on the OTC Bulletin Board
under the symbol VCLL.


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

On February 1, 2000, Mr. Donald Huggins resigned as a member of the board of
directors of the Company. His vacancy was filled by the appointment of Mr. Peter
Thomas.  Mr. Thomas was also appointed to the audit and compensation committees
of the board of directors.


Item 6.        Exhibits and reports on Form 8K
               -------------------------------
None

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   2/18/00           /s/ John Pidorenko
                          ------------------
                          John Pidorenko
                          President and CEO