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

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

     For the quarterly period ended March 31, 2000
                                    -----------------

     [ ] 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 March 31, 2000 was 11,033,653

     Transitional Small Business Disclosure Format:

Yes      No X
    ---    ---

<PAGE>

                                        i

                  THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARY


                                      Index



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

Item 1.  Consolidated Financial Statements

         Consolidated Balance Sheet -
           March 31, 2000................................................ 1 - 2

         Consolidated Statements of Operations -
           Three months and six months ended March 31, 2000 and 1999.....     3

         Consolidated Statements of Changes in Stockholders' Equity
           Six months ended March 31, 2000...............................     4

         Consolidated Statements of Cash Flows -
           Three months and six months ended March 31, 2000 and 1999.....     5

         Notes to Consolidated Financial Statements...................... 6 - 7

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations........................... 8 - 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
                                            (unaudited)

                                               Assets

<TABLE>
<CAPTION>


                                                                                       March 31,
                                                                                         2000
                                                                                   ------------------


<S>                                                                             <C>
Current assets
   Cash                                                                          $            26,065
   Accounts receivable
     Trade, net of allowance for uncollectible accounts
     of $177,570                                                                             470,972
   Inventories                                                                               380,356
   Prepaid expenses and other                                                                  2,159
                                                                                   ------------------

         Total current assets                                                                879,552
                                                                                   ------------------

Property and equipment                                                                     1,698,368
   Less - accumulated depreciation                                                           735,328
                                                                                   ------------------
                                                                                             963,040
                                                                                   ------------------

Other assets
   Deposits                                                                                   62,087
   Prepaid interest                                                                           33,912
   Other intangibles, net of accumulated amortization
     of $65,118                                                                              703,006
                                                                                   ------------------
                                                                                             799,005
                                                                                   ------------------




         Total assets                                                            $         2,641,597
                                                                                   ==================

</TABLE>


See notes to consolidated financial statements.

                                       1
<PAGE>

                           THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES

                                    Consolidated Balance Sheets
                                            (unaudited)

                                Liabilities and Stockholders' Equity


<TABLE>
<CAPTION>

                                                                                       March 31,
                                                                                         2000
                                                                                   ------------------

<S>                                                                               <C>
Current liabilities
   Accounts payable                                                                $         886,841
   Accrued expenses                                                                          737,323
   Accrued payroll and payroll taxes                                                          22,427
   Officer advance                                                                            89,415
   Current maturities of long-term debt
     Notes payable                                                                            34,588
     Capital leases                                                                          101,963
                                                                                   ------------------

         Total current liabilities                                                         1,872,557
                                                                                   ------------------

Long-term debt, net of current maturities
   Notes payable                                                                           1,437,049
   Capital lease obligations                                                                 102,028
                                                                                   ------------------
         Total long-term debt, net of current maturities                                   1,539,076
                                                                                   ------------------

         Total Liabilities                                                                 3,411,633
                                                                                   ------------------

Stockholders' equity
   Common stock, par value $.0001
     Authorized 20,000,000 shares,
     11,033,653 issued and outstanding                                                         1,103

   Additional paid-in capital                                                             10,481,987
   Common stock subscribed                                                                    20,000
   Accumulated deficit                                                                   (11,218,126)
   Treasury stock                                                                            (55,000)
                                                                                   ------------------

         Total stockholders' equity                                                         (770,036)
                                                                                   ------------------


         Total liabilities and stockholders' equity                              $         2,641,597
                                                                                   ==================

</TABLE>


See notes to consolidated financial statements.


                                       2

<PAGE>

<TABLE>
<CAPTION>

                                        THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES

                                             Consolidated Statements of Operations
                                                          (unaudited)


                                                      For the Three Months Ended                  For the Six Months Ended
                                                  -----------------------------------         ----------------------------------
                                                    March 31,            March 31,              March 31,            March 31,
                                                       2000                 1999                  2000                 1999
                                                  ---------------       -------------         --------------        ------------

<S>                                              <C>                 <C>                   <C>                   <C>
Revenue
     Sales                                        $    1,274,507      $    1,128,941        $     2,476,702       $   1,940,351

Less cost of sales                                       925,342             778,702              1,815,670           1,351,845
                                                  ---------------       -------------         --------------        ------------

     Gross profit                                        349,165             350,239                661,031             588,506

Selling, general and administrative
     expenses                                          2,733,163             667,854              3,884,786           1,185,314
                                                  ---------------       -------------         --------------        ------------

                  Loss from operations                (2,383,998)           (317,615)            (3,223,755)           (596,808)
                                                  ---------------       -------------         --------------        ------------

Other income (expense)
     Interest income                                           -                   -                      -               4,431
     Interest expense                                    (80,383)             (6,629)              (162,685)             (9,464)
     Loss on closure of division                        (912,347)                  -               (912,347)                  -
                                                  ---------------       -------------         --------------        ------------

                  Total other income (expense)          (992,730)             (6,629)            (1,075,032)             (5,033)
                                                  ---------------       -------------         --------------        ------------

                  Loss before income taxes            (3,376,728)           (324,244)            (4,298,787)           (601,841)

Income taxes
     Deferred income tax benefit                               -              64,848                      -             120,367
                                                  ---------------       -------------         --------------        ------------

                  Net loss                        $   (3,376,728)     $     (259,396)       $    (4,298,787)      $    (481,474)
                                                  ===============       =============         ==============        ============


Basic loss per common share                       $        (0.33)     $        (0.03)       $         (0.43)      $       (0.06)
                                                  ===============       =============         ==============        ============

Weighted average number of
     common shares outstanding                        10,171,153           8,452,420              9,971,153           7,593,643
                                                  ===============       =============         ==============        ============

</TABLE>

See notes to consolidated financial statements.

                                       3
<PAGE>

                 THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES

           Consolidated Statements of Changes in Stockholders' Equity
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                                Common Stock
                                                       Common Stock              Subscribed
                                                   ---------------------  ------------------------
                                                    Number of             Number of
                                                     Shares       Amount    Shares        Amount
                                                   -----------  --------  ----------   -----------
<S>                                               <C>        <C>         <C>        <C>
Balance September 30, 1999                          9,433,653 $     943           -  $          -

Issuance of stock for payment of services           1,300,000       130           -             -
Issuance of stock for acquisition                     300,000        30           -             -
Common stock subscribed                                     -         -     200,000        20,000
Payments associated with stockholder loan, net              -         -           -             -
Net loss for period ended March 31, 2000                    -         -           -             -
                                                   -----------  --------  ----------   -----------
Balance March 31, 2000                             11,033,653 $   1,103     200,000  $     20,000
                                                   ===========  ========  ==========   ===========

</TABLE>

<TABLE>
<CAPTION>

     Additional
     Paid-in      Accumulated Notes Receivable, Treasury
     Capital       Deficit      Stockholder     Stock        Total
    ----------  -------------  -----------   -----------  ------------
<S>           <C>            <C>           <C>          <C>
  $ 9,519,168  $  (6,919,339) $  (147,035)  $   (55,000) $  2,398,736

      797,849              -            -             -       797,979
      164,970              -            -             -       165,000
            -              -            -             -        20,000
            -              -      147,035             -       147,035
            -     (4,298,787)           -             -    (4,298,787)
    ----------  -------------  -----------   -----------  ------------
  $ 10,481,987 $ (11,218,126) $         -   $   (55,000) $   (770,036)
    ==========  =============  ===========   ===========  ============

</TABLE>

See notes to consolidated financial statements.

                                       4
<PAGE>

                        THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES

                             Consolidated Statements of Cash Flows
                                          (unaudited)

<TABLE>
<CAPTION>
                                                                   For the Six Months Ended
                                                                --------------------------------
                                                                  March 31,         March 31,
                                                                    2000              1999
                                                                --------------    --------------

<S>                                                           <C>               <C>
Cash flows from operating activities:
   Reconciliation of net loss to net cash
     used in operating activities
      Net loss                                                   $ (4,298,787)       $ (481,474)
      Adjustments to reconcile net loss to net
        cash used in operating activities
        Depreciation                                                  121,420            82,892
        Amortization                                                   70,401            12,281
        Write off of goodwill                                       1,115,826                 -
        Deferred income tax benefit                                         -          (120,367)
        Loss on closure of division                                   912,347                 -
      Changes in assets and liabilities, net of acquisitions
        (Increase) decrease in accounts and notes receivable           21,852          (104,256)
        (Increase) decrease in inventories                            161,577           (11,497)
        (Increase) decrease in prepaid and other assets               174,561          (321,436)
        Increase (decrease) in accounts payable                      (112,120)          111,625
        (Decrease) increase in accrued expenses                       598,597          (194,487)
        Increase in officer advance                                    89,415                 -
        Common stock issued for services                              797,979           300,000
                                                                --------------    --------------
              Net cash used in operating activities                  (346,930)         (726,719)
                                                                --------------    --------------

Cash flows from investing activities
   Capital expenditures                                              (135,258)          (70,495)
   Acquisitions                                                      (215,000)       (1,475,006)
   Expenditures for patent, net                                             -           (41,200)
                                                                --------------    --------------
              Net cash used in investing activities                  (350,258)       (1,586,701)
                                                                --------------    --------------

Cash flows from financing activities
   Proceeds from issuance of common stock                                   -         2,212,888
   Common stock issued for acquisitions                               165,000                 -
   Proceeds from common stock subscription                             20,000                 -
   Proceeds from issuance of notes payable & capital leases           232,771            56,140
   Proceeds from issuance of convertible note                               -           500,000
   Principal payments on notes payable & capital leases               (57,960)                -
   Principal advances on stockholder loan                                   -          (131,116)
   Proceeds from payments on stockholder loan                         303,269                 -
                                                                --------------    --------------
              Net cash provided by financing activities               663,080         2,637,912
                                                                --------------    --------------

              Net increase (decrease) in cash                         (34,108)          324,492

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

Cash ending                                                 $          26,065  $        391,897
                                                                ==============    ==============


</TABLE>


See notes to consolidated financial statements.

                                       5
<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 six months ended March 31, 2000 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 March 31, 2000 and March 31, 1999 was  10,171,153  and
8,452,420,  respectively.  For the six month  periods  ended  March 31, 2000 and
March 31, 1999 the weighted  average number of shares  outstanding was 9,971,153
and 7,593,643, respectively.

Note 3 - Equity Transactions

Please refer to Audited  Consolidated  Financial  Statements  consisting  of the
Company's  balance  sheet as of September  30, 1999,  and related  statements of
operations,  changes in stockholders' equity, and cash flows ended September 30,
1999,  as audited by  Cherry,  Bekaert,  &  Holland,  L.L.P.,  Certified  Public
Accountants.

On February  14,  2000 the  Company  issued  850,000  shares of common  stock to
employees,  directors and  consultants in a Regulation S-8 filing.  These shares
represented  compensation  for the  services  performed  and to be  performed by
employees,   directors,  and  consultant  and  was  utilized  to  minimize  cash
disbursements.

On  February 2, 2000,  the  company  issued  300,000  shares of common  stock to
complete the acquisition of Silab Resarch Center, Inc., a Daytona Beach, Florida
based research and development facility.

On March 29, 2000,  the board of directors  authorized a 1-for-4  reverse  stock
split effective April 14, 2000.

Note 4 - Contingencies

On June 10, 1999, the Company and Innovation Associates,  Inc. ("IA") reached an
agreement  to settle  litigation  that was  commenced  by IA for  trade  secrets
misappropriation  among other matters.  As part of the  settlement,  the Company
agreed to license certain patents relating to microspheres that are owned by IA.
Consideration  for such  license was the payment of $25,000 and the  issuance of
$500,000  worth of the Company's  common stock that was legended.  A requirement
with the issuance of this common stock was that registration of these securities
occur  within 180 days of the  signing of the  agreement.  The  Company  did not
register  these shares  within the  prescribed  period and is obligated to issue
additional shares of common stock having a value of $125,000.  The Company plans
to issue 29,412 shares of common stock to satisfy this payment  obligation.  The
Company  plans to utilize the IA patents to  strengthen  its patent  position in
this area.

                                       6
<PAGE>


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  then  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.  that are unpaid.  The Company will  vigorously  challenge any
demand  for  payment  by Mr.  Haraburda  and will  seek full  payment  under its
promissory  notes  from  the  Eden  Group.  A  trial  in the  summer  of 2000 is
anticipated.

                                       7
<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

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

The Company's  business strategy is to (i) expand the marketing and distribution
of  ThermaCool(TM)  paints  and  coatings,  (ii)  develop  and  manufacture  the
Company's own shells and (iii) expand the shell  technology  to other  products,
such as drywall, gypsum board, home siding materials, and space foam insulation,
among others.

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

On March 19, 1997, the Company  completed a public offering for 1,375,000 Units,
each Unit  consisting  of one share of Common Stock,  $.0001 par value,  and one
Series A Redeemable Common Stock Purchase Warrant, at a price of $4.00 per Unit.
In addition,  the underwriter  exercised its over-allotment  purchase option and
purchased 206,250 additional Units at the initial per Unit public offering price
less the  underwriting  discounts  and  commission.  The net proceeds  from this
offering were more than $4.7 million.

On July 28,  1997,  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 so that
it would have a larger  manufacturing  facility  to both  expand  production  of
paints and coatings and to obtain an established marketing  distribution channel
that included  major  accounts  such as Builders  Square,  Ace  Hardware,  among
others.

On March 2, 1998, 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 is classified as a purchase  transaction.
This facility was closed during August of 1999.

                                       8
<PAGE>


On  October  15,  1998,  the  Company  agreed to acquire  T-Coast  Pavers/Sealco
Systems,  Inc.,  which  had  annual  revenues  of about $2  million.  ThermaCell
acquired  these  associated  businesses  effective  December 1, 1998 for 300,000
shares of its common  stock valued at $300,000  and in an  employment  agreement
with its founder and key  executive,  a payment of an additional  300,000 shares
over the three year employment period.  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, 1998.
American Paints was operated until March 30, 2000 at which time it was closed to
avoid future operating losses.

The Company has  sustained  significant  operating  losses since its  inception.
Management's  strategy  of  expanding  into  the  ThermaCool(TM)  product  line,
developing a commercially viable manufacturing  process for shells and expansion
into new markets for its shell  technology  may result in the Company  incurring
additional losses due to the 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 March 31, 2000 compared to three months ended March 31, 1999

Total  consolidated  revenue  for the three  months  ended  March  31,  2000 was
$1,274,507  compared to $1,128,941 for the same period of 1999, which represents
an increase of $145,566,  or 13%. This increase was primarily  attributed to the
additional  revenues of two  acquisitions:  American  Paints and  T-Coast/Sealco
Systems, Inc. The revenues for the Company's existing business declined for this
period over the prior period.  This decline  resulted from the loss of customers
at Atlas Chemicals that impacted its revenues for the period.

Gross profit  margins were 27.4% and 31.0%,  respectively,  for the  three-month
period  ended March 31,  2000,  as compared to the prior  period ended March 31,
1999.  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  has  traditionally  had gross
profit  margins  in  the  16%  range.  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.

For  the  three  months  ended  March  31,  2000,  total  selling,  general  and
administrative  expenses  were  $2,733,163  as compared to $667,854 for the same
period of the previous year, an increase of $2,065,309 or 309%. This substantial
increase  is the  result of the  write-off  of  goodwill  related  to all of the
company's  previous  acquisitions  amounting to  $1,115,826,  together  with the
severance  compensation  with the  company's  former  president in the amount of
$600,000,  and fees and compensation and fees paid in the company's common stock
to employees, consultants, and directors in the total amount of $467,500.

The company accounts for its long-lived  assets in accordance with the Financial
Accounting  Standards Board Statement No. 121,  Accounting for the Impairment of
Long-Lived  Assets and for Long-Lived  Assets to be Disposed Of ("Statement  No.
121").  The company  reviews for  impairment of  long-lived  assets and goodwill
related to those assets to be held and used in the business  whenever  events or
changes in  circumstances  indicate that the carrying amount of an asset may not
be  recoverable.  In the recent second  quarter of this Fiscal Year,  management
identified  impairment  of its goodwill  values for prior  acquisitions.  It was
determined  by present  management  that to be in  compliance  with FASB121 that
mandates the  continual  valuation  review of the  company's  assets that it was
appropriate  for the company to  completely  reduce the  goodwill  carry  values
because of the substantial  doubts of the company continuing as a going concern.
As a consequence  of this  analysis,  goodwill of $1,115,826 was expensed in the
current period ended March 31, 2000.

                                       9
<PAGE>


In an effort to become  profitable,  the Company has taken major steps to reduce
it  administrative  overhead  that  included  administrative   personnel.   This
initiative  also  included  the closing of its  American  Paints  facility  that
resulted in a one-time  charge of $912,347  for this closure in the period ended
March 31, 2000.  Customers of American  Paint will  continue to be served by the
Atlas  Chemical  facility in Miami that will  continue in  operation  and should
benefit from the increased production volume.

The Company experienced a loss from operations of $2,383,998 for the three-month
period ended March 31, 2000 as compared to a loss of $317,615 for the same prior
year period. This increase in the operating loss over that of the preceding year
period reflects the lower gross margin  contribution from the Company's revenues
and the  substantially  higher S. G & A expense which included the write-down of
goodwill.  Management anticipates that after this quarter, higher level of sales
and  lower  future  S, G & A  expenses  will  result  in  improvement  in future
operating performances and eventually profitable operations.

During the period  ended March 31, 2000  interest  expense  increased to $80,383
compared to $6,629 in the year ago period ended March 31,  1999,  an increase of
$73,754. The increase is attributable to the convertible subordinated debt issue
that the Company  received  during the fiscal year ended  September 30, 1999. No
conversion has been elected during the present quarter ended March 31, 2000.

There was provision  for income tax benefit for the present  quarter ended March
31, 2000 as there was in the prior year ago period in the amount of $64,848.

The basic  loss and basic  loss per share  were  $3,376,728  and $0.33 per share
respectively,  for the three  months ended March 31, 2000 as compared to a basic
loss and basic loss per share of $259,396  and $.03  respectively,  for the same
period in 1999.  This loss  represents a 12- fold  increase  over the basic loss
experienced  in the year ago  quarter.  The loss per  share for the  period  was
substantially  higher than the previous  year ago period.  The weighted  average
shares  outstanding  for the  quarter  ended March 31,  2000 was  10,171,153  as
compared to 8,452,420 for the preceding year quarter ended March 31, 1999.

With the  recent  management  changes  within  the  Company,  an effort has been
undertaken  to focus in the recent  quarter  ended March 31, 2000, on increasing
the production  volume of paint and coating  manufacture in the Atlas Chemicals'
Miami production facility.  Presently, all paints are manufactured at that Miami
location. In addition,  management has reduced the number of stock keeping units
of paint and  coating  products  to focus on more  efficiently  produce the more
significant paint and coating  products.  Once the Miami facility is profitable,
management will seek to aggressively market its paint and coatings products to a
larger  customer  base while  maintaining  an  emphasis on  profitability.  This
strategy will be to expand within Florida markets and then the Sunbelt Region of
the United States.  Management  continues to be optimistic about the benefits of
its near-term strategy.

The Company anticipates  improvement in raw material  purchasing  economies that
will result in cost savings in its purchases in manufacturing. This benefit will
be realized in the third and fourth  quarters of this fiscal  year.  The Company
also anticipates  improvement in gross profit margins during the balance of this
fiscal year resulting from improved purchasing  economies and the sale of fewer,
but more profitable products.

Six months ended March 31, 2000 compared to six months ended March 31, 1999

Total revenue for the six months ended March 31, 2000 was $2,476,702 compared to
$1,940,351  for the same  period  of  1999,  which  represents  an  increase  of
$536,351,   or  28%.  The  increase  was  primarily  the  result  of  the  sales
contribution of the American Paints and T-Coast acquisitions.

                                       10
<PAGE>


Gross profit margins were 27% and 30%,  respectively,  for the six-month  period
ending  March 31, 2000 as compared to the prior  period  ending  March 31, 1999.
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 T-Coast  acquisitions.  T-Coast has  traditionally  had gross
profit margins in the 16% range.

For  the  six  months  ended  March  31,  2000,   total  selling,   general  and
administrative  expenses were  $3,884,786 as compared to $1,185,314 for the same
period of the previous year, an increase of approximately  $2,699,472,  or 227%.
This substantial  increase is the result of the write-off of goodwill related to
all of the company's  previous  acquisitions  amounting to $1,115,826,  together
with the severance  compensation  with the company's  former  president,  in the
amount of $600,000, and compensation and fees paid in the company's common stock
to  employees,  consultants,  and  directors  in the total  amount of  $467,500.
Management  anticipates  that future S, G & A expenses as a percentage  of sales
will be at lower levels than has been historically experienced by the company by
its present actions. By controlling its S G & A expenses,  management expects to
improve future operating performance.

The company accounts for its long-lived  assets in accordance with the Financial
Accounting  Standards Board Statement No. 121,  Accounting for the Impairment of
Long-Lived  Assets and for Long-Lived  Assets to be Disposed Of ("Statement  No.
121").  The company  reviews for  impairment of  long-lived  assets and goodwill
related to those assets to be held and used in the business  whenever  events or
changes in  circumstances  indicate that the carrying amount of an asset may not
be  recoverable.  In the recent second  quarter of this Fiscal Year,  management
identified impairments of its goodwill value for its prior acquisitions.  It was
determined  by present  management  that to be in  compliance  with FASB121 that
mandates the  continual  valuation  review of the  company's  assets that it was
prudent for the company to completely  reduce the goodwill  carry values because
of the substantial doubts of the company continuing as a going concern.

The Company  experienced a loss from  operations of $3,223,755 for the six-month
period  ending  March 31, 2000 as  compared  to a loss of $596,808  for the same
prior year period that amounted to a $2,626,947  loss  increase,  or 440%.  This
loss  is  attributed  to the  higher  level  of S G & A  expense  including  the
write-down of goodwill for the six month period ended March 31, 2000 as compared
to the prior year's six month period.

During the six-month period ended March 31, 2000 interest  expense  increased to
$162,685  compared to $9,464 in the year ago  six-month  period  ended March 31,
1999, an increase of $153,221.  The increase is  attributable to the convertible
subordinated  debt issue that the Company  received during the fiscal year ended
September  30,  1999.  In the prior  period ended March 31, 1999 the company had
interest  income in the amount of $4,4431.  There was not any interest income in
the current period.

Based upon management's  current estimates of future taxable income,  management
has  determined  that a valuation  allowance  of one hundred  percent  (100%) is
appropriate  during the current six month period  ended March 31,  2000.  In the
prior year ago six-month period, a fifty percent valuation allowance was used to
represent that portion of deferred taxes that may be realized in the future.

The basic  loss was  $4,298,787  for the six  months  ended  March  31,  2000 as
compared to a net loss of $481,474 for the same period in 1999. This represented
an  increase in the loss of  $3,817,313  for this period as compared to the year
before six-month period ended March 31, 1999. The basic loss per share was $0.43
for the six months ended March 31, 2000 as compared to a $0.06 per share for the
same  six  months  period  in  1999.  There  is not a  diluted  loss  per  share
presentation as it would be anti-dilutive for both these periods.

This current  six-month  period loss per share was higher even though there is a
dilutive  effect with more common  shares  being  outstanding.  During these two
comparable  periods,  the weighted  average  shares  outstanding  increased from
7,593,642 to 9,971,153,  or 31%.  This  increase is primarily  attributed to the

                                       11
<PAGE>

conversion of preferred  stock held by the Company's  former  president that was
converted to common stock.  Such conversion  permitted that officer to repay the
Company for advances and loans that he had previously  taken and thereby provide
working capital for the Company.

LIQUIDITY AND CAPITAL RESOURCES

To  date,  the  Company  has  largely  funded  its  operations  and its  product
development  activities  with  funds  provided  by issuing  securities  and from
borrowings.  During the six months  ended,  the Company  received  $232,771 from
borrowings  and $303,269 of proceeds  from the repayment of  stockholder  loans.
This  represented  approximately  80% of the  $663,080  of net cash  provided by
financing activities.

Net cash used in  operating  activities  for the six months ended March 31, 2000
was  $346,930  compared  to net cash used of $726,719  for the six months  ended
March 31, 1999.  This  decrease in cash used by operating  activities is despite
the higher net loss that was offset by the  write-off  of goodwill in the amount
of $1,115,826,  the loss on closure of a division in the amount of $912,347, the
issuance  of  common  stock in the  amount of  $797,979  for  services,  and the
increase in accrued expenses of $598,597.

Cash used in  investing  activities  for the six months ended March 31, 2000 and
1999 were $350,258 and $1,586,701,  respectively.  The principal use of funds in
the six-month period ended March 31, 2000 was the acquisition of Silabs Inc. and
the balance for capital expenditures.  In addition, capital expenditures for the
recent period  increased to $135,258 from $70,495 over the prior year's  period.
There were two  acquisitions  amounting to  $1,475,006 in the year ago period as
compared to one for $215,000 in the present period.

Cash  provided by financing  activities  for the six months ended March 31, 2000
was $663,080 as compared to $2,637,912  for the six months ended March 31, 1999.
During the  present  six months  period,  the  Company  received  $232,771  from
borrowings  and $303,269 of proceeds  from the repayment of  stockholder  loans.
This  represented  approximately  80% of the  $663,080  of net cash  provided by
financing activities.  The year ago period included $2,212,888 from the issuance
of common stock together with $500,000 from the issuance of a convertible note.

As of March 31, 2000,  the Company had net working  capital  deficit of $993,005
and a current of 0.47.  Management  is  seeking to obtain  funding to remedy its
working  capital  deficiency.  It has recently  finalized the terms of a funding
with  PAMG,  LLC,  a Florida  based  company,  for an equity  infusion  of up to
$1,000,000.  The first  tranche of this  funding in the  amount of  $500,000  is
scheduled to close on June 3, 2000. PAMG has advanced the Company some funds for
its working capital needs in  anticipation  of this closing.  The Company is not
presently  profitable  and  continues  to  fund  itself  from  the  proceeds  of
securities placements. Once the Company achieves profitability,  it will then be
in a position to fund itself on an operating basis.

Management  believes that additional  capital will be needed to fund its present
plan to manufacture its microshell  technology  products,  as well as, new paint
and coating products. Management 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 defer capital expenditures
until a later time when appropriate  funding can be arranged.  The Company is in
need of additional funding to provide for its working capital  requirements over
the next six months despite the $1,000,000  funding  anticipated with PAMG, LLC.
Should such funding not be available,  the Company would have to further curtail
its present operations to achieve breakeven operations.

PART II - OTHER INFORMATION

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

                                       12
<PAGE>


On June 10, 1999, the Company and Innovation Associates,  Inc. ("IA") reached an
agreement  to settle  litigation  that was  commenced  by IA for  trade  secrets
misappropriation  among other matters.  As part of the  settlement,  the Company
agreed to license certain patents relating to microspheres that are owned by IA.
Consideration  for such  license was the payment of $25,000 and the  issuance of
$500,000  worth of the Company's  common stock that was legended.  A requirement
with the issuance of this common stock was that registration of these securities
occur within 180 days of the signing date of the agreement.  The Company did not
register  these shares  within the  prescribed  period and is obligated to issue
additional shares of common stock having a value of $125,000.  The Company plans
to issue 29,412 shares of common stock to satisfy this payment  obligation.  The
Company  plans to utilize the IA patents to  strengthen  its patent  position in
this area.

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  then  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.  that are unpaid.  The Company will  vigorously  challenge any
demand  for  payment  by Mr.  Haraburda  and will  seek full  payment  under its
promissory  notes  from  the  Eden  Group.  A  trial  in the  summer  of 2000 is
anticipated.


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

     On March 1, 2000, John Pidorenko  resigned as president and chief executive
officer of the company and as a member of the board of directors.

     On March 6, 2000,  Peter Thomas was  appointed  President of the company to
fill the  vacancy  created by the  resignation  of Mr.  Pidorenko.  Mr.  Maurice
Malacarne was appointed  Executive Vice President of the company.  On that date,
Peter  Leighton was also appointed to the board of directors to fill the vacancy
created with the resignation of Mr. Pidorenko.

     On March 29, 2000 the board of directors authorized a 1-for-4 reverse stock
split effective April 14, 2000.


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

          Form 8-K filed on May 2, 2000,  containing  information  regarding the
termination of Cherry Bekaert & Holland,  L.L.P.  as the company's  auditors and
the   appointment  of  Pender   Newkirk  &  Company  as  successor   independent
accountants.


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    5/22/2000
                                 /s/ Peter Thomas
                                 ----------------
                                 Peter Thomas
                                 President