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, 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       No X
    ---     ---

         The number of shares  outstanding of the Issuer's Common Stock,  $.0001
Par Value, as of December 31, 2000 was 6,107,109.

         Transitional Small Business Disclosure Format:

Yes      No  X
    ---     ---

<PAGE>

                 THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES


                                      Index

                 Three Months Ended December 31, 2000 and 1999
                                  (Unaudited)




                                                                          Page
Part I - Financial Information                                            ----

Item 1.  Consolidated Financial Statements

         Consolidated Balance Sheet -
           December 31, 2000..............................................  1

         Consolidated Statements of Operations -
           Three months ended December 31, 2000 and 1999..................  2

         Consolidated Statements of Changes in Stockholders' Deficit
           Three months ended December 31, 2000...........................  3

         Consolidated Statements of Cash Flows -
           Three months ended December 31, 2000 and 1999..................  4

         Notes to Consolidated Financial Statements.......................5 - 8

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations............................9 - 12

Part II - Other Information

Item 1. Legal Proceedings................................................. 13


Signatures................................................................ 14


                                       i
<PAGE>

                 ThermaCell Technologies, Inc. and Subsidiaries

                           Consolidated Balance Sheet

                          December 31, 2000 (Unaudited)
<TABLE>
<CAPTION>


<S>                                                                                              <C>
Assets
Current assets:
    Cash                                                                                               $     77,442
    Cash held in trust account                                                                                6,500
    Accounts receivable, trade, net of allowance for uncollectible accounts of $10,000                       66,448
    Prepaid expenses and other                                                                               76,600
                                                                                                       ------------
Total current assets                                                                                        226,990
                                                                                                       ------------

Property and equipment, net of accumulated depreciation                                                     677,014
                                                                                                       ------------

Other assets:
    Deposits                                                                                                 30,555
    Prepaid expenses                                                                                         22,175
    Other intangibles, net of accumulated amortization of $237,034                                          599,304
                                                                                                       ------------
Total other assets                                                                                          652,034
                                                                                                       ------------

                                                                                                       $  1,556,038
                                                                                                       ============

Liabilities and Stockholders' Deficit
Current liabilities:
    Accounts payable                                                                                   $    744,918
    Accrued expenses                                                                                        706,548
    Accrued payroll                                                                                          14,964
    Current maturities of long-term debt:
        Notes payable                                                                                       150,441
        Capital leases                                                                                      280,815
                                                                                                       ------------
Total current liabilities                                                                                 1,897,686
                                                                                                       ------------

Long-term liabilities:
    Accrued expenses                                                                                        212,924
    Notes payable, net of current maturities                                                              1,367,908
                                                                                                       ------------
Total long-term liabilities                                                                               1,580,832
                                                                                                       ------------

Stockholders' deficit:
    Preferred stock, Series A; $.0001 par value; 5,000,000 shares authorized;  0
        shares issued and outstanding
    Preferred stock,  Series B convertible;  $1,000 stated value; 8.0% dividend;
        1,500 shares authorized; 0 shares issued and outstanding
    Common stock; $.0001 par value; 20,000,000 shares authorized; 6,147,109
        shares issued; 6,107,109 shares outstanding                                                             615
    Additional paid-in capital                                                                           11,659,041
    Common stock payable                                                                                    181,706
    Common stock receivable                                                                                 (72,500)
    Accumulated deficit                                                                                 (13,636,342)
    Treasury stock; 40,000 common shares                                                                    (55,000)
                                                                                                       ------------
Total stockholders' deficit                                                                              (1,922,480)
                                                                                                       ------------

                                                                                                       $  1,556,038
                                                                                                       ============
</TABLE>

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

                                       1
<PAGE>


                 ThermaCell Technologies, Inc. and Subsidiaries

                Consolidated Statements of Operations (Unaudited)


<TABLE>
<CAPTION>

                                                                                           Three Months Ended
                                                                                               December 31,
                                                                                  ---------------------------------
                                                                                        2000              1999
                                                                                  ---------------------------------

<S>                                                                               <C>                <C>
Sales                                                                             $     467,632      $      504,880

Cost of sales                                                                           445,895             440,038
                                                                                  ---------------------------------

Gross profit                                                                             21,737              64,842

Selling, general and administrative expenses                                            216,154             759,300
                                                                                  ---------------------------------

Loss from operations                                                                   (194,417)           (694,458)

Other expense:
    Interest expense                                                                    (66,582)            (81,254)
                                                                                  ---------------------------------

Loss from continuing operations before income taxes                                    (260,999)           (775,712)

Income taxes                                                                                  0                   0
                                                                                  ---------------------------------

Loss from continuing operations after income taxes                                     (260,999)           (775,712)

Discontinued operations:
    Income (loss) from operations of discontinued division                                3,770            (146,347)
                                                                                  ---------------------------------

Net loss                                                                          $    (257,229)      $    (922,059)
                                                                                  =================================

Earnings per share:
    Basic loss per common share from continuing operations                        $       (.043)      $        (.33)
    Basic income (loss) per share from discontinued operations                             .001                (.06)
                                                                                  ---------------------------------

Net loss per share                                                                $       (.042)      $        (.39)
                                                                                  =================================

Weighted average number of common shares outstanding                                  6,147,109           2,377,788
                                                                                  =================================

</TABLE>


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

                                       2
<PAGE>

                 ThermaCell Technologies, Inc. and Subsidiaries

           Consolidated Statement of Changes in Stockholders' Deficit

                Three Months Ended December 31, 2000 (Unaudited)


<TABLE>
<CAPTION>



                                                   Series A                    Series B
                                                 Preferred Stock             Preferred Stock       Common  Stock
                                           ------------------------      ----------------------  -----------------
                                              Shares       Amount         Shares       Amount    Shares     Amount
                                           ------------------------------------------------------------------------


<S>                                        <C>         <C>            <C>           <C>      <C>          <C>
Balance, September 30, 2000                      0           $ 0            0           $  0    6,147,109  $   615

Common stock paid for, not
    issued

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

Balance, December 31, 2000                       0           $ 0            0           $  0    6,147,109  $   615
                                           =========================================================================

</TABLE>
The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.


<PAGE>

<TABLE>
<CAPTION>

   Additional          Common           Common
    Paid-In            Stock            Stock         Accumulated            Treasury
    Capital           Payable         Receivable        Deficit               Stock             Total
-------------------------------------------------------------------------------------------------------

<S>                 <C>                <C>             <C>                 <C>            <C>
$    11,659,041     $   105,500        $  (72,500)     $  (13,379,113)     $  (55,000)    $  (1,741,457)


                         76,206                                                                  76,206

                                                             (257,229)                         (257,229)
-------------------------------------------------------------------------------------------------------

$    11,659,041     $   181,706        $  (72,500)     $  (13,636,342)     $  (55,000)    $  (1,922,480)
=======================================================================================================


</TABLE>

                                       3
<PAGE>

<TABLE>
<CAPTION>


                 ThermaCell Technologies, Inc. and Subsidiaries

                Consolidated Statements of Cash Flows (Unaudited)




                                                                                            Three Months Ended
                                                                                                December 31,
                                                                                      -----------------------------
                                                                                          2000             1999
                                                                                      -----------------------------
<S>                                                                                <C>               <C>
Operating activities
    Net loss                                                                          $  (257,229)     $   (922,059)
                                                                                      -----------------------------
    Adjustments to reconcile net loss to net cash
        used by operating activities:
           Depreciation and amortization                                                   45,869           100,400
           Amortization of discount on notes payable                                       27,815
           (Increase) decrease in:
               Accounts receivable and notes receivable                                    59,228           330,479
               Inventory                                                                                    (79,172)
               Officer advance                                                              6,900           122,543
               Prepaid and other assets                                                    19,150           (88,708)
           Increase (decrease) in:
               Accounts payable                                                           (69,237)          (15,778)
               Accrued expenses                                                            47,165             9,194
                                                                                      -----------------------------
    Total adjustments                                                                     136,890           378,958
                                                                                      -----------------------------
    Net cash used by operating activities                                                (120,339)         (543,101)
                                                                                      -----------------------------

Investing activities
    Purchase of property and equipment                                                                      (42,467)
    Decrease in trust account                                                              21,000
                                                                                      -----------------------------
    Net cash provided (used) by investing activities                                       21,000           (42,467)
                                                                                      -----------------------------

Financing activities
    Proceeds from issuance of notes payable                                                94,482           261,686
    Proceeds from sale of common stock                                                     76,206
    Principal payments on capital leases                                                   (6,786)
    Proceeds from payments on stockholder loan                                                              263,709
                                                                                      -----------------------------
    Net cash provided by financing activities                                             163,902           525,395
                                                                                      -----------------------------

Net increase (decrease) in cash                                                            64,563           (60,173)

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

Cash at end of period                                                                 $    77,442      $          0
                                                                                      =============================

</TABLE>

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

                                       4
<PAGE>

                 ThermaCell Technologies, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

            Three Months Ended December 31, 2000 and 1999 (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  months  ended  December  31,  2000 and 1999,  (b) the
financial  position at December 31, 2000, and (c) cash flows for the three-month
periods ended December 31, 2000 and 1999, have been made.

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

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

Certain  minor  reclassifications  have  been  made  to  the  1999  consolidated
financial statements to conform to the classifications used in 2000.


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
$13,636,000  and negative  working  capital of  approximately  $1,671,000  as of
December 31, 2000, and total liabilities exceeding total assets by approximately
$1,922,000 as of December 31, 2000. In addition, the Company has certain default
judgments against them.  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

            Three Months Ended December 31, 2000 and 1999 (Unaudited)



3.      Segment Information

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

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

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

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

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

<TABLE>
<CAPTION>


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

<S>                                                     <C>          <C>           <C>          <C>
    Sales                                                                             $467,632     $ 467,632

    Less cost of sales                                                                 445,895       445,895
                                                        ------------------------------------------------------

    Gross profit                                                                        21,737        21,737

    Selling, general and administrative                                $ 193,316        22,838       216,154
                                                        ------------------------------------------------------

    Loss from operations                                                (193,316)       (1,101)     (194,417)

    Other expenses:
        Interest expense                                                 (64,025)       (2,557)      (66,582)
                                                        ------------------------------------------------------

    Loss from continuing operations
        before income taxes                                             (257,341)       (3,658)     (260,999)

    Income from discontinued operations                 $ 3,770                                        3,770
                                                       -------------------------------------------------------

    Net income (loss)                                   $ 3,770        $(257,341)     $ (3,658)    $(257,229)
                                                       =======================================================

</TABLE>

                                       6
<PAGE>

                 ThermaCell Technologies, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

            Three Months Ended December 31, 2000 and 1999 (Unaudited)



3.      Segment Information (continued)

The following table presents  information about the results of operations of the
Company's business segments for the three months ended December 31, 1999:

<TABLE>
<CAPTION>


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

<S>                                          <C>            <C>             <C>              <C>
        Sales                                                 $   20,000      $ 484,880        $ 504,880

        Less cost of sales                                                      440,038          440,038
                                             -------------------------------------------------------------

        Gross profit                                              20,000         44,842           64,842

        Selling, general and administrative
           expenses                                              707,145         52,155          759,300
                                             -------------------------------------------------------------

        Loss from operations                                    (687,145)        (7,313)        (694,458)

        Interest expense                                         (77,082)        (4,172)         (81,254)
                                             -------------------------------------------------------------

        Loss from continuing operations
           before income taxes                                  (764,227)       (11,485)        (775,712)

        Income taxes                                                   0              0                0
                                             -------------------------------------------------------------

        Loss from continuing operations
           after income taxes                                   (764,227)       (11,485)        (775,712)

        Loss from discontinued operations    $ (146,347)                                        (146,347)
                                             -------------------------------------------------------------

        Net loss                             $ (146,347)      $ (764,227)       $(11,485)      $(922,059)
                                             =============================================================

</TABLE>

4.      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.  Income (loss) on discontinued  operations  represents the
activity for the period ended December 31, 1999 and the period beginning October
1, 2000 through the date of disposal.


                                       7
<PAGE>

                 ThermaCell Technologies, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

            Three Months Ended December 31, 2000 and 1999 (Unaudited)



4.      Discontinued Operations (continued)

Summarized results of the paint division are as follows:


                                                    2000             1999
                                               -----------------------------
Net sales                                      $   146,050      $    697,314
                                               =============================
Operating income (loss)                        $     3,770      $   (146,347)
                                               =============================
Income (loss) from discontinued operations     $     3,770      $   (146,347)
                                               =============================

The  remaining  assets  and  liabilities  of the paint  division  consist of the
following in the December 30, 2000 consolidated balance sheet:

        Current assets                                          $      2,448
        Current liabilities                                         (505,157)
                                                                ------------
        Net liabilities assumed                                 $   (502,709)
                                                                ============

                                        8
<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 has 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

                                       9
<PAGE>


major accounts such as Ace Hardware, Lowes, and others. This facility was closed
on November 24, 2000 because of the lack of funds to maintain the operation. All
personnel were terminated on that date.

We acquired T-Coast Pavers/Sealco  Systems, Inc. on December 1, 1998 for 300,000
shares of its common stock, then valued at $300,000 and an employment  agreement
with its founder and key  executive  for the  payment of an  additional  300,000
shares  over the  three  three-month  period  employment  period.  This  company
provides paver  installation and driveway sealant and coating services primarily
to contractors in Southeast Florida.

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  $13,636,342 at December 31,
2000.

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.

                                       10
<PAGE>


RESULTS OF OPERATIONS

FOR THE  THREE-MONTH  PERIOD ENDED DECEMBER 31, 2000 COMPARED TO THE THREE-MONTH
PERIOD ENDED DECEMBER 31, 1999

Sales

Total sales for the  three-month  period ended December 31, 2000,  were $467,632
compared to $504,880 for the same period  ending in 1999,  which  represented  a
decrease of $37,248, or 7%. This decrease was a result of our limited capital to
expand and properly fund our Sealco/T-Coast  Pavers operation in order to obtain
higher  margined  contracts.  Our Paver segment  represented the majority of our
sales during the three-month periods ended December 31, 2000 and 1999.

Cost of Sales

Cost of sales for the  three-month  period ended  December  31, 2000,  decreased
$5,857 or 1% to $445,895 from $440,038 in the same period of 1999. Cost of sales
as a percentage of sales increased to 95% from 87% for  three-month  period 2000
over  1999.  This  increase  is  attributed  to  higher  cost  of  sales  of our
Sealco/T-Coast  Pavers  operation  experienced  during more  recent  three-month
period.  Consequently,  the gross profit margin  decreased to 5% for three-month
period  2000  from 13% for the  prior  three-month  period.  Our  Paver  segment
represented the our cost of sales during the three-month  periods ended December
31, 2000 and 1999.

Selling, General and Administrative Expenses

For the three-month period ended December 31, 2000, total selling,  general, and
administrative   expenses   were  $216,154  as  compared  to  $759,300  for  the
three-month  period ended December 31, 1999, a decrease of $543,146 or 72%. This
decrease was the result of a reduction  in overhead  costs  associated  with our
Daytona  facility  during the  three-month  period ended  December 31, 2000.  In
addition,  we incurred  additional  costs in October  1999  associated  with the
relocation  of our  corporate  offices to 440  Fentress  Blvd.,  Daytona  Beach,
Florida  from  our  former  location  in  Sarasota,   Florida.   Our  ThermaCell
Technologies segment represented selling,  general, and administrative  expenses
of $193,316 and $707,145  during the  three-month  periods  ended 2000 and 1999,
respectively. Our Paver segment represented selling, general, and administrative
expenses of $22,838 and $52,155  during the  three-month  periods ended 2000 and
1999, respectively

Interest Expense

Interest expense,  net of interest income,  decreased 18%, or $14,672 to $66,582
for the three-month  period ended December 31, 2000 from $81,254 in the previous
three-month period ended December 31, 1999.

Loss on Discontinued Operations

During  three-month period ended December 31, 2000, the company closed its Atlas
Chemicals  operation in Miami,  Florida because of the lack of working  capital.
This  closing  resulted in a charge of  $2,848,852  during the fiscal year ended
September 30, 2000.  During the  three-month  period ended December 31, 2000, we
generated  income,  net of all  expenses,  from this  discontinued  division  of
$3,770.  There was a charge of $146,347 in the prior three-month  period for the
closing of a specific operation within the paint division.

Net Loss

The net loss and the net loss per share was  $257,229  and $0.042  respectively,
for the  three-month  period ended  December 31, 2000, as compared to a net loss
and net loss per share of $922,059 and $0.39, respectively,  for the three-month
period ending December 31, 1999. 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 the charge for  discontinued  operations  in the
current  three-month  period. On a weighted average basis,  there were 6,147,109
shares  outstanding for three-month  period ending December 31, 2000 as compared
to 2,377,788 shares  outstanding for three-month period ended December 31, 1999.
Our  ThermaCell  Technologies  segment  represented  a net loss of $257,341  and
$764,227 during the three-month periods ended 2000 and 1999,  respectively.  Our
Paver  segment  represented  a  net  loss  of  $3,658  and  $11,485  during  the
three-month periods ended 2000 and 1999, respectively.


                                       11
<PAGE>



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  three-month  period ended
December 31, 2000, the Company received  $76,206 from an unaffiliated  investor,
PAMG LLC. During this period,  only limited other capital,  as discussed  below,
was received by the company to conduct its operations. Consequently, without the
availability  of  adequate  funding  the company was forced to close some of its
operations  that included  consolidating  the American  Paints business into the
Miami location of Atlas Chemical, and thereafter the Atlas operation itself.

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

During March 2001,  conversion  of  $566,000,  a portion of the debt held by the
Augustine  Fund,  who holds all remaining  convertible  debt was completed  into
6,888,000  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. No significant funding
has occurred prior to this filing.

The Company continues to experience  operating losses. The Company's net working
capital and stockholders' deficit are $1,670,696 and $1,922,480 respectively, at
December  31,  2000.  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.  If  capital is not
immediately  made  available  then the Company may be forced to seek  protection
within the Federal bankruptcy courts.

SEASONALITY AND FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

The Company  believes it will  experience  seasonal  demand for its products and
services in the coating and paver business.

INFLATION

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


                                       12
<PAGE>


PART II - OTHER INFORMATION

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

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

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

The company is involved in several  lawsuits  for  obligation  outstanding  with
vendors, leasing company, and certain professionals for services provided. There
are default judgments 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 in the future be
able to pay these obligations.  If unable to do so, then the company will likely
seek to protect  its  remaining  assets and seek to  liquidate  its  business in
utilizing the provisions of the Federal  Bankruptcy Courts. The ability to raise
additional  capital is highly uncertain at this time. Should such funding not be
available,   than  the   company   will  have  no  choice  but  to  seek  either
reorganization or liquidation utilizing the Bankruptcy statutes.


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.

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  asked 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 effect 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.

Item 6.           Exhibits and reports on Form 8k
                  -------------------------------
none


                                       13
<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    6/18/2001                          /s/ Gerald Couture
                                            ---------------------------
                                            Gerald Couture
                                            Vice President, Finance


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