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

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

     For the quarterly period ended June 30, 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 June 30, 2000 was 6,147,104

     Transitional Small Business Disclosure Format:

Yes      No X
    ---    ---

<PAGE>



                  THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARY


                                      Index



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

Item 1.  Consolidated Financial Statements

         Consolidated Balance Sheet -
           June 30, 2000................................................. 1 - 2

         Consolidated Statements of Operations -
           Three months and nine months ended June 30, 2000 and 1999.....     3

         Consolidated Statements of Changes in Stockholders' Equity
           Nine months ended June 30, 2000...............................     4

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


                                       i
<PAGE>


                 THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES

                           Consolidated Balance Sheets
                                   (unaudited)

                                     Assets

<TABLE>


                                                                                June 30,
                                                                                  2000
                                                                          ---------------------

<S>                                                                    <C>
Current assets
   Cash                                                                 $              296,725
   Accounts receivable
      Trade, net of allowance for uncollectible accounts
      of $178,812                                                                      436,431
   Inventories                                                                         309,749
   Prepaid expenses and other                                                          302,312
                                                                          ---------------------

          Total current assets                                                       1,345,217
                                                                          ---------------------

Property and equipment                                                               1,759,058
   Less - accumulated depreciation                                                     739,921
                                                                          ---------------------
                                                                                     1,019,137
                                                                          ---------------------

Other assets
   Deposits                                                                             54,296
   Prepaid interest                                                                     33,912
   Intangibles, net of accumulated amortization
      of $49,318                                                                       723,218
                                                                          ---------------------
                                                                                       811,426
                                                                          ---------------------




          Total assets                                                  $            3,175,780
                                                                          =====================

</TABLE>



See notes to consolidated financial statements.


                                       1

<PAGE>

                 THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES

                           Consolidated Balance Sheets
                                   (unaudited)

                      Liabilities and Stockholders' Equity

<TABLE>
<CAPTION>


                                                                                June 30,
                                                                                  2000
                                                                          ---------------------


<S>                                                                   <C>
Current liabilities
   Accounts payable                                                                  1,397,773
   Accrued expenses                                                                    737,053
   Accrued payroll and payroll taxes                                                    21,629
   Current maturities of long-term debt
      Notes payable                                                                    158,108
      Capital leases                                                                   172,278
                                                                          ---------------------

          Total current liabilities                                                  2,486,841
                                                                          ---------------------

Long-term debt, net of current maturities
   Notes payable                                                                     1,528,501
   Capital lease obligations                                                           114,042
                                                                          ---------------------
          Total long-term debt, net of current maturities                            1,642,543
                                                                          ---------------------

          Total Liabilities                                                          4,129,384
                                                                          ---------------------

Stockholders' equity
   Common stock, par value $.0001
      Authorized 20,000,000 shares,
      6,147,104 issued and outstanding                                                     614

   Additional paid-in capital                                                       11,883,617
   Common stock subscribed                                                             (45,000)
   Prepaid stock incentives                                                           (483,334)
   Accumulated deficit                                                             (12,254,501)
   Treasury stock                                                                      (55,000)
                                                                          ---------------------

          Total stockholders' equity                                                  (953,604)
                                                                          ---------------------


          Total liabilities and stockholders' equity                    $            3,175,780
                                                                          =====================

</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 Nine Months Ended
                                                   ---------------------------------   ---------------------------------
                                                       June 30,         June 30,          June 30,          June 30,
                                                         2000             1999              2000              1999
                                                   -----------------  --------------   ----------------  ---------------

<S>                                              <C>                <C>              <C>               <C>
Revenue
      Sales                                      $          768,499 $     1,310,625  $       3,245,201 $      3,250,976

Less cost of sales
      Cost of sales                                         506,486         922,980          2,322,156        2,274,825
                                                   -----------------  --------------   ----------------  ---------------

      Gross profit                                          262,013         387,645            923,045          976,151

Selling, general and administrative
      expenses                                            1,193,563         624,738          5,078,350        1,810,052
                                                   -----------------  --------------   ----------------  ---------------

                     Loss from operations                  (931,550)       (237,093)        (4,155,305)        (833,901)
                                                   -----------------  --------------   ----------------  ---------------

Other income (expense)
      Interest income                                             -               -                  -            4,431
      Interest expense                                     (104,825)        (19,430)          (267,510)         (28,894)
      Loss on closure of division                                 -               -           (912,347)               -
                                                   -----------------  --------------   ----------------  ---------------
                                                    .
                     Total other income (expense)          (104,825)        (19,430)        (1,179,857)         (24,463)
                                                   -----------------  --------------   ----------------  ---------------

                     Loss before income taxes            (1,036,375)       (256,523)        (5,335,162)        (858,364)

Income taxes
      Deferred income tax benefit                                 -          51,305                  -          171,672
                                                   -----------------  --------------   ----------------  ---------------

                     Net loss                    $       (1,036,375)$      (205,218) $      (5,335,162)$       (686,692)
                                                   =================  ==============   ================  ===============


Basic loss per common share                      $            (0.32)$         (0.09) $           (1.75)$          (0.36)
                                                   =================  ==============   ================  ===============

Weighted average number of
      common shares outstanding                           3,205,273       2,174,060          3,055,136        1,893,972
                                                   =================  ==============   ================  ===============

</TABLE>


See notes to consolidated financial statements.


                                       3
<PAGE>


                 THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES

           Consolidated Statements of Changes in Stockholders' Deficit
                                   (unaudited)

<TABLE>
<CAPTION>

                                                     Common Stock
                                                  -----------------    Additional
                                                   Number of            Paid-in    Accumulated
                                                   Shares     Amount    Capital      Deficit
                                                  ---------  --------  ---------   ----------
<S>                                               <C>       <C>      <C>         <C>
Balance September 30, 1999                        9,433,653 $  943   $ 9,519,168   $(6,919,339)
Issuance of stock for payment of services         1,300,000    130       797,849          -
Issuance of stock for acquisition                   300,000     30       164,970          -
Restatement of par value                         (8,275,240)  (828)          828          -
Issuance of stock for payment of services           735,283     74       747,709          -
Common stock subscribed                                  -       -             -          -
Prepaid stock incentives                                 -       -             -          -
Payments associated with stockholder loan, net           -       -             -          -
Issuance of stock for cash                        2,500,000    250       499,700          -
Conversion of note payable to stock                 153,408     15       153,393
Net loss for period ended June 30, 2000                  -       -             -     (5,335,162)
                                                  ---------  ------    ---------    -----------
                                                  =========  ======    =========    ===========
Balance June 30, 2000                             6,147,104 $  614   $ 11,883,617  $(12,254,501)
                                                  =========  ======    =========    ===========

</TABLE>
<TABLE>
<CAPTION>



                       Prepaid            Stock
  Notes Receivable,     Stock         Subscription       Treasury
    Stockholder      Incentives        Receivable          Stock           Total
   -------------- -----------------  ---------------  ---------------  --------------
<S>               <C>              <C>              <C>              <C>
 $      (147,035)  $             -  $              - $        (55,000)$     2,398,736

               -                 -                 -                -         797,979
               -                 -                 -                -         165,000
               -                 -                 -                -               0
               -                 -                 -                -         747,783
               -                 -           (45,000)               -         (45,000)
               -          (483,334)                -                -        (483,334)
         147,035                                                    -         147,035
               -                 -                 -                -         499,950
                                                                              153,408
               -                 -                 -                -      (5,335,162)
   -------------- -----------------  ---------------  ---------------  --------------
 $             -  $       (483,334) $        (45,000)$        (55,000)$      (953,604)
   ============== =================  ===============  ===============  ==============

</TABLE>


                                       4
<PAGE>

<TABLE>
<CAPTION>

                                    THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES

                                        Consolidated Statements of Cash Flows
                                                     (unaudited)

                                                                                        For the Nine Months Ended
                                                                                    -----------------------------------
                                                                                       June 30,           June 30,
                                                                                         2000               1999
                                                                                    ----------------  -----------------

<S>                                                                             <C>                  <C>
Cash flows from operating activities:
   Reconciliation of net loss to net cash
     used in operating activities
       Net loss                                                                 $        (5,335,162) $        (686,692)
       Adjustments to reconcile net loss to net
         cash used in operating activities
         Depreciation                                                                       126,013            125,549
         Amortization                                                                        79,601             27,562
         Write off of goodwill                                                            1,115,826                  -
         Deferred income tax benefit                                                              -           (171,672)
         Loss on closure of division                                                        912,347                  -
       Changes in assets and liabilities, net of acquisitions
         (Increase) decrease in accounts and notes receivable                                56,393             90,053
         (Increase) decrease in inventories                                                 232,184           (215,416)
         (Increase) decrease in prepaid and other assets                                   (117,801)          (727,059)
         (Increase) decrease in prepaid stock incentives                                   (483,334)                 -
         Increase (decrease) in accounts payable                                            398,812            196,969
         (Decrease) increase in accrued expenses                                            597,529            (15,415)
         Prior period adjustment                                                                  -            (39,040)
         Common stock issued for services                                                 1,545,715                  -
                                                                                    ----------------  -----------------
                Net cash used in operating activities                                      (871,877)        (1,415,161)
                                                                                    ----------------  -----------------

Cash flows from investing activities
   Capital expenditures                                                                    (195,948)           (71,160)
   Acquisitions                                                                            (215,000)        (1,396,220)
   Expenditures for patent, net                                                             (29,412)          (577,956)
                                                                                    ----------------  -----------------
                Net cash used in investing activities                                      (440,360)        (2,045,336)
                                                                                    ----------------  -----------------

Cash flows from financing activities
   Proceeds from issuance of common stock                                                   500,000          2,926,554
   Common stock issued for acquisitions                                                     165,000                  -
   Proceeds from common stock subscription                                                  (45,000)                 -
   Proceeds from issuance of notes payable & capital leases                                 530,072             92,025
   Proceeds from issuance of convertible note                                                     -          1,333,333
   Conversion of Series B preferred to common stock                                               -           (250,000)
   Issuance of common stock as payment for note payable                                     153,408
   Principal payments on notes payable & capital leases                                     (57,960)           (19,806)
   Principal advances on stockholder loan                                                         -           (137,694)
   Purchase of treasury stock                                                                     -            (55,000)
   Proceeds from payments on stockholder loan                                               303,269                  -
                                                                                    ----------------  -----------------
                Net cash provided by financing activities                                 1,548,789          3,889,412
                                                                                    ----------------  -----------------

                Net increase (decrease) in cash                                             236,552            428,915

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

Cash ending                                                                     $           296,725  $         496,320
                                                                                    ================  =================


</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 three and nine months ended June 30, 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 June 30, 2000 and June 30,  1999 was  3,205,273  and
8,696,238, respectively. For the nine month periods ended June 30, 2000 and June
30, 1999 the weighted  average  number of shares  outstanding  was 3,055,136 and
7,575,889, 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.

On May 25, 2000 the board of  directors  authorized  the  issuance of  2,500,000
shares of common stock to PAMG, LLC. in exchange for $500,000 in cash.

In April 2000,  the Company  effected a  one-for-four  reverse stock split.  All
references to the number of common shares and per common share amounts have been
restated to reflect the reverse stock split.


                                       6
<PAGE>


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



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 issued
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  fall  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 was classified as a purchase  transaction.
This facility was subsequently closed during August of 1999.

                                       8
<PAGE>

                 THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES


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 an employment  agreement  with
its founder and key  executive,  with 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 June 30, 2000 compared to three months ended June 30, 2000

Total consolidated revenue for the three months ended June 30, 2000 was $768,499
compared to $1,310,625 for the same period of 1999,  which represents a decrease
of $542,126,  or 41%. This  decrease was primarily  attributed to the closure of
the American Paints facility in Pompano Beach,  Florida. This facility was close
to reduce  operating  losses.  Former  customers  of  American  Paints are being
supplied by the Atlas Chemical facility in Miami.

Gross profit  margins were 34.1% and 29.6%,  respectively,  for the  three-month
period ended June 30, 2000, as compared to the prior period ended June 30, 1999.
This  increase  is the  result  of a  change  in the mix of paint  and  coatings
products sold by the Company,  and in part, by higher  contribution  margin from
the Atlas Chemicals operation.

 For  the  three  months  ended  June  30,  2000,  total  selling,  general  and
administrative  expenses  were  $1,193,563  as compared to $624,738 for the same
period of the previous  year,  an increase of $568,825 or 91%.  This increase is
the result of costs incurred in closing the American Paints  operation and costs
associated  with the development of the  microsphere  manufacturing  facility in
Daytona Beach.  Higher  technical  personnel  costs,  including  stock incentive
arrangements,  have contributed to the substantial increase. Management believes
that this  endeavor will benefit the Company over the long term and will provide
a substantial economic return.

The Company  experienced a loss from  operations of $931,550 for the three-month
period  ended June 30, 2000 as compared to a loss of $237,093 for the same prior
year period. This increase in the operating loss over that of the preceding year
period  reflects the lower  revenue from the  Company's  closing of the American
Paints operation and the higher S. G & A expense which included  personnel costs
associated  with  preparing  the Daytona  facility for  microsphere  production.
Management  anticipates  that future  levels of sales and lower  future S, G & A
expenses will result in  improvement  in operating  performances  and eventually
profitable operations.

During the period  ended June 30, 2000  interest  expense  increased to $104,825
compared to $19,430 in the year ago period ended June 30,  1999,  an increase of
$85,395. The increase is attributable to the convertible subordinated debt issue
that the Company  received  during the fiscal year ended  September  30, 1999. A
conversion  into common  stock of $100,000 of principal  was elected  during the
present quarter ended June 30, 2000.


                                       9
<PAGE>


                 THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES


There was  provision  for income tax benefit for the present  quarter ended June
30, 2000 as there was in the prior year ago period of $51,305.

The basic  loss and basic  loss per share  were  $1,036,375  and $0.32 per share
respectively,  for the three  months  ended June 30, 2000 as compared to a basic
loss and basic loss per share of $205,218  and $.09  respectively,  for the same
period in 1999.  This  loss  represents  a 405%  increase  over the  basic  loss
experienced  in the year ago  quarter.  The loss per share for the  period  also
increased 255% over the year ago period. The weighted average shares outstanding
for the quarter  ended June 30, 2000 was  3,205,273 as compared to 2,174,060 for
the preceding  year quarter  ended June 30, 1999.  The Company had a four shares
for one share reverse split that was effective on April 14, 2000.

With the  Company's  recent  management  changes,  a continuing  effort has been
undertaken to focus in the recent quarter ended June 30, 2000, on increasing the
production volume of paint and coating manufacture in the Atlas Chemicals' Miami
production  facility.  Presently,  all paints are now manufactured at that Miami
location.  In addition,  management  has  completed a reduction in the number of
stock  keeping  units of paint and  coating  products  and is  focusing  on more
efficiently producing significant paint and coating products. The Miami facility
is not presently  profitable,  but once that 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.

Nine months ended June 30, 2000 compared to nine months ended June 30, 1999

Total revenue for the nine months ended June 30, 2000 was $3,245,201 compared to
$3,250,976 for the same period of 1999,  which  represents a decrease of $5,775,
or 2.8%.  This  decrease was primarily the result of the closing of the American
Paints  facility.  This  closing  was made to  curtail  losses  that were  being
incurred at that location.

Gross profit margins were 28% and 30%,  respectively,  for the nine-month period
ending June 30, 2000 as compared to the prior period ending June 30, 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  nine  months  ended  June  30,  2000,   total  selling,   general  and
administrative  expenses were  $5,078,350 as compared to $1,810,052 for the same
period of the previous year, an increase of approximately  $3,268,298,  or 181%.
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. This was
done in the second quarter of this fiscal year.

                                       10
<PAGE>


                 THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES


The Company  experienced a loss from operations of $4,155,305 for the nine month
period ending June 30, 2000 as compared to a loss of $833,901 for the same prior
year period that amounted to a $3,321,404  loss increase,  or 398%. This loss is
attributed to the higher level of S G & A expense  including  the  write-down of
goodwill for the nine-month  period ended June 30, 2000 as compared to the prior
year's nine-month period.

During the nine-month  period ended June 30, 2000 interest expense  increased to
$267,510  compared to $28,894 in the year ago  nine-month  period ended June 30,
1999, an increase of $238,616.  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 June 30, 1999,  the company had
interest  income in the amount of $4,431.  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  nine-month  period ended June 30, 2000.  In the
prior year ago nine-month  period, a fifty percent valuation  allowance was used
to represent  that portion of deferred taxes that may be realized in the future.
This allowance amounted to $51,305.

The  basic  loss was  $5,335,162  for the  nine-months  ended  June 30,  2000 as
compared to a net loss of $686,692 for the same period in 1999. This represented
an  increase in the loss of  $4,648,470  for this period as compared to the year
before nine-month period ended June 30, 1999. The basic loss per share was $1.75
for the nine-months ended June 30, 2000 as compared to a $0.36 per share for the
same  nine-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  nine-month period loss per share was higher even though there is a
dilutive effect with more common shares outstanding. During these two comparable
periods,  the weighted  average shares  outstanding  increased from 1,893,972 to
3,055,136,  or 61%. This increase is primarily  attributed to the  conversion of
preferred stock held by the Company's  former  president into common stock.  The
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  nine-months  ended June 30, 2000, the Company  received
$455,000  from the  issuance  of common  stock,  $530,072  from  borrowings  and
$303,269 of proceeds from the repayment of stockholder  loans.  This represented
approximately   83%  of  the  $1,548,789  of  net  cash  provided  by  financing
activities.

Net cash used in operating  activities for the  nine-months  ended June 30, 2000
was $871,877  compared to net cash used of $1,415,161 for the nine-months  ended
June 30, 1999. This decrease in cash used by operating activities is despite the
higher net loss that was offset by the write-off of goodwill of $1,115,826,  the
loss on closure of a division  in the amount of  $912,347,  and the  issuance of
common stock in the amount of $1,545,715 for services.

Cash used in investing  activities for the  nine-months  ended June 30, 2000 and
1999 were $440,360 and $2,045,336,  respectively.  The principal use of funds in
the nine-month period ended June 30, 2000 was the acquisition of Silabs Inc. for
$215,000 and the expenditure of $195,948 for fixed assets.  Capital expenditures
for the recent  period  increased to $195,948 from $71,160 over the prior year's
period.  There were two  acquisitions  amounting to  $1,396,220  in the year ago
period as compared to one for $215,000 in the present period.


                                       11
<PAGE>

                 THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES


Cash provided by financing  activities for the  nine-months  ended June 30, 2000
was  $1,548,789 as compared to  $3,889,412  for the  nine-months  ended June 30,
1999.  During the nine-months ended June 30, 2000, the Company received $455,000
from the issuance of common  stock,  $530,072  from  borrowings  and $303,269 of
proceeds from the repayment of stockholder loans. This represented approximately
83% of the $1,548,789 of net cash provided by financing activities. The year ago
period  included  $2,926,554  from the  issuance of common stock  together  with
$1,333,333 from the issuance of a convertible notes.

As of June 30, 2000, the Company had net working  capital  deficit of $1,141,624
and a current working capital ratio of 0.54.  Management has completed the first
tranche of its equity funding with PAMG, LLC.  Within this funding,  the Company
issued  2,500,000  shares  of common  stock for  $500,000.  This  shares  bear a
restrictive  legend.  Management  expects to complete the second tranche of this
funding  within the next few weeks.  This  funding  will  improve it net working
capital  position.  The total equity  infusion is expected to be for $1,000,000.
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 nine-months to supplement the $1,000,000 funding 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.
                  -----------------

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 issued
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  Fall  of  2000  is
anticipated.

                                       12
<PAGE>


                 THERMACELL TECHNOLOGIES, INC. AND SUBSIDIARIES


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

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

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    8/25/2000                           /s/ Peter Thomas
                                             ---------------------------
                                             Peter Thomas
                                             President