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, 2002
                                    -----------------

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

     For the transition period from __________ to __________

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

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

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

               901 Chestnut St., Suite A Clearwater, Florida 33756
               ---------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (727) 443-7388
                                 --------------
                           (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, 2002 was 1,000,000.

         Transitional Small Business Disclosure Format:

Yes       No  X
   ----     ----


<PAGE>
                          THERMACELL TECHNOLOGIES, INC.

                                      Index

                  Three Months Ended December 31, 2002 and 2001
                                   (Unaudited)

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

Item 1.  Financial Statements

         Balance Sheet -
           December 31, 2002.............................................  1

         Statements of Operations -
           Three months ended
           December 31, 2002 and 2001....................................  2

         Statements of Changes in Stockholders' Deficit
           Three months ended December 31, 2002..........................  3

         Statements of Cash Flows -
           Three months ended
           December 31, 2002 and 2001....................................  4

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

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations...........................  8

Item 3. Controls and Procedures.......................................... 13

Part II - Other Information

Item 1. Legal Proceedings................................................ 14

Item 2. Changes in Securities and Use of Proceeds........................ 14

Item 3. Defaults Upon Senior Securities.................................. 14

Item 4. Submission of Matters to a Vote of Security Holders.............. 14

Item 5. Other Information................................................ 14

Item 6. Exhibits and Reports on Form 8-K................................. 14

Signatures............................................................... 15


                                       i
<PAGE>


                                           THERMACELL TECHNOLOGIES, INC.
                                                   Balance Sheet
                                                 December 31, 2002
                                                    (Unaudited)

<TABLE>


<S>                                                                        <C>
Assets

                                                                               $                    -
                                                                                    ====================


Liabilities and Stockholders' Deficit

Current liabilities:
    Bank overdraft                                                                                 148
    Accounts payable                                                                           109,552
    Accrued payroll taxes                                                                       47,295
    Shareholder advances                                                                        56,467
                                                                                    --------------------
Total current liabilities                                                                      213,462
                                                                                    --------------------

    Accrued payroll taxes - long-term                                                          148,517
                                                                                    --------------------

Stockholders' deficit:
    Common stock; $.0001 par value; 20,000,000 shares authorized;
      1,000,000 shares issued and outstanding                                                      100
    Additional paid-in capital                                                              12,525,213
    Common stock payable                                                                     4,165,954
    Accumulated deficit                                                                    (17,053,246)
                                                                                    --------------------
Total stockholders' deficit                                                                   (361,979)
                                                                                    --------------------
                                                                               $                     -
                                                                                    ====================

</TABLE>

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

                                       1
<PAGE>


                          THERMACELL TECHNOLOGIES, INC.
                            Statements of Operations
                                   (Unaudited)

<TABLE>


                                                                                  Three Months Ended December 31,
                                                                             -------------------------------------------
                                                                                   2002                     2001
                                                                             -----------------        ------------------

<S>                                                                        <C>                      <C>
Sales                                                                      $                -       $                 -
                                                                             -----------------        ------------------

Cost of sales                                                                               -                         -
                                                                             -----------------        ------------------

Gross profit                                                                                -                         -
                                                                             -----------------        ------------------

Selling, general and administrative
expenses                                                                               67,843                   247,260
                                                                             -----------------        ------------------

Loss from operations                                                                  (67,843)                 (247,260)
                                                                             -----------------        ------------------

Other expense:
      Interest expense                                                                      -                   (73,661)
      Other expense                                                                         -                         -
                                                                             -----------------        ------------------
                                                                                            -                   (73,661)


Net loss                                                                   $          (67,843)      $          (320,921)
                                                                             =================        ==================


Net loss per share                                                         $            (0.07)      $             (0.32)
                                                                             =================        ==================

Weighted average number of
      common shares outstanding                                                     1,000,000                   994,123
                                                                             =================        ==================

</TABLE>


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

                                       2
<PAGE>


                          THERMACELL TECHNOLOGIES, INC.
                 Statements of Changes in Stockholders' Deficit
                                   (Unaudited)

                      Three Months Ended December 31, 2002


<TABLE>

                                            Common Stock
                                   ---------------------------       Additional        Common
                                       Number of                      Paid-in          Stock         Accumulated
                                        Shares         Amount         Capital          Payable          Deficit            Total
                                   ---------------  ----------    --------------   --------------  ---------------   ---------------
<S>                              <C>              <C>           <C>              <C>             <C>               <C>
Balance, September 30, 2002           1,000,000    $    100      $ 12,525,213     $  4,165,954    $ (16,985,403)    $    (294,136)

Net loss for the period                       -           -                 -                -          (67,843)          (67,843)
                                   ---------------  ----------    --------------   --------------  ---------------   ---------------
Balance, December 31, 2002            1,000,000    $    100      $ 12,525,213     $  4,165,954    $ (17,053,246)    $    (361,979)
                                   ===============  ==========    ==============   ==============  ===============   ===============
</TABLE>

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


                                       3
<PAGE>

                          THERMACELL TECHNOLOGIES, INC.
                            Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                          Three Months Ended December 31,
                                                                                      ----------------------------------------
                                                                                            2002                  2001
                                                                                      ------------------    ------------------

<S>                                                                                <C>                   <C>
Operating activities
        Net loss                                                                              $ (67,843)           $ (320,921)
                                                                                      ------------------    ------------------

        Adjustments to reconcile net loss to net cash used by operating
          activities:
              Amortization of discount on notes payable                                               -                38,500
              Decrease in:
                Prepaid and other assets                                                              -                19,150
              Increase (decrease) in:
                Accounts payable                                                                 14,529                (1,263)
                Accrued payroll expenses                                                          4,861               125,162
                                                                                      ------------------    ------------------
          Total adjustments                                                                      19,390               181,549
                                                                                      ------------------    ------------------

                                                                                      ------------------    ------------------
          Net cash used by operating activities                                                 (48,453)             (139,372)
                                                                                      ------------------    ------------------

Investing activities
                                                                                      ------------------    ------------------
        Net cash provided by investing activities                                                     -                     -
                                                                                      ------------------    ------------------

Financing activities
        Bank overdraft                                                                           (8,014)                    -
        Proceeds from shareholder advance                                                        56,467               143,000
                                                                                      ------------------    ------------------
        Net cash provided by financing activities                                                48,453               143,000
                                                                                      ------------------    ------------------

        Net decrease in cash                                                                          -                 3,628

        Cash at beginning of period                                                                   -                 6,097
                                                                                      ------------------    ------------------

        Cash at end of period                                                                       $ -               $ 9,725
                                                                                      ==================    ==================
</TABLE>

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


                                       4
<PAGE>

                          THERMACELL TECHNOLOGIES, INC.
                          Notes to Financial Statements
                      Three Months Ended December 31, 2002
                                   (Unaudited)

1.      Basis of Presentation

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, 2002 and 2001, (b) the
financial position at December 31, 2002, and (c) cash flows for the three months
ended December 31, 2002 and 2001, have been made.

The unaudited financial statements and notes are presented as permitted by Form
10-QSB. Accordingly, certain information and note disclosures normally included
in the financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been omitted. The
accompanying financial statements and notes of ThermaCell Technologies, Inc.
(the "Company") should be read in conjunction with the audited financial
statements and notes of the Company for the fiscal year ended September 30,
2002. The results of operations for the three-month period ended December 31,
2002 are not necessarily indicative of those to be expected for the entire year.

Certain minor reclassifications have been made to the 2001 financial statements
to conform to the classifications used in 2002.

2.      Bankruptcy Filing and Going Concern Considerations

In November  2001,  the Company  filed a voluntary  petition for  reorganization
under Chapter 11 of the U. S. Bankruptcy Code with the U.S. Bankruptcy Court. On
August 30, 2002, the United States  Bankruptcy  Court for the Middle District of
Florida,  Tampa  Division,  Case No.  01-20854-8G1  issued  an order  confirming
ThermaCell's  Plan of  Reorganization  under Chapter 11 of the Bankruptcy  Code,
dated as of February 25, 2002 (the "Plan of Reorganization").

The key elements of the Plan of Reorganization are as follows:

-    The Plan of  Reorganization  provides for the issuance or  reservation  for
     future issuance of ten million (10,000,000) new shares of ThermaCell Common
     Stock in the aggregate. Previously issued shares of ThermaCell common stock
     will be cancelled and replaced by the new shares  authorized under the Plan
     of Reorganization.

-    Pac  Funding,  LLC, a Florida  limited  liability  company  ("Pac"),  whose
     members are Augustine  Capital  Funding,  L.P. and Private Capital Group is
     entitled  to  5,000,000  new  common   shares   pursuant  to  the  Plan  of
     Reorganization.   Pac  was  the  debtor-in-possession  funding  source  and
     supplied   funds   necessary  to  operate  the  business  while  it  was  a
     debtor-in-possession and avoid liquidation.

-    General  unsecured  creditors and unsecured  claims pursuant to the Plan of
     Reorganization are entitled to 4,000,000 new ThermaCell common shares.


                                       5
<PAGE>

                          THERMACELL TECHNOLOGIES, INC.
                          Notes to Financial Statements
                      Three Months Ended December 31, 2002
                                   (Unaudited)

2.      Bankruptcy Filing and Going Concern Considerations(continued)

-    The existing  shareholders  of  ThermaCell  are  entitled to 1,000,000  new
     common  shares  pursuant  to the Plan of  Reorganization.  As of August 30,
     2002, there were approximately 13,000,000 shares of ThermaCell common stock
     outstanding. Thus, pursuant to the Plan of Reorganization and action by the
     board  of  directors,  existing  ThermaCell  common  stockholders  would be
     entitled to one (1) new ThermaCell common share for every 13.034 ThermaCell
     common shares previously held,  subject to adjustment for the actual number
     of shares outstanding as of August 30, 2002, pursuant to records maintained
     by the transfer agent and ThermaCell.

-    The existing  assets and business of ThermaCell are  transferred to a newly
     formed  subsidiary  free and  clear of any and all  debts,  claims,  liens,
     demands and interest of creditors,  equity security holders and parties and
     interests,  except  as  provided  forth  in  the  Plan  of  Reorganization.
     Accordingly,  ThermaCell  will be a holding company and the existing assets
     of its business  relating to the  manufacturing and production of evacuated
     microspheres  technology will be held in a new  subsidiary.  As of December
     31, 2002, this transaction has not been completed.

-    All  debts,  claims or demands  that  arose  before the date of the Plan of
     Reorganization's  confirmation,  are  discharged,  except for  priority tax
     claims and certain administrative claims. Priority tax claims are paid over
     a six (6) year period from the date of assessment. The IRS has made a claim
     for  approximately  $120,000.  In addition,  ThermaCell  is  obligated  for
     administrative  claims payable to the government,  lawyers and accountants,
     estimated at approximately $100,000.

Although the Plan became effective on August 30, 2002 and the Company commenced
implementation of the Plan on that date, distributions of common stock to its
pre-bankruptcy creditors have not been completed. As noted above the Company is
going to issue 9,000,000 shares in accordance with the Plan of Reorganization.
These shares are valued at the original cost of the forgiven liabilities and
recorded as a common stock payable.

The accompanying 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 $17,053,000 and
negative working capital of approximately $213,000 as of December 31, 2002, and
total liabilities exceeding total assets by approximately $361,000 as of
December 31, 2002. Currently, management is soliciting additional equity
investors to fund these deficits. However, these conditions raise substantial
doubt about the Company's ability to continue as a going concern. The financial
statements of the Company do not include any adjustments relating to the
recoverability of liabilities that might be necessary should the Company be
unable to continue as a going concern.

                                       6
<PAGE>


                          THERMACELL TECHNOLOGIES, INC.
                          Notes to Financial Statements
                      Three Months Ended December 31, 2002
                                   (Unaudited)

3.      Per Share Calculations

Per share data was computed by dividing net loss by the weighted average number
of shares outstanding during the three month periods ended December 31, 2002 and
2001. The weighted average shares outstanding for the three month period ended
December 31, 2002 was 1,000,000 as compared to 994,123 for the three month
period ended December 31, 2001.

4.      Shareholder Advances

During the three-month period ended December 31, 2002, PAC Funding, LLC.
advanced $56,467 to the Company to cover operating expenses. This advance is
unsecured and has no specific repayment terms.

The above transaction is not necessarily indicative of a transaction that would
have been entered into had a comparable transaction been entered into with
independent parties.

                                       7
<PAGE>

                          THERMACELL TECHNOLOGIES, INC.


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 has operated as a debtor-in-possession under Chapter 11 of the
United States Code (the "Bankruptcy Code") since November 2001. In November
2001, the Company filed a voluntary petition for reorganization under Chapter 11
of the U. S. Bankruptcy Code with the U.S. Bankruptcy Court. On August 30, 2002,
the United States Bankruptcy Court for the Middle District of Florida, Tampa
Division, Case No. 01-20854-8G1 issued an order confirming ThermaCell's Plan of
Reorganization under Chapter 11 of the Bankruptcy Code, dated as of February 25,
2002 (the "Plan of Reorganization"). Although the Plan became effective on
August 30, 2002 and the Company commenced implementation of the Plan on that
date, distributions of common stock to its pre-bankruptcy creditors have not
been completed.

OVERVIEW

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. Shells can also be used as filler material for products such as
bowling balls.

                                       8
<PAGE>

Our management's long-term business strategy is to (i) develop and manufacture
our own shells and (ii) use our shell technology to improve the "R" values in a
number of applications that create new and improved products. These products may
include, but are not limited to, paints and coatings, drywall, gypsum board,
home siding materials and space foam insulation. Other markets in which we may
utilize our technology include refrigeration and cooling systems, automotive and
transportation applications, cups and thermoses. There is no assurance that we
will be successful in penetrating these markets and developing commercially
viable manufacturing techniques for our shell technology. In our 1995 fiscal
year, 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 these products. The products were marketed
under the ThermaCool(TM) label. There have been limited sales of this product
since its introduction due to our financial limitations.

BUSINESS STRATEGY

Our business strategy is to develop and commercialize shell technology and
products incorporating shell technology. An important element in our past
strategy was to acquire paint manufacturers and distributors to introduce our
technology into the paint and coating industry. That strategy has been abandoned
because of our financial condition. One of our current objectives will re-start
our marketing of microspheres incorporating our shell technology. Our
restructuring strategy of developing a commercially viable manufacturing process
for shells and expansion into markets for our shell technology will result in
incurring additional losses due to the costs associated with these strategies.
We expect to incur losses until we are able produce shells consistently on a
production-wide basis and are able to market these shells to generate revenues.
The Company's business strategy is dependent upon the successful implementation
of the following:

         (i)      Develop and manufacture the Company's own shells

                  The Company's manufacturing process allows for the production
of insulating shells in a manner to enable the evacuation of gases or the
addition of low conductive gas into the shells. Such evacuation results in lower
gas pressure or gases within the shells that can reduce thermal conductivity,
thus providing improved insulating qualities. The manufacturing process involves
the formation of water vapor in the shells and then the subsequent evacuation of
the shells by heating the shells. This process causes out-permeation of the
water vapor.

                  To the best of management's knowledge, no one has been able to
develop a commercially viable process for the production of fully evacuated
glass shells, due to, among other factors, manufacturing and technical
restraints. Currently, there are three large multinational companies that
manufacture shells. The essential difference between the manufacturing process
for partially evacuated shells, as compared to substantially or fully evacuated
shells, is the technique employed to evacuate gases from the shells which
improve its thermal conductivity or insulating value. Our plans to market
non-evacuated shells for several uses will compete directly with others in this
market. We plan to have non-evacuated shells available to sell in the general
market because not all shells during the manufacturing process will be
evacuated. These non-evacuated shells will be separated and sold for general use
as fillers, but will be produced at a substantially reduced cost.

                                       9
<PAGE>

                  Our present expertise and equipment can be used to manufacture
partially evacuated shells. To-date we have manufactured pilot plant quantities
of shells but have not produced commercial quantities.

         (ii)     Expand the shell technology to other products

                  We believe the potential exists to commercially exploit other
markets suitable for our shell technologies. These include filler materials for
bowling balls, aroma therapy applications and construction components such as
drywall, gypsum board, prefabricated cement products, home siding materials and
space foam insulation as potential markets. Other potential markets include
refrigeration and cooling systems, automotive and transportation applications,
and cups and thermoses. There is no assurance that we will be able to attract
capital to manufacture our products or successfully penetrate any of these
markets. We will only be able to implement this strategy if we are able to
economically manufacture highly or partially evacuated shells.

RESULTS OF OPERATIONS

FOR THE  THREE-MONTH  PERIOD ENDED DECEMBER 31, 2002 COMPARED TO THE THREE-MONTH
PERIOD ENDED DECEMBER 31, 2001

Sales
-----
There were no sales for the three-month periods ended December 31, 2002 and
2001. We produced limited quantities of microspheres and have not generated any
revenues from these products during the periods ended December 31, 2002 and
2001. There are no assurances that we will be able to generate significant
revenues from these products or products incorporating this technology in the
future.

Selling, General and Administrative Expenses
--------------------------------------------
For the three-month period ended December 31, 2002, total selling, general, and
administrative expenses were $67,843 as compared to $247,260 for the three-month
period ended December 31, 2001, a decrease of $179,417 or 73%. This decrease is
related primarily to a reduction in payroll expenses, consulting expenses, legal
fees, and rent experienced during the current period.

Interest Expense
----------------
Interest expense, net of interest income, decreased 100%, or $73,661 to $0 for
the three-month period ended December 31, 2002 from $73,661 in the previous
three-month period ended December 31, 2001. Interest expense primarily related
to our outstanding convertible debentures, which were converted to common stock
payable as pursuant to the confirmation of the Plan of Reorganization. These
shares of common stock have not been issued as of December 31, 2002.

                                       10
<PAGE>

Net Loss
--------
The net loss and the net loss per share was $67,843 and $0.07, respectively, for
the three-month period ended December 31, 2002, as compared to a net loss and
net loss per share of $320,921 and $0.32, respectively, for the three-month
period ending December 31, 2001. This decrease is primarily related to a
reduction in selling, general and administrative and interest expense during the
current period. On a weighted average basis, there were 1,000,000 shares
outstanding for three-month period ending December 31, 2002 as compared to
994,123 shares outstanding for three-month period ended December 31, 2001.

LIQUIDITY AND CAPITAL RESOURCES

To date, we have funded our capital requirements and business operations,
including product development activities with funds provided by the sale of our
securities and from borrowings. During the period ended December 31, 2002, Pac
Funding advanced us $56,467 to cover operating expenses.

We continue to experience operating losses. Our net working capital deficiency
and stockholders' deficit are $213,462 and $361,979 at December 31, 2002. We
have not historically generated sufficient revenues from operations to self-fund
our capital requirements. Management is focusing on raising additional capital
to fund its present development. We do not have sufficient working capital to
meet our immediate needs.

Historically, our business has not generated sufficient cash flow from
operations and we are uncertain that future capital will be available to us to
enable us to fund our business and capital expenditure needs. Even though the
Plan of Reorganization is confirmed, ThermaCell will be dependent upon continued
funding through Pac Funding. There is no assurance that Pac Funding will
continue funding ThermaCell. Although management of ThermaCell is optimistic
that it will be able to generate revenues in the near future, there is no
assurance that such revenues will be substantial or allow us to continue our
existence.

We will not be able to meet our future cash requirements unless new financing is
obtained. Moreover, we will require substantial capital to execute our Plan of
Reorganization to remain a going concern. We will need short term outside
investments on a continuing basis to finance our current operations. Our
revenues for the foreseeable future may not be sufficient to attain
profitability. We expect to continue to experience losses in the near future. If
we do not obtain short-term financing, we may not be able to continue as a going
concern. We do not have a bank line of credit and there can be no assurance that
any required or desired financing will be available through bank borrowings,
debt, or equity offerings, or otherwise, on acceptable terms. If future
financing requirements are satisfied through the issuance of equity securities,
investors may experience significant dilution in the net book value per share of
common stock and there is no guarantee that a market will exist for the sale of
the Company's shares.

                                       11
<PAGE>

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
The estimated fair value of the Company's liabilities approximated their
carrying value at the period end.

The Company issues stock in lieu of cash for certain transactions. The fair
value of the stock, which is based on comparable cash purchases or the value of
services, whichever is more readily determinable, is used to value the
transaction.

The Company records the receipt of payment for common stock that has not been
issued to the stockholder as a common stock payable in the financial statements.

Inflation

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

Going Concern Assumption

Our losses and other factors resulted in most of our available cash resources
being used to support operating activities. In addition, the Company has assumed
significant commitments and obligations as described in the financial
statements. These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

Management has taken certain steps to revise the operating and financial
requirements of the Company, which it believes are sufficient to provide the
Company with the ability to continue in existence. Management believes that the
Chapter 11 filing has allowed the Company to reorganize and rethink its
direction, and to attract additional financing to sustain its business during
this fiscal year.

                                       12
<PAGE>

Item 3. Controls and Procedures

Within 90 days prior to the date of filing of this report, we carried out an
evaluation, under the supervision and with the participation of our Chief
Executive Officer, of the design and operation of our disclosure controls and
procedures. Based on this evaluation, our Chief Executive Officer concluded that
our disclosure controls and procedures are effective for gathering, analyzing
and disclosing the information that we are required to disclose in the reports
we file under the Securities Exchange Act of 1934 within the time periods
specified in the SEC's rules and forms. Our Chief Executive Officer also
concluded that our disclosure controls and procedures are effective in timely
alerting them to material information relating to our company required to be
included in our periodic SEC filings. In connection with the new rules, we are
in the process of further reviewing and documenting our disclosure controls and
procedures, including our internal controls and procedures for financial
reporting, and may from time to time make changes designed to enhance their
effectiveness and to ensure that our systems evolve with our business. There
have been no significant changes in our internal controls or in other factors
that could significantly affect internal controls subsequent to the date of this
evaluation.

                                       13
<PAGE>

PART II - OTHER INFORMATION

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

In November 2001, we filed a voluntary petition for relief under Chapter 11 of
the United States Bankruptcy Code in the United States Bankruptcy Court for the
Middle District of Florida in Tampa, Florida. Since November 2001, we had
arranged for debtor-in-possession financing with our largest shareholder. Our
plan of reorganization was approved on August 30, 2002, which requests creditors
to accept our shares and to have the debtor-in-possession funding source also
accept our shares as part of this reorganization. Management believes that the
shell technology is viable and that there are substantial markets for its
products. The organization proceedings will help ThermaCell achieve its
objectives and retain some shareholder value.

Item 2.  Changes in Securities and Use of Proceeds
         -----------------------------------------
                  None

Item 3.  Defaults Upon Senior Securities
         -------------------------------
                  None

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------
                  None

Item 5.  Other Information
         -----------------
                  None

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

          (a)  Exhibits

               99.1 Certification Pursuant to 18 U.S.C. Section 1350, as adopted
               pursuant  to  Section  906 of the  Sarbanes-Oxley  Act of 2002 by
               ThermaCell Technologies' Chief Executive Officer.

          (b)  Reports of Form 8-K
               -none

                                       14
<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    6/2/2003
                                                  /s/ Steven Hinsley
                                                  ----------------------------
                                                      Steven Hinsley
                                                      President

                                       15