U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

     [ X ] ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE  SECURITIES
EXCHANGE ACT OF 1934


                      For the year ended September 30, 2002
                      -------------------------------------

     [ ]  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
EXCHANGE ACT OF 1934

                         Commission File Number 0-21279


                          THERMACELL TECHNOLOGIES, INC.
                          -----------------------------
             (Exact name of registrant as specified in its charter)

          FLORIDA                                      59-3223708
          -------                                      ----------
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                    Identification No.)

         901 Chestnut Street, Suite A, Clearwater, Florida           33756
         -------------------------------------------------           -----
         (Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code: (727) 443-0788

Securities registered pursuant to Section 12(b) of the Act: NONE

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 shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

[  ] Yes  [X] No

Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy of information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB [X]

State issuer's revenues for its most recent reporting period (Fiscal year)

 $14,041.
 -------

Aggregate market value of the voting stock held by non-affiliates of the
registrant at March 31, 2003 was $-0-. The bid price of the common stock at that
date was $-0-.

The number of shares outstanding of the Issuer's Common Stock, $.0001 Par Value,
as of April 30, 2003 was 6,000,000.

DOCUMENTS INCORPORATED BY REFERENCE:        None
                                            ----
<PAGE>

                          THERMACELL TECHNOLOGIES, INC.

                               FORM 10-KSB - Index
                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2002
<TABLE>

<S>              <C>                                                                         <C>
PART I                                                                                           Page

Item 1.           Business                                                                         1.

Item 2.           Properties                                                                       9.

Item 3.           Legal Proceedings                                                                9.

Item 4.           Submission of Matters to a Vote of Security Holders                             10.

PART II

Item 5.           Market of the Registrant's Securities and Related Stockholder Matters           11.

Item 6            Management's Discussion and Analysis of Financial Condition and
                  Results of Operations                                                           12.

Item 7.           Financial Statements                                                            20.

Item 8.           Changes in and Disagreements with Accountants on Accounting
                  and Financial Disclosures                                                       20.

PART III

Item 9.           Directors and Executive Officers of the Registrant                              21.

Item 10.          Executive Compensation                                                          22.

Item 11.          Security Ownership of Certain Beneficial Owners and Management                  24.

Item 12.          Certain Relationships and Related Transactions                                  25.

Item 13.          Exhibits, Consolidated Financial Statements, Schedules and Reports
                  on Form 8-K                                                                     27.

Item 14. Controls and Procedures                                                                  28.

Signatures                                                                                        29.
</TABLE>

                                       i
<PAGE>


This Form 10-KSB contains forward looking statements, within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, regarding future events and the future performance of the
Company involve risks and uncertainties which may cause the Company's actual
results in future periods to be materially different from any future performance
suggested herein. The words "anticipated," "believe," "expect," "plan,"
"intend," "seek," "estimate," "project," "will," "could," "may" and similar
expressions are intended to identify forward-looking statements. These
statements include, among others, information regarding future operations,
future capital expenditures and future net cash flow. Such statements reflect
our current views with respect to future events and financial performance and
involve risks and uncertainties, including, without limitation, general economic
and business conditions, changes in foreign, political, social and economic
conditions, regulatory initiatives and compliance with governmental regulations,
the ability to achieve further market penetration and additional customers, and
various other matters, many of which are beyond our control. Should one or more
of these risks or uncertainties occur, or should underlying assumptions prove to
be incorrect, actual results may vary materially and adversely from those
anticipated, believed, estimated, or otherwise indicated, consequently, all of
the forward-looking statements made in this Form 10-KSB are qualified by these
cautionary statements and there can be no assurance of the actual results or
developments.

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

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").

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 (50%) 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.

                                       1
<PAGE>

-        General unsecured creditors and unsecured claims pursuant to the Plan
         of Reorganization are entitled to 4,000,000 new ThermaCell common
         shares (40%).

-        The existing shareholders of ThermaCell are entitled to 1,000,000 new
         common shares (10%) 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 will be 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 September 30, 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. Management of ThermaCell is in
         the process of negotiating with the IRS to reduce the amount of this
         claim, and believes that it will be able to substantially reduce the
         ultimate amount payable to the IRS over time. 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.

Background and History

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.

                                       2
<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.

On November 30, 1995, we acquired the assets of C.F. Darling Paint & Chemicals,
Inc., a paint manufacturing company, located in New Port Richey, Florida
("Darling Paint") for approximately $250,000 in cash. This facility was acquired
to produce and develop paints and coatings for our ThermaCool(TM) product line
which incorporates our shell technology. This facility and operations were
closed during fiscal year 2000.

On July 28, 1997, we acquired all of the outstanding common stock, representing
100% ownership of Atlas Chemical Co.("Atlas"), a paint manufacturer and
distributor, located in Miami, Florida. We acquired Atlas to provide a larger
manufacturing facility for production of our paints and coatings, as well as,
obtaining an established marketing and distribution channel which included major
accounts such as Ace Hardware, Lowes, and others. This facility and operations
were closed on November 24, 2000 because of the lack of funds to maintain the
operation. All personnel were terminated on that date. Atlas was later sold
pursuant to a Stock Purchase Agreement to Great Lakes Oil and Gas, Inc. on
September 30, 2002.

We acquired T-Coast Pavers/Sealco Systems, Inc.("T-Coast") on December 1, 1998
for 300,000 shares of its common stock, then valued at $300,000 and an
employment agreement with T-Coast's founder and key executive for the payment of
an additional 300,000 shares over a three year employment period which were not
issued. This company provided paver installation and driveway sealant and
coating services primarily to contractors in Southeast Florida. We entered into
a Stock Purchase Termination Agreement, which is effective April 1, 2001, which
divests the purchase of this company. Under this agreement, the 300,000 shares
were cancelled and the parties entered into mutual general releases. Maurice
Malacarne, the shareholder of T-Coast agreed to resign from our board of
directors. We classified T-Coast as a discontinued operation as of April 1, 2001
and has been reflected as such in our financial statements.

On December 1, 1998, we acquired American Paints, Inc., a Pompano Beach, Florida
paint manufacturer and distributor for 572,000 common shares. American Paints'
operations were consolidated into the Company's Atlas manufacturing facility to
reduce duplicate costs in April 2000.

We have not been able to generate sufficient sales during our operating history
to fund our ongoing operating expenses or our continuing product development
activities. We have sustained significant operating losses since our inception
resulting in an accumulated deficit of $16,985,403 at September 30, 2002.

                                       3
<PAGE>

Business Strategy

Our business strategy is to develop and commercialize shell technology and
products incorporating shell technology. An important element in the 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 Vaxcells(TM) 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.

                  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.

                                       4
<PAGE>

         (iii)    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.

Manufacturing Facilities and Techniques

During the years ended September 30, 2000 and 2001, management acquired
machinery, tooling, a high temperature furnace and other items to develop a
pilot facility necessary to manufacture evacuated shells. Management determined
that these assets were impaired during the year ended September 30, 2001 and
accordingly they were recorded as a loss on impairment of fixed assets during
the year. Production of limited quantities of shells was accomplished during
fiscal year 2002. A substantial facility will need to be built to provide shells
in quantities greater than 1.5 million pounds on an annual basis.

The basic process of manufacturing glass shells involves heating glass and then
partially drying and crushing the glass composition. The glass composition is
then size separated for specific applications. Glass shells are then formed and
blown at high temperatures with the use of heat generated by a vertical furnace.
The completed glass shells are then separated from the shell residue. Other
types of glass shells have also been developed by ThermaCell.

Management is aware of three other companies that currently manufacture glass
shells. These glass shells are primarily used as filler material for plastics
and ceramics. The non-evacuated glass shells are used because they provide an
improved "ball bearing" effect for better flow, and as a low cost filler
material in compounding. The manufacturing techniques proposed by us would be
similar to those currently utilized to manufacture these shells, except that we
would also employ procedures which evacuate or substantially evacuate the shells
in the final stages of the production process.

Competition

Our products may compete in the special purpose coatings market which is an
extremely competitive market principally composed of large multinational
companies that have significantly greater assets, working capital, and marketing
personnel than us. Special purpose coatings are similar to architectural
coatings such as normal house paints, but differ in that they are formulated for
special applications or environmental conditions, such as extreme temperatures,
chemicals, or corrosive conditions.

                                       5
<PAGE>

Major producers of special purpose coatings include PPG Industries, DuPont,
Sherwin-Williams, RPM, Inc., Inmont, Courtaulds, PLC, Glidden, Azkon.V., and
Valspar Corp. The U.S. Bureau of Census valued the special purpose coatings
market at approximately $3 billion in 1997. The roofing, coating and industrial
construction coating market segment represents approximately 15% of the total
"special purpose coatings" market, or 28 million gallons valued at approximately
$450 million. We believe that the primary competitive factors in the special
coatings product segment are quality, ease of use, service, warranty,
availability, and price.

Our current supply sources of shells could become our competitors. We expect
that if our products become successful, our competitors will be more likely to
develop and introduce into the market place comparable products and
technologies. There is no assurance that we will be able to compete in the
special purpose coatings or other similar markets.

Product Liability Insurance and Warranties

The Company does not currently have product liability insurance in force. These
policies lapsed for non-payment of premiums.

Employees

As of September 30, 2002, the Company had a total of three employees. Of the
employees, two are salaried and one is paid hourly.

Risk Related to our Business

         1. Future Capital Requirements. The availability of capital will
continue to be extremely limited since the Company emerged from bankruptcy. New
sources of financing are questionable and numerous uncertainties will continue
to exist. Traditional sources of financing may be unavailable for a number of
years.

         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. There is no assurance that Pac will continue funding
ThermaCell after the Plan of Reorganization confirmation. 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
the Company to continue its existence.

         2. Losses from Operations; Accumulated Deficit; Negative Net Worth;
Negative Working Capital and Going Concern Opinion. The Company has sustained
significant operating losses since its inception resulting in an accumulated
deficit of approximately $16,985,403 at September 30, 2002. The Company's
independent auditors in their report regarding the Company's financial
statements as of September 30, 2002, indicate that since the Company has a
history of recurring losses from operations and insufficient cash resources to
fund a plan of operations, substantial doubt exists as to the Company's ability
to continue as a going concern. Management's strategy of developing a

                                       6
<PAGE>

commercially viable manufacturing process for shells and expansion into new
markets for its shell technology will result in the Company incurring
substantial additional losses due to the costs associated with these strategies.
The Company is not currently generating sufficient revenues from its operations
to repay existing indebtedness or fund product development activities. The
Company will continue to incur significant losses until the Company is able to
increase its sales, expand its product line and increase its distribution
capabilities sufficiently to offset ongoing operating and expansion costs. There
can be no assurance that the Company will ever generate sufficient revenues to
allow the Company to achieve profitable operations.

         3. Dependence on New Product Development and Market Acceptance. The
Company's continued existence is dependent on increased consumer awareness and
acceptance of the Company's existing and new products through the use of
partially evacuated shells. No assurances can be given that the Company will be
able to successfully develop new products, that any new products developed will
meet with consumer acceptance in the marketplace. The acceptance and demand for
the Company's products are based upon the need for, and technological acceptance
of, the Company's shell technology. No assurance can be given that the Company's
future products can be sold at acceptable gross profit levels or that the
Company will be able to develop, manufacture and distribute new products at such
levels.

         4. Need for Additional Financing. The Company will require additional
financing in the future to support its operations and any expansion plans may
result in additional dilution to shareholders. There can be no assurance that
the Company's operations will supply the revenues necessary for such purpose.
There can be no assurances given that such financing will be available in the
amounts required or, if available, that such financing may be obtained on terms
satisfactory to the Company.

         5. Product Liability Claims. The Company could be subject to product
liability claims in connection with the use of the products that it proposes to
sell. There can be no assurance that the Company would have sufficient resources
to satisfy any liability resulting from the product claims or would be able to
have its customers indemnify or insure the Company against such claims.

         6. Future Acquisitions. The Company may expand its business, in part,
through the acquisition of compatible products or businesses. In attempting to
locate and consummate such acquisitions, the Company may be competing with other
prospective purchasers of the acquisition candidate, many of which may have
greater resources than the Company. There can be no assurance that suitable
acquisition candidates can be identified and acquired on terms favorable to the
Company, or that the acquired product lines or operations can be profitably
operated or integrated into the Company's operations. In addition, any
internally generated growth experienced by the Company could place significant
demands on the Company's management, thereby restricting or limiting its
available time and opportunity to identify and evaluate potential acquisition,
candidates. The ability of the Company to consummate acquisitions will depend on
its ability, to obtain sufficient financing on acceptable terms, of which there
can be no assurance. To the extent management is successful in identifying
suitable companies or products lines for acquisition, the Company may deem it

                                       7
<PAGE>

necessary or advisable to finance such acquisitions through the issuance of
Common Stock, securities convertible into Common Stock, or debt financing, or a
combination thereof. In such cases, the issuance of Common Stock or convertible
securities could result in further dilution to the purchasers at the time of
such issuance or conversion. The issuance of debt to finance acquisitions may
result, among other things, in the encumbrance of certain of the Company's
assets, may impede the Company's ability to obtain bank financing, decrease the
Company's liquidity, and adversely affect the Company's ability to declare and
pay dividends to its stockholders.

         7. Limitation of Directors' Liability. The Company's Certificate of
Incorporation contains a provision which, in substance, eliminates the personal
liability of the directors to the Company and its stockholders for monetary
damages for breaches of their fiduciary duties as directors to the fullest
extent permitted by Florida law. By virtue of this provision, under current
Florida law, a director of the Company will not be personally liable for
monetary damages for breach of his fiduciary duty, except for liability for: (a)
breach of his duty of loyalty to the Company or to its stockholders; (b) acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law; (c) dividends or stock repurchases or redemptions that are
unlawful under Florida laws; and (d) any transaction from which he receives an
improper personal benefit. This provision pertains only to breaches of duty by
directors and not in any other corporate capacity, such as officers, and limits
liability only for breaches of fiduciary duties under Florida corporate law and
not for violations of other laws such as the federal securities laws. As a
result of the inclusion of such provision, stockholders may be unable to recover
monetary damages against directors for actions taken by them that constitute
negligence or gross negligence or that are in violation of their fiduciary
duties, although it may be possible to obtain injunctive or other equitable
relief with respect to such actions. The inclusion of this provision in the
Company's Certificate of Incorporation may have the effect of reducing the
likelihood of derivative litigation against directors, and may discourage or
deter stockholders or management from bringing a lawsuit against directors for
breach of their duty of care, even though such an action, if successful, might
otherwise have benefited the Company and its stockholders. It is the position of
the Securities and Exchange Commission that, insofar as the foregoing provisions
may be invoked to disclaim liability for damages arising under the Securities
Act, such provisions are against public policy as expressed in the Securities
Act and are therefore unenforceable.

         8. No Dividends and None Anticipated. The payment by the Company of
dividends, if any, in the future rests within the discretion of its Board of
Directors and will depend, among other things, upon the Company's earnings, its
capital requirements and its financial condition, as well as other relevant
factors. The Company has not paid or declared any dividends upon its Common
Stock since its inception and by reason of its present financial status and its
contemplated future financial requirements does not contemplate or anticipate
paying any dividends upon its Common Stock in the foreseeable future.

         9. Impairment of Patent and Trademark Rights. The Company has certain
patent rights relating to the manufacturing processes for evacuating
microspheres and the use of microspheres in paintings and coatings. Current
management uses different manufacturing and processing techniques to partially
evacuate microspheres then the processes described in the Company's patent
applications. Furthermore, the Company has discontinued its paintings and
coatings operations. Therefore, the future value, if any, of the Company's
patent and trademark rights are uncertain resulting in the write-off of the
intangible assets relating to patents and trademarks.

                                       8
<PAGE>

         10. Control of the Company by Pac Funding and the Augustine Fund. The
Augustine Fund and Pac Funding currently own 5,541,195 shares of ThermaCell's
common stock, which represents 92% of ThermaCell's outstanding Common Stock as
of April 30, 2002. In addition, Augustine Fund is owed an additional 1,967,292
pursuant to the Plan of Reorganization. Thus, the Augustine Fund and Pac Funding
are in a position to control the affairs of ThermaCell. In addition, the
Augustine Fund, through its beneficial ownership of Pac Funding, was granted a
substantial number of additional shares of ThermaCell's common stock through the
Plan of Reorganization. Thus, the Augustine Fund and its affiliates will be in a
position to elect our directors, accept or reject acquisition or divestiture
proposals, and control the affairs and direction of ThermaCell's business and
future operations.

         12. Lack of Public Trading Market. ThermaCell's Common Stock currently
trades in the "pink sheets" and has limited volume. In order the ThermaCell's
shares to commence trading on the OTC:BB electronic bulletin board, ThermaCell
will need to become current in its periodic reporting obligations under the
Securities Exchange Act of 1934, as amended. This Form 10-KSB is filed on a
delinquent basis. ThermaCell anticipates filing the delinquent Form 10-QSB for
the period ending December 31, 2002 in the near future. ThermaCell will not be
able to commence trading on the OTC:BB electronic bulletin board until the
delinquent Form 10-QSB is filed, and all future Form 10-QSB's are filed on a
timely basis. There is no assurance that the NASD will clear a Form 15c2-11 or
that ThermaCell will able to locate a market maker that will initiate quotations
for ThermaCell's securities on the OTC:BB electronic bulleting board. In
addition, the SEC and the NASD have adopted certain rules effecting "penny
stocks". As a result of the rules regulating "penny stocks", the market
liquidity for ThermaCell's securities is adversely affected by limiting the
ability of broker-dealers to sell ThermaCell's securities and the ability of
purchasers to sell their securities in the secondary market.

ITEM 2.  PROPERTIES.

During the year, we leased and occupied 12,320 sq. ft. of space at 440 Fentress
Blvd., Daytona Beach, Florida where we maintained our corporate offices and
development of the initial production facilities for evacuated shells. This
lease expires October 31, 2004. Lease payments were $5,713.40 monthly. The
facility consisted of approximately 2,500 square feet of office space with the
balance being used for warehousing and manufacturing. Subsequent to year end, we
have cancelled this lease and vacated this building in search of a smaller less
expensive facility.

ITEM 3.  LEGAL PROCEEDINGS.

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

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 have
arranged for debtor-in-possession financing with our largest shareholder. Our
plan of reorganization was approved on August 30, 2002, which requests creditors

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<PAGE>

to accept our shares and to have the debtor-in-possession funding source also
accept our shares as part of this reorganization. Current shareholders will be
substantially diluted as part of this reorganization plan. 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 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

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<PAGE>


                                     PART II

ITEM 5.  COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.

Our common stock was listed and traded on NASDAQ under the symbol VCLL until
February 23, 2000 at which time it was de-listed for non-compliance.
Subsequently, our securities were listed on the NASD OTC:BB until February 23,
2001 at which time they were removed and thereafter listed in the Pink Sheets.
The following table sets forth, for the periods indicated, the range of high bid
and low bid closing quotations for our securities during the last two years. The
tables reflect the 1 for 4 reverse split that occurred in March 2000. These
quotations are between dealers and do not include retail mark-ups, mark-downs,
or other fees or commissions, and may not represent actual trades.

                                            Common                Redeemable
                                            Stock                  Warrants

                                          Bid                     Bid
     2002 Fiscal Year           High      Low   Closing  High     Low    Closing


     First quarter              .05     .05      .05      -        -        -

     Second quarter             .06     .06      .06      -        -        -

     Third quarter              .05     .05      .05      -        -        -

     Fourth quarter             .04     .04      .04      -        -        -


                                           Common                Redeemable
                                           Stock                  Warrants

                                          Bid                     Bid
     2001 Fiscal Year           High      Low    Closing High     Low    Closing


     First quarter              .937     .187     .187     -       -        -

     Second quarter             .375     .100     .140     -       -        -

     Third quarter              .190     .060     .060     -       -        -

     Fourth quarter             .120     .050     .080     -       -        -



As of September 30, 2002, there were approximately 135 holders of record for
common stock. Our warrants expired on March 12, 2001, and no longer exist as a
separate security.

There has been no recent trading market for the Company's Common Stock and there
can be no assurance that a public market for the Common Stock will develop or be
sustained. Until the Company has the NASD clear a Form 15c2-11, the Company does
not expect to be eligible for listing of its Common Stock on the OTC:BB. There
is no assurance the Company will ever have a Form 15c2-11 declared effective by
the SEC or NASD. The Company is still delinquent in its periodic reporting
obligations under the Securities Exchange Act of 1934 and cannot recommence

                                       11
<PAGE>

trading on the OTC:BB until all delinquent reports are filed. Trading, if any,
in the Company's securities will be conducted by what are commonly referred to
as the "pink sheets." Such trading may cause the Company's Common Stock to be
significantly less liquid than common stock or other securities listed on the
NASDAQ National Market or the NASDAQ Small Cap Market. As a result, a
shareholder may find it difficult to dispose of, or to obtain accurate
quotations as to the price of the Company's securities. In addition, the
Company's securities may be subject to so-called "penny stock" rules that impose
additional sales practice and market making requirements on broker-dealers who
sell and/or make a market in such securities. This could affect the ability or
willingness of broker-dealers to sell and/or make a market in the Company's
securities and the ability of holders of the Company's securities to sell their
securities in the secondary market.

The market prices for securities of emerging companies have historically been
highly volatile. Future announcements concerning the Company or its competitors'
results, as well as investor perception of the Company and industry and general
economic and market conditions may have a significant impact on the market price
of the Company's securities. In addition, the stock market is subject to price
and volume fluctuations that affect the market prices for companies in general,
and small capitalization companies in particular, and are often unrelated to
their operating performance.

The Company has not paid any dividends on its common stock and does not intend
to pay cash dividends on its common stock in the foreseeable future. The Company
intends to follow a policy of retaining earnings, if any, to finance the
development and expansion of its business.

Continental Stock Transfer & Trust Company of New York, New York acts as the
Company's Transfer Agent and Warrant Agent.


ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

This Form 10-KSB contains forward looking statements, within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, regarding future events and the future performance of the
Company involve risks and uncertainties which may cause the Company's actual
results in future periods to be materially different from any future performance
suggested herein. The words "anticipated," "believe," "expect," "plan,"
"intend," "seek," "estimate," "project," "will," "could," "may" and similar
expressions are intended to identify forward-looking statements. These
statements include, among others, information regarding future operations,
future capital expenditures and future net cash flow. Such statements reflect
our current views with respect to future events and financial performance and
involve risks and uncertainties, including, without limitation, general economic
and business conditions, changes in foreign, political, social and economic
conditions, regulatory initiatives and compliance with governmental regulations,
the ability to achieve further market penetration and additional customers, and
various other matters, many of which are beyond our control. Should one or more
of these risks or uncertainties occur, or should underlying assumptions prove to
be incorrect, actual results may vary materially and adversely from those
anticipated, believed, estimated, or otherwise indicated. Consequently, all of
the forward-looking statements made in this Form 10-KSB are qualified by these
cautionary statements and there can be no assurance of the actual results or
developments.

                                       12
<PAGE>

General

We were a developmental stage enterprise during our initial three years of
operation for the fiscal years through September 30, 1997. During this
development stage period, we devoted the majority of our efforts on research and
development, financing, marketing and activities related to starting up
production of our proprietary technology. These activities were funded by
investments from stockholders and borrowings from unrelated third parties. Since
fiscal year 1998, we have been an operating stage enterprise based upon the
several acquisitions that were completed. With acquisitions, particularly Atlas
Chemical, we evolved from the development stage to an operating enterprise and
our principal line of business was the sale of paints and coatings within the
paint industry. With the closing of Atlas Chemical during November 2000, we
discontinued our manufacturing of all paint or coating products. Furthermore,
our ThermaCool(TM) coating is not presently being manufactured.

We have not been able to generate sufficient revenues during our operating
history to fund our ongoing operating expenses. We have sustained significant
operating losses since our inception resulting in an accumulated deficit of
$16,985,403 at September 30, 2002.

Chapter 11 Reorganization Proceeding

We have sustained significant operating losses since our inception. Management's
restructuring strategy of developing a commercially viable manufacturing process
for microspheres and the expansion into markets for our shell technology may
result in additional losses due to the costs associated with these strategies.
We expect to incur losses until we are able to generate sales of microspheres
and develop our distribution capabilities to a sufficient revenue level to
offset ongoing operating and expansion costs.

Management's previous strategies of expanding the ThermaCool(TM) product line,
developing a commercially viable manufacturing process for shells, and expansion
into new markets for its shell technology would have resulted in substantial
additional losses due to the costs associated with these strategies.

We have operated as a debtor-in-possession under Chapter 11 of the United States
Code (the "Bankruptcy Code") since November 2001. In November 2001, we 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").

                                       13
<PAGE>


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 (50%) 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 (40%).

-        The existing shareholders of ThermaCell are entitled to 1,000,000 new
         common shares (10%) 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 will be 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 September 30, 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. Management of ThermaCell is in
         the process of negotiating with the IRS to reduce the amount of this
         claim, and believes that it will be able to substantially reduce the
         ultimate amount payable to the IRS over time. 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.

                                       14
<PAGE>

Results of Operations
Fiscal Year 2002 Compared to Fiscal Year 2001

Sales

Sales for the fiscal year ended 2002 were $14,041 as compared to $0 for the
fiscal year ended September 30, 2001. Sales during 2002 represented our initial
sales of our microsphere products. During the fiscal year ended September 30,
2002, we produced limited quantities of microspheres and have not generated
significant revenues these products during the year ended September 30, 2002 and
2001.

Cost of Sales

Cost of sales for the fiscal year ended September 30, 2002 were $6,151 as
compared to $0 for the fiscal year ended September 30, 2001. Costs of sales
primarily consisted of raw materials purchases for microsphere production.

Gross Profit

Gross profit for the fiscal year ended September 30, 2002 was $7,890 as compared
to $0 for the fiscal year ended September 30, 2001. Gross profit represented 56%
of sales for the fiscal year ended September 30, 2002.

Selling, General and Administrative Expenses

For the year ended September 30, 2002, total selling, general, and
administrative expenses were $1,013,438 as compared to $1,492,464 for the
previous fiscal year, a decrease of $479,026 or 32%. This decrease was largely
due a decrease in professional, consulting fees, depreciation, and amortization
costs.

Loss on Impairment of fixed assets and intangible assets

During the fiscal year ended September 30, 2001, we had determined that pursuant
to FASB No. 121, our fixed assets, patents and trademarks were impaired. In
performing our review of the recoverability of these assets, we determined that
there will be no future cash flows from their use and consequently had recorded
a loss on impairment of fixed assets of $488,492 and a loss on impairment of
intangible assets of $560,004 during the fiscal year ended September 30, 2001.

Interest Expense

Interest expense decreased 27%, or $81,477 to $220,186 for the fiscal year ended
September 30, 2002 from $301,663 in the previous fiscal year ended September 30,
2001. This decrease for the fiscal year ended September 30, 2002 from the same
period of 2001 was primarily the result of the conversion of notes payable to
our common stock during the current year.

                                       15
<PAGE>


Gain on Bankruptcy Reorganization

Our bankruptcy reorganization resulted in an extraordinary gain of $569,784 from
the discharge of certain liabilities at their original costs, and was recognized
during the year ended September 30, 2002.

Net Loss

The net loss and the net loss per share was $690,133 and $.69, respectively, for
the fiscal year ended September 30, 2002, as compared to a net loss and net loss
per share of $2,916,157 and $6.19, respectively, for the fiscal year ended
September 30, 2001. The decrease in loss is, in part, attributed to our lower
level of selling, general and administrative costs over the prior fiscal year
and the charge for discontinued operations in the prior fiscal year with a no
similar charge in the current period. On a weighted average basis, there were
998,519 shares outstanding for fiscal year ended September 30, 2002 as compared
to 471,107 shares outstanding for fiscal year ended September 30, 2001.

Fiscal Year 2001 Compared to Fiscal Year 2000

Revenues

There were no revenues for the fiscal years ended September 30, 2001 and 2000.
We were developing our microsphere technology and did not generate revenues from
products associated with this technology during these periods.

Selling, General and Administrative Expenses

For the year ended September 30, 2001, total selling, general, and
administrative expenses were $1,492,464 as compared to $2,960,988 for the
previous fiscal year, a decrease of $1,468,524 or 50%. This decrease was largely
due a decrease in professional and consulting fees of approximately $1,084,000
paid with our common stock from the year ended September 30, 2000 to 2001. In
addition, payroll and insurance expenses decreased approximately $185,000 from
the year ended September 30, 2000 to 2001. Amortization expense decreased
approximately $200,000 from the year ended September 30, 2000 to 2001 which was
associated with our goodwill that was written-off during the year ended
September 30, 2000.

Loss on Impairment of fixed assets and intangible assets

During the fiscal year ended September 30, 2001, we had determined that pursuant
to FASB No. 121, our fixed assets, patents and trademarks were impaired. In
performing our review of the recoverability of these assets, we determined that
there will be no future cash flows from their use and consequently had recorded
a loss on impairment of fixed assets of $488,492 and a loss on impairment of
intangible assets of $560,004 during the fiscal year ended September 30, 2001.

Interest Expense

Interest expense decreased 7%, or $24,141 to $301,663 for the fiscal year ended
September 30, 2001 from $325,804 in the previous fiscal year ended September 30,
2000.

                                       16
<PAGE>

Loss on discontinued operations

During year ended September 30, 2000, we closed our Atlas Chemicals operation in
Miami, Florida because of the lack of working capital. This closing resulted in
a charge of $2,848,852 during the fiscal year ended September 30, 2000. During
the fiscal year ended September 30, 2001, we generated a loss from this
discontinued division of $66,590.

We entered into a Stock Purchase Termination Agreement effective April 1, 2001,
which divested the purchase of T-Coast Pavers. Under this agreement, the 300,000
shares were returned to us and the parties entered into mutual general releases.
During the fiscal year ended September 30, 2001 and 2000, T-Coast Pavers was
recorded as a discontinued operation that resulted in a loss of $6,944 and
$24,234, respectively.

Net Loss

The net loss and the net loss per share was $2,916,157 and $6.19, respectively,
for the fiscal year ended September 30, 2001, as compared to a net loss and net
loss per share of $6,459,774 and $21.47, respectively, for the fiscal year ended
September 30, 2000. The decrease in loss is, in part, attributed to our lower
level of selling, general and administrative costs over the prior fiscal year
and the charge for discontinued operations in the prior fiscal year with a no
similar charge in the current period. On a weighted average basis, there were
471,107 shares outstanding for fiscal year ended September 30, 2001 as compared
to 300,883 shares outstanding for fiscal year ended September 30, 2000. The
weighted average shares outstanding for the years ended 2001 and 2000 were
retroactively adjusted for the reverse stock split authorized in the Plan of
Reorganization.

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 fiscal year ended September 30, 2002,
we received $548,790 from the issuance of notes payable. During this period,
only limited other capital, as discussed below, was received by the company to
conduct its operations.

We continue to experience operating losses. Our net working capital deficiency
and stockholders' deficit are $294,136 at September 30, 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 it present development. We do not have sufficient working capital to meet
our immediate needs.

Due to the financial and legal problems we are experiencing, our board of
directors filed for protection under Chapter 11 of the U.S. Bankruptcy Code. The
Company has operated as a debtor-in-possession under Chapter 11 of the United
States 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.


                                       17
<PAGE>

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 after the Plan of Reorganization confirmation.
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 the Company to continue its 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 for 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.

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 year-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.

                                       18
<PAGE>

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.

The Company follows Financial Accounting Standards Board Statement No. 121 (FASB
No. 121), "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of." FASB No. 121 requires that long-lived assets and
certain identifiable intangibles to be held and used by an entity be reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of these assets may not be recoverable. In performing the review
of recoverability, the Company estimates the future cash flows that are expected
to result from the use of the assets and their eventual disposition. Because
events and circumstances frequently do not occur as expected, there will usually
be differences between the estimated and actual future cash flows, and these
differences may be material.

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 consolidated 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 obtain debtor-in-possession financing to sustain its business.


                                       19
<PAGE>

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management of the
Company to make estimates and assumptions affecting the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements, as well as revenues and expenses during
the reporting period. The amounts estimated could differ from actual results.

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements to be provided pursuant to this Item 7 begin on page
F-1 of this Report, following Part III hereof.

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

None

                                       20
<PAGE>

                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The names, ages and respective positions of the current Executive Officers and
Directors of the Company are as follows:

         Name                      Age           Position
         ----                      ---           --------

         Steven Hinsley             55         President and Director

         Donald G. Huggins, Jr.     53         Chairman of the Board

         Thomas F. Duszynski        48         Director

Executive officers are elected by the Board of Directors and serve until their
successors are duly elected and qualify, subject to earlier removal by the Board
of Directors. Directors are elected at the annual meeting of shareholders to
serve for their term and until their respective successors are duly elected and
qualify, or until their earlier resignation, removal from office, or death. The
remaining directors may fill any vacancy in the Board of Directors for an
unexpired term.

In anticipation of our reorganization proceeding, Gerald Couture and Peter
Thomas resigned as Directors effective September 20, 2001, Peter Leighton
subsequently resigned as a Director on October 12, 2001. Maurice Malacarne
resigned as a Director as part of the Termination Agreement for T-Coast Pavers
in July 2001. James Hagarman, our former Chief Executive Officer, President, and
Director resigned on November 26, 2002. Kendall B. Stiles, M. D. resigned as a
Director on November 4, 2002. Steven Hinsley, our current Chief Executive
Officer and Donald Huggins our Chairman, who is the husband of the shareholder
of Private Capital Group, one of the entities which provided our
debtor-in-possession financing, were appointed to fill vacancies created by
these resignations. Thomas Duszynski was appointed to the Board of Directors in
November 2002. Mr. Duszynski is affiliated with Augustine Fund, LP. Our current
board of directors consists of Steve Hinsley, Don Huggins, and Thomas Duszynski.

Business Experience of Executive Officers and Directors

Mr. Steven D. Hinsley, President and Director. Mr. Hinsley was the founder of
ASI Fabrication and Engineering which developed components for the ASII rocket
conversions used in applications such as warhead deployment and satellite
launches. Prior to ASI, Mr. Hinsley was a project engineer at Monsanto Chemical
Company in Alvin, Texas. While employed with Monsanto, he was a liaison between
Monsanto World Headquarters and facilities and vendors for various capital
intensive projects. Prior to Monsanto, he was a plant engineer at Ford for five
years and construction engineer at a coal fired power plant. Mr. Hinsley earned
a B.S. in mechanical engineering for the University of Houston.

                                       21
<PAGE>

Mr. Donald G. Huggins, Jr., Chairman. Mr. Huggins is currently President of
Private Capital Group Inc., Clearwater, Florida. Mr. Huggins has served over the
past several years as Chief Operating Officer, Chief Financial Officer and
Director of Business Development and Strategic Alliances for Innova Pure Water,
Inc. a publicly traded, water filtration technology enterprise, located in
Clearwater, Florida. Prior to his Innova tenure, Mr. Huggins' career was focused
on organizing and acquiring premium real estate development projects, through a
rollup strategy, for his privately held development company.

Mr. Thomas F. Duszynski, Director. Mr. Duszynski is a graduate of the University
of Illinois (1973) with a degree in accounting (with honors). He is a CPA and
worked in public accounting until 1997. Beginning in 1996 he became involved in
investing in micro-cap public companies, and has directly and indirectly been
involved in successfully investing in excess of $50,000,000 since then.

Election

Our Bylaws fix the size of the Board of Directors at no fewer than three and no
more than nine members, to be elected annually by a plurality of the votes cast
by the holders of Common Stock, and to serve until the next annual meeting of
stockholders and until their successors have been elected or until their earlier
resignation or removal. Currently there are three directors.

ITEM 10. EXECUTIVE COMPENSATION

Executive Compensation

The following table shows the compensation paid or accrued by us for the year
ended September 30, 2002 and 2001, to or for the account of our officers that
exceed $100,000. No other executive officer or director received benefits or
annual salary and bonus of $100,000 or more during the stated period.
Accordingly, the summary compensation table does not include compensation of
those other executive officers.

<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

                                    Annual Compensation                Long-Term Compensation Awards

                                                                   Restricted
                                                   Other   Annual  Stock        Options/    LTIP        All Other
Name & Principal              Salary     Bonus     Compensation    Award(s)     SARs        Payouts     Compensation
Position              Year        ($)        ($)           ($)          ($)        (#)          ($)              ($)


<S>                 <C>      <C>         <C>         <C>            <C>        <C>        <C>            <C>
James Hagarman
Former President,     2002    $130,000      --          --            --          --         --           --
CEO
                      2001    $130,000      --          --            --          --         --           --
------------------------

</TABLE>

                                       22
<PAGE>


Employment and Other Agreements

In June 2000, we entered into an employment agreement with James Hagarman, our
President. This agreement became effective on July 5, 2000 and had a term of
three (3) years. Under this agreement, Mr. Hagarman was entitled to an annual
base salary of $130,000 during the term of the agreement. In addition, Mr.
Hagarman was issued 500,000 shares of our Common Stock that vested over a two
year period. As of September 30, 2002, 500,000 shares have vested. Mr. Hagarman
was entitled to bonus compensation as determined by the Company's board of
directors. Such bonuses may be paid in cash or issued in shares of our Common
Stock on such terms as approved by our board of directors. Mr. Hagarman was
entitled to reimbursement for ordinary, necessary and reasonable business
expenses in connection with his services. He may participate in any retirement,
medical, dental, welfare and stock options plans, life and disability insurance
coverages and other benefits afforded our employees. If Mr. Hagarman is
terminated with cause or we elect not to renew this agreement, then he is
entitled his unpaid salary through the employment termination date. Mr. Hagarman
had agreed not to compete with us during the term of this agreement and for a
period of one (1) year after termination of this agreement. This agreement was
terminated pursuant to our Plan of Reorganization. Effective November 26, 2002,
Mr. Hagarman tendered his resignation as an officer and director of the Company.

Our officers do not currently have employment agreements. We do not currently
have a stock option plan. We anticipate entering into employment agreements with
our officers and adopting a stock option plan during fiscal 2003, subject to our
ability to generate revenue and raise capital.


                                       23

<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information with respect to the
beneficial ownership known to Company of shares of ThermaCell Technologies, Inc.
Common Stock owned as of April 15, 2003 beneficially by (i) each person who
beneficially owns more than 5% of the outstanding Common Stock, (ii) each of our
directors, (iii) the Officers of ThermaCell Technologies, Inc., and (iv)
directors and executive officers of ThermaCell Technologies, Inc. as a group:

<TABLE>
<CAPTION>

                                               Shares of                        Percent of
   Name of Beneficial Owner (2)            Common Stock (1)                     Class (6)
------------------------------------------------------------------------------------------------------
<S>                                                      <C>             <C>
Steven Hinsley                                                     0               0.0%
Donald G. Huggins (3) (4)                                          0               0.0%
Thomas F. Duszynski (5)                                            0               0.0%
Pac Funding, LLC.(3)                                       5,000,000              50.0%
Augustine Fund, LP (3) (5)                                 2,521,487              25.2%
Private Capital Group, Inc.(3) (4)                           353,216               3.5%

All directors and executive
officers as a group (3 persons)                                    0               0.0%
</TABLE>

(1)  Represents sole voting and investment power unless otherwise indicated.
(2)  The address of each individual is in ThermaCell's care.
(3)  Pac Funding,  LLC, provided our  debtor-in-possession  financing as part of
     the Plan of Reorganization.  Augustine Fund, L.P. and Private Capital Group
     are the members of Pac Funding, LLC.
(4)  The table includes 353,216 common shares,  which are due, but have not been
     issued to Private  Capital Group,  Inc. for  pre-bankruptcy  petition notes
     payable and accrued  interest.  The wife of Donald G.  Huggins owns Private
     Capital Group.  Mr. Huggins  disclaims  ownership of Private Capital Group,
     Inc.
(5)  The table includes  1,967,292  common  shares,  which are due, but have not
     been issued to Augustine  Capital Fund,  L.C. for  pre-bankruptcy  petition
     notes payable and accrued interest.  Mr. Duszynski is a member of Augustine
     Fund, LP.
(6)  The Plan of  reorganization  provides  for the issuance of  10,000,000  new
     shares of common stock in the agregate.  Such shares are issued or issuable
     as follows:


               Existing common shareholders           1,000,000
               Unsecured Creditors                    4,000,000
               Pac Funding, LLC.                      5,000,000
                                                      ---------
                                                     10,000,000

               These  shares are issued or issuable  under  Section  1143 of the
               Bankruptcy Code.


                                       24
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We had a consulting agreement with a stockholder that expired on March 1, 2002.
Monthly payments under the agreement were $10,000.

We had a consulting agreement with a company owned by our former Chairman of the
Board of Directors. This agreement expired on March 1, 2002 and required a
monthly payment of $10,000. This company will be issued 220,392 shares of the
Company's common stock for claims amounting to $202,500 pursuant to the Plan of
Reorganization.

During March, 2001, the Augustine Capital Fund, L.C. (the "Augustine Fund")
converted $566,667 of our convertible notes into 6,833,595 shares of Common
Stock. With this conversion the principals of Augustine Capital were in a
position to control the affairs of ThermaCell because the issuance of these
shares upon conversion represented more than 50% voting control of ThermaCell's
outstanding Common Stock. The Augustine Fund, or its affiliates, have supported
our working capital requirements prior to our November 7, 2001 Chapter 11
reorganization filing through working capital advances.

Pac Funding, LLC. whose members are The Augustine Fund and Private Capital Group
provided the funds necessary to operate our business while it was a
debtor-in-possession. The Augustine Fund and Pac Funding currently own 5,541,950
shares of ThermaCell's common stock, which represents 92% of ThermaCell's
outstanding Common Stock as of April 30, 2002. Thus, the Augustine Fund and Pac
Funding are in a position to control the affairs of ThermaCell. In addition, the
Augustine Fund, through its beneficial ownership of Pac Funding, was granted a
substantial number of additional shares of ThermaCell's common stock through the
Plan of Reorganization.

Pursuant to the Plan of Reorganization, Augustine Capital Fund, L.C will be
issued 1,967,292 shares of our common stock for claims for notes payable and
accrued interest that amounted to $1,958,341.

Pursuant to the Plan of Reorganization, Private Capital Group, Inc. will be
issued 217,293 shares of our common stock for claims for accrued expenses that
amounted to $40,000.

Pursuant to the Plan of Reorganization, TA Holdings, LLC. a firm controlled by
the wife of the Chairman of our Board of Directors will be issued 135,923 shares
of our common stock for claims for notes payable and accrued interest that
amounted to $460,403.

Pursuant to the Plan of Reorganization, PAMG, LLC. one of our shareholders will
be issued 232,904 shares of our common stock for claims for common stock
payables that amounted to $105,500.

                                       25
<PAGE>

Prior to the filing of the Chapter 11 reorganization proceeding, the Company
entered into a Stock Purchase Termination Agreement, effective as of April 1,
2001 (the "Termination Agreement"), by and among, the Company, T-Coast
Paveis/Ssealco Systems, Inc. ("T-Coast") and Maurice Malacarne and Judy
Malacarne, the shareholders of T-Coast.

On December 1, 1998 the Company acquired all of the stock of T-Coast from the
Malacarnes and entered into an Employment Agreement with Mr. Malacarne.

On several occasions, including formal letters from T-Coast's counsel, the
Company was informed by T-Coast and Mr. Malacarne that it was in material breach
of the above referenced Stock Purchase Agreement and Employment Agreement
entered into in December, 1998. Specifically, the Company failed to pay Mr.
Malacarne $300,000 as per the terms of the December 1998 Stock Purchase
Agreement and $30,000 owing to Mr. Malacarne per his Employment Agreement.
Therefore, in July, 2001, Mr. Malacarne notified the Company he was exercising
his right to rescind the December 1998 Stock Purchase Agreement and reacquire
ownership of T-Coast.

The Company does not dispute, that as a factual matter, it has failed to pay the
$300,000 and $30,000 required under the Stock Purchase Agreement and Employment
Agreement, respectively. As opposed to litigating or contesting the dispute,
which would be expensive and protracted, and in light of the Company's failure
to tender the consideration required under the Stock Purchase Agreement and
Employment Agreement, the parties agreed to mutually unwind the T-Coast purchase
by entering into the Termination Agreement which provides for mutual general
releases and that effective on April 1, 2001, the Company relinquished all
right, title and interest in T-Coast.

On November 7, 2001, the Company filed for protection under Chapter 11 in the
Federal Bankruptcy Court for the Middle District of Florida, Case No.
01-20854-862. The Company's interim working capital needs were satisfied through
debtor-in-possession financing provided by certain of its current significant
shareholders.

The above transactions are not necessarily indicative of the transactions that
would have been entered into had comparable transactions been entered into with
independent parties.

                                       26
<PAGE>

ITEM 13. EXHIBITS,  CONSOLIDATED FINANCIAL STATEMENTS,  SCHEDULES AND REPORTS ON
FORM 8-K.

(a) The following documents are filed as part of this report:

         (1)(2) CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
         SCHEDULES. A list of the Consolidated Financial Statements filed as
         part of this Report is set forth in Item 7 and appears at Page F-1 of
         this Report; which list is incorporated herein by reference. The
         Financial Statement Schedules and the Report of Independent Auditors as
         to Schedules follow the Exhibits.

(a)(3)   EXHIBITS.

          1.4  [Reserved]
          1.5  [Reserved]
          3.1  Certificate  of  Incorporation  and Amendment to  Certificate  of
               Incorporation of the Company*
          3.1(a) Certificate  of Amendment to Certificate  of  Incorporation  to
               reflect 1 for 10 reverse stock split*
          3.1(b) Form of  Certificate  of  Amendment to  Certificate  of Rights,
               Designation and Preferences of Series A Preferred Stock*
          3.1(c) Certificate  of Amendment to Certificate  of  Incorporation  to
               reflect 1 for 4reverse stock split . 3.2 Bylaws of the Company*
          3.3  Amendment to Bylaws*
          4.1  Specimen of Common Stock Certificate*
          4.2  Specimen of Warrant Certificate*
          10.0(c) Trademark Registration for ThermaCool(TM) *
          10.0(d) Published International Patent Application*
          10.0(e) Stock Option Plan*
          10.0(f) Asset  Purchase  Agreement  for  Darling  Paint  and  Coatings
               effective  November,   1995*  10.0(k)  Stock  Purchase  Agreement
               between the  stockholders  of Atlas  Chemical  Co. and the Issuer
               effective August 1, 1997**
          10.0(l) Lease for Daytona Offices*
          10.0(m)Consulting agreement of J. Pidorenko*
          10.0(n) Stock  Purchase  Agreement  between PAMG,  LLC and the Issuer,
               dated May 30, 2000.*
          10.0(o) Consulting agreement of CFM Management, Inc.*
          10.0(p) Consulting agreement of Couture & Company, Inc.*
          10.0(r) Employment Agreement of J. Hagarman.*
          10.0(s) Form of  Augustine  Fund,  LP  convertible  note  and  related
               documentation.*
          99.1 Certification Pursuant to 18 U.S.C. Section 1350.

--------------------------
*        Previously filed

                                       27
<PAGE>

Reports on Form 8-K

The Company filed a Current Report on Form 8-K dated November 7, 2001 with the
Securities and Exchange Commission in connection with a change in control of the
Company, entering into a Stock Purchase Termination Agreement with T-Coast
Pavers/Sealco Systems, and filing for protection under Chapter 11 of the U.S.
Bankruptcy Code.

The Company filed a Current Report on Form 8-K dated August 30, 2002 with the
Securities and Exchange Commission in connection with the confirmation of the
Plan of Reorganization under Chapter 11 of the Bankruptcy Code.

Item 14. Controls and Procedures.

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Securities
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission's rules and
forms, and that such information is accumulated and communicated to the
Company's management, including its Chief Executive Officer, as appropriate, to
allow timely decisions regarding required disclosure.

During the 90-day period prior to the date of this report, an evaluation was
performed under the supervision and with the participation of the Company's
management, including the Chief Executive Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
upon that evaluation, the Chief Executive Officer concluded that the Company's
disclosure controls and procedures were effective. There have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect these controls, and no corrective actions taken with
regard to significant deficiencies or material weaknesses in such controls,
subsequent to the date of our most recent evaluation of internal controls.

                                       28
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



Date:    May 5, 2003                               By: /s/ Steven Hinsley
                                                       -----------------------
                                                       Steven Hinsley, President

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


SIGNATURE                                   TITLE                      DATE
---------                                   -----                      ----

/s/ Steven Hinsley                  President                      May 5, 2003
----------------------------        and Director
Steven Hinsley

/s/ Donald G. Huggins, Jr.          Chairman of the Board          May 5, 2003
--------------------------------
Donald G. Huggins, Jr.

/s/ Thomas F. Duszynski             Director                       May 5, 2003
--------------------------------
Thomas F. Duszynski

                                       29
<PAGE>


                         CERTIFICATE OF CHIEF EXECUTIVE
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steven Hinsley, certify that:


1.       I have reviewed this Form 10-KSB for the period ended September 30,
         2002 of ThermaCell Technologies, Inc.;

2.       Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15 and 15d-15) for the registrant and
         have:

          (a)  Designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               report is being prepared;

          (b)  Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this report (the "Evaluation Date"); and

          (c)  Presented in this report our conclusions  about the effectiveness
               of the disclosure controls and procedures based on our evaluation
               as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent functions):

          (a)  All  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          (b)  Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         report whether there were significant changes in internal controls or
         in other factors that could significantly affect internal controls
         subsequent to the date of our most recent evaluation, including any
         corrective actions with regard to significant deficiencies and material
         weaknesses.

Date: May 6, 2003

/s/ Steven Hinsley
-----------------------
Steven Hinsley, Chief Executive Officer

                                       30
<PAGE>


                              Financial Statements

                          ThermaCell Technologies, Inc.

                     Years Ended September 30, 2002 and 2001
                          Independent Auditors' Report



<PAGE>
                          ThermaCell Technologies, Inc.

                              Financial Statements

                     Years Ended September 30, 2002 and 2001





                                    Contents


Independent Auditors' Report on Financial Statements.......................F-1

Financial Statements:

    Balance Sheet..........................................................F-2
    Statements of Operations...............................................F-3
    Statements of Changes in Stockholders' Deficit.........................F-4
    Statements of Cash Flows...............................................F-5
    Notes to Financial Statements...................................F-6 - F-14




<PAGE>

                          Independent Auditors' Report



Board of Directors
ThermaCell Technologies, Inc.
Clearwater, Florida


We have audited the accompanying balance sheet of ThermaCell Technologies, Inc.
as of September 30, 2002 and the related statements of operations, changes in
stockholders' deficit, and cash flows for the years ended September 30, 2002 and
2001. These financial statements are the responsibility of the management of
ThermaCell Technologies, Inc.. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. These standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ThermaCell Technologies, Inc.
as of September 30, 2002 and the results of its operations and its cash flows
for the years ended September 30, 2002 and 2001 in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that
ThermaCell Technologies, Inc. will continue as a going concern. As discussed in
Note 2. to the financial statements, 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. ThermaCell Technologies, Inc. has suffered
recurring losses from operations, negative working capital, and negative cash
flows from operations. These conditions raise substantial doubt about its
ability to continue as a going concern. Management's plans regarding those
matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.




Pender Newkirk & Company
Certified Public Accountants
Tampa, Florida
March 31, 2003

                                      F-1
<PAGE>

<TABLE>
<CAPTION>

                          THERMACELL TECHNOLOGIES, INC.
                                  Balance Sheet
                               September 30, 2002

<S>                                                                 <C>
Assets

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


Liabilities and Stockholders' Deficit

Current liabilities:
    Bank overdraft                                                                      8,162
    Accounts payable                                                                   95,023
    Accrued payroll taxes                                                              31,825
                                                                          --------------------
Total current liabilities                                                             135,010
                                                                          --------------------

    Accrued payroll taxes - long-term                                                 159,126
                                                                          --------------------

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                                                           (16,985,403)
                                                                          --------------------
Total stockholders' deficit                                                          (294,136)
                                                                          --------------------

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

</TABLE>

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

                                      F-2
<PAGE>

<TABLE>
<CAPTION>

                                    THERMACELL TECHNOLOGIES, INC.
                                       Statements of Operations



                                                                        Year Ended September 30,
                                                                  -------------------------------------
                                                                       2002                  2001
                                                                  ---------------       ---------------

<S>                                                             <C>                   <C>
Sales                                                           $         14,041      $              -
                                                                  ---------------       ---------------

Cost of sales                                                              6,151                     -
                                                                  ---------------       ---------------

Gross profit                                                               7,890                     -
                                                                  ---------------       ---------------

Selling, general and administrative
expenses                                                               1,013,438             1,492,464
Loss on impairment of fixed assets                                             -               488,492
Loss on impairment of intangible assets                                        -               560,004
                                                                  ---------------       ---------------
                                                                       1,013,438             2,540,960

Loss from operations                                                  (1,005,548)           (2,540,960)
                                                                  ---------------       ---------------

Other expense:
      Interest expense                                                  (220,186)             (301,663)
      Other expense                                                      (34,183)                    -
                                                                  ---------------       ---------------
                                                                        (254,369)             (301,663)

Loss from continuing operations                                 $     (1,259,917)     $     (2,842,623)
                                                                  ---------------       ---------------

Discountinued operations:
      Loss from operations of discontinued division                            -               (73,534)
                                                                  ---------------       ---------------

Loss before extraordinary item                                  $     (1,259,917)     $     (2,916,157)
                                                                  ---------------       ---------------

Extraordinary item:
      Gain on bankruptcy reorganization                                  569,784                     -
                                                                  ---------------       ---------------

Net loss                                                        $       (690,133)     $     (2,916,157)
                                                                  ===============       ===============

Earnings (loss) per share:
      Basic loss per share from continuing operations                      (1.26)                (6.03)
      Basic loss per share from discontinued operations                        -                 (0.16)
      Basic earnings per share from extraordinary item                      0.57                     -
                                                                  ---------------       ---------------

Net loss per share                                              $          (0.69)     $          (6.19)
                                                                  ===============       ===============

Weighted average number of
      common shares outstanding                                          998,519               471,107
                                                                  ===============       ===============

</TABLE>


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

                                      F-3
<PAGE>

<TABLE>
<CAPTION>

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

                                                   Years Ended September 30, 2002 and 2001



                               Common Stock
                         ----------------------     Additional     Common         Common
                           Number of                 Paid-in        Stock         Stock        Accumulated   Treasury
                             Shares       Amount     Capital       Payable      Receivable      Deficit        Stock         Total
                         ------------  ----------- -----------  -----------  --------------  ------------  -----------   -----------
<S>                      <C>         <C>       <C>            <C>            <C>         <C>                <C>       <C>
Balance,
 September 30, 2000        6,147,109       615     11,659,041      105,500         (72,500)  (13,379,113)     (55,000)   (1,741,457)

Common stock paid for,
 not issued                        -         -              -      107,127               -             -            -       107,127

Issuance of common stock
 in conection with
 conversion of promissory
 notes payable                     -         -              -      867,334               -             -            -       867,334

Common stock cancelled
 per stock purchase
 termination agreement      (300,000)      (30)        53,353            -               -             -            -        53,323

Amortization of prepaid
 stock incentives                  -         -              -            -          51,250             -            -        51,250

Net loss for the period            -         -              -            -               -     (2,916,157)          -    (2,916,157)
                         ------------  ----------- -----------  -----------  --------------  ------------  -----------   -----------

Balance,
 September 30, 2001        5,847,109 $     585  $  11,712,394 $  1,079,961 $       (21,250)$ (16,295,270)$    (55,000) $ (3,578,580)

Issuance of common
 stock payable             6,883,595       688        866,646     (867,334)              -             -            -             -

Amortization of prepaid
 stock incentive                   -         -              -            -          21,250             -            -        21,250

Retirement of
 Treasury Stock              (40,000)       (4)       (54,996)           -               -             -       55,000             -

Adjustment of shares
 pursuant to the
 bankruptcy
 reorganization          (11,690,704)   (1,169)         1,169            -               -             -            -             -

Stock to be issued
 in sale of
 discontinued operation            -         -              -      539,983               -             -            -       539,983

Stock to be issued
 in satisfaction of
 liabilities                       -         -              -    3,413,344               -             -            -     3,413,344

Net loss for the year              -         -              -            -               -       (690,133)          -      (690,133)
                         ------------  -----------  ----------  -----------  --------------  ------------  -----------   -----------
Balance,
 September 30, 2002        1,000,000 $     100     $12,525,213  $4,165,954   $           -   $(16,985,403)  $       -    $ (294,136)
                         ============  ===========  ==========  ===========  ==============  ============  ===========   ===========
</TABLE>

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

                                      F-4
<PAGE>
<TABLE>
<CAPTION>


                           THERMACELL TECHNOLOGIES, INC.
                             Statements of Cash Flows


                                                            Year Ended September 30,
                                                            ------------------------
                                                               2002         2001
                                                            -----------  -----------

<S>                                                       <C>            <C>
Operating activities
      Net loss                                              $ (690,133)  $(2,916,157)
                                                            -----------  -----------

      Adjustments to reconcile net loss
       to net cash used by operating
       activities:
          Depreciation and amortization                              -      169,668
          Interest and penalties on note conversion
           paid with common stock                                    -      200,203
          Amortization of discount on notes payable             54,352      153,889
          Loss on impairment of fixed assets                         -      488,492
          Loss on impairment of intangible assets                    -      560,004
          Gain on bankruptcy reorganization                   (569,784)           -
          Amortization of prepaid stock incentive               21,250       51,250
          Decrease in:
           Accounts receivable and notes receivable                  -       83,671
           Officer advance                                           -        6,900
           Prepaid and other assets                             50,191       98,289
          Increase (decrease) in:
           Accounts payable                                     90,602      (68,242)
           Accrued expenses                                    480,473      536,594
                                                            -----------  -----------
       Total adjustments                                       127,084    2,280,718
                                                            -----------  -----------

                                                            -----------  -----------
       Net cash used by operating activities                  (563,049)    (635,439)
                                                            -----------  -----------

Investing activities
      Purchase of property and equipment                             -      (22,351)
      Reduction in trust account                                     -       27,500
                                                            -----------  -----------
      Net cash provided by investing activities                      -        5,149
                                                            -----------  -----------

Financing activities
      Bank overdraft                                             8,162            -
      Proceeds from issuance of notes payable                  548,790      530,471
      Proceeds from common stock subscription                        -      107,127
      Principal payments on capital leases
       and notes payable                                             -      (14,090)
                                                            -----------  -----------
      Net cash provided by financing activities                556,952      623,508
                                                            -----------  -----------

      Net decrease in cash                                      (6,097)      (6,782)

      Cash at beginning of period                                6,097       12,879
                                                            -----------  -----------

      Cash at end of period                                        $ -      $ 6,097
                                                            ===========  ===========

Supplemental disclosure of cash flow information:
      Cash paid for interest                                       $ -        $ 450
                                                            ===========  ===========
</TABLE>


      During the year ended September 30, 2002, the Company issued 6,883,595
      shares of common stock recorded as a common stock payable in the amount of
      $867,334 recorded during the year ended September 30, 2001.

      During the year ended September 30, 2002, pursuant to the terms of the
      Bankruptcy Plan, the Company recognized a 1 for 12.7 reverse split
      recorded as an increase in paid-in-capital and a reduction in common stock
      in the amount of $1,169.


      During the year ended September 30, 2002, pursuant to the terms of the
      Bankruptcy Plan, the Company cancelled treasury stock resulting in a
      reduction of common stock and paid-in capital of $55,000.

      During the year ended September 30, 2002, the Company pursuant to its plan
      of reorganization, recorded a $3,413,344 common stock payable for
      9,000,000 shares of common stock that had not been issued as of September
      30, 2002.

      During the year ended September 30, 2002, the Company sold Atlas Chemical
      Co. for the payment of 50,000 shares of the Company's common stock that
      had not been issued as of September 30, 2002. The Atlas sale was recorded
      as a common stock payable in the amount of $539,983 at September 30, 2002.

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

                                      F-5
<PAGE>


                          ThermaCell Technologies, Inc.

                          Notes to Financial Statements

                     Years Ended September 30, 2002 and 2001

1.      Background Information

ThermaCell Technologies, Inc. (the "Company or ThermaCell") is a Florida
corporation that was incorporated on August 12, 1993. During the 2002 fiscal
year, the Company had one wholly owned subsidiary, Atlas Chemical Co. ("Atlas").
During the year ended September 30, 2000, the Company adopted a plan to sell
this segment and therefore the segment was reflected as a discontinued operation
in the financial statements for the year ended September 30, 2001. Atlas was a
manufacturer and distributor of paints and coatings acquired by the Company in
July 1997. The Atlas Chemical facility operations was closed on November 24,
2000. The Company completed the sale of Atlas on September 30, 2002.

During the 2001 fiscal year, the Company operated T-Coast Pavers as a wholly
owned subsidiary. T-Coast installed brick pavers in driveways and sidewalks. On
November 7, 2001, the Company entered into a Stock Purchase Termination
Agreement effective as of April 1, 2001, which divested the purchase of T-Coast.
T-Coast was treated as a discontinued operation during the year ended September
30, 2001.

The Company has operated as a debtor-in-possession under Chapter 11 of the
United States Code (the "Bankruptcy Code") since November 2001. ThermaCell's
Plan of reorganization filed with the Bankruptcy Court was approved effective
August 30, 2002 (See Note 2). The Company is currently producing microscopic
evacuated glass microspheres, however, there have been limited sales of these
products to date.

2.      Financial Restructuring, Bankruptcy Plan, 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.


                                      F-6
<PAGE>

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

-             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 September 30, 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 reorganization resulted in an extraordinary gain of $569,784 from the
discharge of certain liabilities, based on the original cost, which gain was
recognized during the year ended September 30, 2002.

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 $16,985,000 and
negative working capital of approximately $294,000 as of September 30, 2002, and
total liabilities exceeding total assets by approximately $294,000 as of
September 30, 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.

                                      F-7
<PAGE>

3.      Significant Accounting Policies

The significant accounting policies followed are:

        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 year-end.

        Basic loss per common share (EPS) is computed by dividing loss available
        to common stockholders by the weighted average number of shares of
        common stock outstanding for the year. Diluted EPS reflect the potential
        dilution from the exercise or conversion of securities into common
        stock. Diluted EPS is not presented because it is anti-dilutive.

        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.

        The Company follows Financial Accounting Standards Board Statement No.
        121 (FASB No. 121), "Accounting for the Impairment of Long-Lived Assets
        and for Long-Lived Assets to be Disposed Of." FASB No. 121 requires that
        long-lived assets and certain identifiable intangibles to be held and
        used by an entity be reviewed for impairment whenever events or changes
        in circumstances indicate that the carrying amount of these assets may
        not be recoverable. In performing the review of recoverability, the
        Company estimates the future cash flows that are expected to result from
        the use of the assets and their eventual disposition. Because events and
        circumstances frequently do not occur as expected, there will usually be
        differences between the estimated and actual future cash flows, and
        these differences may be material.

                                      F-8
<PAGE>

        Deferred tax assets and liabilities are recognized for the estimated
        future tax consequences attributable to differences between the
        financial statements carrying amounts of existing assets and liabilities
        and their respective income tax bases. Deferred tax assets and
        liabilities are measured using enacted tax rates expected to apply to
        taxable income in the years in which those temporary differences are
        expected to be recovered or settled. The effect on deferred tax assets
        and liabilities of a change in tax rates is recognized as income in the
        period that included the enactment date.

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

4.      Recently Issued Accounting Pronouncements

        In July 2001, the Financial Accounting Standards Board issued SFAS No.
        142, "Goodwill and Other Intangible Assets." SFAS 142 addresses
        financial accounting and reporting for acquired goodwill and other
        intangible assets. The adoption of SFAS 142 will not have an impact on
        the Company's financial position or results of operations.

        In August 2001, the Financial Accounting Standards Board issued SFAS No.
        144, "Accounting for the Impairment or Disposal of Long-Lived Assets."
        SFAS 144 addresses the financial accounting and reporting for the
        impairment of long-lived assets, excluding goodwill and intangible
        assets, to be held and used or disposed of. The adoption of SFAS 144
        will not have an impact on the Company's financial position or results
        of operations.

        In June 2001, the Financial Accounting Standards Board issued SFAS No.
        143, "Accounting for Asset Retirement Obligations," which is effective
        for fiscal years beginning after June 15, 2002. The adoption of SFAS No.
        143 will not have an impact on the Company's financial position or
        results of operations.

        In June 2002, the Financial Accounting Standards Board issued SFAS No.
        146, "Accounting for Costs Associated with Exit or Disposal Activities."
        SFAS No. 146 provides direction for accounting and disclosure regarding
        specific costs related to an exit or disposal activity. These include,
        but are not limited to, costs to terminate a contract that is not a
        capital lease, costs to consolidate facilities or relocate employees,
        and certain termination benefits provided to employees that are
        involuntarily terminated under the terms of a one-time benefit
        arrangement. The adoption of SFAS No. 146 will not have an impact on the
        Company's financial position or results of operations.

        In December 2002, the Financial Accounting Standards Board issued SFAS
        No. 148, "Accounting for Stock-Based Compensation - Transition and
        Disclosure - an Amendment of SFAS No. 123." SFAS No. 148 provides
        additional transition guidance for those entities that elect to
        voluntarily adopt the provisions of SFAS No. 123. Furthermore, SFAS No.
        148 mandates new disclosures in both interim and year-end financial
        statements. The adoption of SFAS No. 148 will not have an impact on the
        Company's financial position or results of operations.

                                      F-9
<PAGE>


5.      Property and Equipment

Pursuant to the Financial Accounting Standards Board Statement No. 121 (FASB No.
121), "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of." FASB No. 121 requires that long-lived assets and
certain identifiable intangibles to be held and used by an entity be reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of these assets may not be recoverable. In performing the review
of recoverability, the Company estimated the future cash flows that are expected
to result from the use of the assets and their eventual disposition. The Company
had determined that there will be no future cash flows from the use of the
assets and had recorded a loss on impairment of fixed assets of $488,492 and
intangible assets of 560,004 during the year ended September 30, 2001.

Depreciation expense was $0 and $104,000 for the years ended September 30, 2002
and 2001, respectively.

6.      Related Party Transactions

Pac Funding, LLC. whose members are Augustine Capital Fund, L.C, the Company's
majority shareholder and Private Capital Group, Inc., a firm controlled by the
wife of the Chairman of the Company's Board of Directors will be issued
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.

Pursuant to the Plan of Reorganization, Augustine Capital Fund, L.C will be
issued 1,967,292 shares of the Company's common stock for claims for notes
payable and accrued interest that amounted to $1,958,341.

Pursuant to the Plan of Reorganization, Private Capital Group, Inc. will be
issued 217,293 shares of the Company's common stock for claims for accrued
expenses that amounted to $40,000.

Pursuant to the Plan of Reorganization, TA Holdings, LLC. a firm controlled by
the wife of the Chairman of the Company's Board of Directors will be issued
135,923 shares of the Company's common stock for claims for notes payable and
accrued interest that amounted to $460,403.

Pursuant to the Plan of Reorganization, PAMG, LLC. a shareholder of the Company
will be issued 232,904 shares of the Company's common stock for claims for
common stock payables that amounted to $105,500.

The Company had a consulting agreement with a stockholder that expired on March
1, 2002. Monthly payments under the agreement were $10,000. Consulting expense
under this agreement was $60,000 and $190,000 during the years ended September
30, 2002 and 2001, respectively.

                                      F-10
<PAGE>


The Company had a consulting agreement with a company owned by its former
Chairman of the Board of Directors. This agreement expired on March 1, 2002 and
required a monthly payment of $10,000. Consulting expense under this agreement
was $60,000 and $221,000 during the years ended September 30, 2002 and 2001,
respectively. This company will be issued 220,392 shares of the Company's common
stock for claims amounting to $202,500 pursuant to the Plan of Reorganization.

In July 2000, the company entered into a three year employment agreement with
its former President. Under this agreement, the Company's former President was
entitled to an annual base salary of $130,000 during the term of the agreement.
During the year ended September 30, 2002, this agreement was cancelled pursuant
to the Plan of Reorganization.

The above transactions are not necessarily indicative of the transactions that
would have been entered into had comparable transactions been entered into with
independent parties.

7.      Operating Leases

The Company leases a building and office space under operating leases expiring
in various years through 2004. Rental expense under these leases was $61,554 and
$63,542 for 2002 and 2001, respectively. Subsequent to the Company's September
30, 2002 year-end, this lease was cancelled.

8.      Income Taxes

The Company has net operating loss carryforwards of approximately $16,075,000,
at September 30, 2002. Annual utilization of the Company's net operating loss
carryforwards will be limited due to a change in ownership control of the
company's common stock which took place in 2001. Under federal tax law, this
change in ownership of the Company will significantly restrict future
utilization of the net operating loss carryforwards. Other than the net
operating losses which have been limited because of the change in ownership as
described above, any other net operating losses will expire in 2009 through
2022.

A valuation allowance is required by FASB Statement No. 109 if, based on the
weight of available evidence, it is more likely than not that some or all of the
deferred tax assets will not be realized. The need for the valuation allowance
is evaluated periodically by management. Based on available evidence, management
concluded that valuation allowances of 100 percent for September 30, 2002 and
2001 were necessary. Significant components of the Company's net deferred tax
assets are as follows:

                                                  2002               2001
                                            ---------------------------------
        Tax benefit of net operating loss  $   6,427,000      $    6,154,000
        Less valuation allowance               6,427,000           6,154,000
                                            ---------------------------------
                                           $           0      $            0
                                            =================================


                                      F-11
<PAGE>

The Company's deferred income tax provisions include the following components:

                                                  2002               2001
                                              ---------------------------------
        Future net operating loss deductions  $     273,000      $      742,000
        Change in allowance valuation for tax
           benefit of net operating loss           (273,000)           (742,000)
                                               ---------------------------------
                                              $           0      $            0
                                               =================================

A reconciliation of the income tax benefit computed at the federal statutory
rate and the Company's effective rate are as follows:

<TABLE>
<CAPTION>

                                                 2002                        2001
                                         -----------------------   -----------------------
<S>                                      <C>               <C>     <C>               <C>
 Federal statutory rate                  $     235,000     34%     $     639,000     34%
 Adjustments, primarily state
    income taxes                                38,000      5.5          103,000      5.5
 Change in allowance valuation for
    tax benefit of net operating loss         (273,000)   (39.5)        (742,000)   (39.5)
                                         -----------------------   -----------------------
                                         $           0      0  %   $           0      0  %
                                         =======================   =======================
</TABLE>

The Company's effective income tax rate is lower than what would be expected if
the federal statutory rate were applied to income from continuing operations
primarily because of expenses deducted for financial reporting purposes that are
not deductible for tax purposes and the effects of using the surtax exemption.

9.      Segment and Discontinued Operations

During 2002 the Company manufactured and sold microscopic evacuated glass
spheres in limited quantities. The Company generated $14,014 from the sale of
microspheres. For the year ended December 31, 2002 segment information is not
presented since the company only operations related to the manufacture and sale
of microscopic evaculated glass microspheres. During 200, the Company incurred
expenses developing the manufacturing process for microspheres. Corporate
general and administrative expenses were included in this division. This segment
is identified as ThermaCell Technologies.

During 2001 the company operations were classified into two separate reportable
segments that provided different products. The Company, through its wholly owned
subsidiary, T-Coast, installed brick pavers in driveways and sidewalks. On
November 7, 2001, the Company entered into a Stock Purchase Termination
Agreement that is effective as of April 1, 2001, which divests the purchase of
T-Coast. T-Coast was treated as a discontinued operation during the year ended
September 30, 2001. T-Coast had no revenues for the year ended September 30,
2001.

The Company, through its wholly owned subsidiary, Atlas, manufactured and
distributed paints and coatings. Management decided to discontinue the paint
division during the year ended September 30, 2000. As such, the operating
results of the component were regarded as a discontinued operation during the
year. Atlas was finally sold pursuant to a Stock Purchase Agreement to Great
Lakes Oil and Gas, Inc. on September 30, 2002. The Company agreed to issue
50,000 of its common stock as consideration for the sale and valued the shares
at $539,983. Atlas had revenues of approximately $156,000 for the year ended
September 30, 2001 which are included in discontinued operations.

                                      F-12
<PAGE>

Information regarding the Company's reportable segments for the year ended 2001
is as follows:

<TABLE>
<CAPTION>

                                                       ThermaCell        Paint           Paver
                                                       Technologies     Division       Division   Consolidated

<S>                                                 <C>               <C>          <C>          <C>
    Sales                                                                                                  $0
                                                       -------------------------------------------------------

    Selling, general and administrative                 $1,492,464                                  1,492,464
                                                       ------------------------------------------------------

    Other expenses:
        Interest expense                                  (301,663)                                  (301,663)
        Loss on impairment of fixed assets                (488,492)                                  (488,492)
        Loss on impairment of intangible assets           (560,004)
                                                       -------------------------------------------------------
(560,004)

    Loss from continuing operations before
        income taxes                                    (2,842,623)                                (2,842,623)

    Loss from discontinued operations                  $         0        (66,590)   $   (6,944)      (73,534)
                                                       -------------------------------------------------------

        Net income (loss)                              $(2,842,623)    $  (66,590)   $   (6,944) $ (2,916,157)
                                                       =======================================================
</TABLE>

10.     Stockholders' Equity

During March 2001, $566,667 of the Company's redeemable convertible promissory
notes, $100,464 of accrued interest and $200,203 in penalties, were converted
into 6,883,595 shares of common stock which represents more than 50% voting
control of the outstanding common stock of the Company. These shares were issued
during the fiscal year ended September 30, 2002.

The Company entered into a Stock Purchase Termination Agreement, which is
effective April 1, 2001, which divests the purchase of T-Coast Pavers/Sealco
Systems, Inc. Under this agreement, 300,000 shares of the Company's common stock
were returned to treasury and the parties entered into mutual general releases.

Atlas was sold pursuant to a Stock Purchase Agreement to Great Lakes Oil and
Gas, Inc. on September 30, 2002. The Company agreed to issued 50,000 of its
common stock as consideration for the sale.

The Company's Series A Preferred stock and Series B Preferred stock was
cancelled pursuant to the Plan of Reorganization. There were no shares of either
class issued or outstanding on the date of the confirmation of the Plan. In
addition, the Company's 40,000 shares of treasury stock were retired pursuant to
the Plan of Reorganization.

                                      F-13
<PAGE>


11.     Stock Options

Prior to September 30, 1999, the Company made awards of incentive common stock
options to corporate officers and authorized the allocation of 150,000 common
shares (post-split) for a compensatory Section 422A plan for officers and key
employees. At September 30, 2001, the Company had awarded 326,250 options under
these plans. During the year ended September 30, 2002, the outstanding options
and the compensatory Section 422A plan were cancelled pursuant to the Plan of
Reorganization.

Following is a summary of the status of common stock option and warrant activity
during 2002:

                                                                  Number of
                                                                  Shares

Outstanding, October 1, 2001                                      $326,250
Cancelled under the Bankruptcy Plan of Reorganization             (326,250)
                                                                  ---------
Outstanding, September 30, 2002                                      -0-
Exercisable, September 30, 2002                                      -0-


                                      F-14