UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q
[Mark One]

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934
                For the quarterly period ended June 30, 1999.
                                       OR
[ ]  Transition  Report  Pursuant  to Section  13 or 15(d) of the  Securities
     Exchange Act of 1934

                     For the transition period from to _______ to _______.

                           Commission File No. 0-19727

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

            Florida                                        59-3094503
  (State or other jurisdiction of incorporation)   (I.R.S.   Employer
                                                       Identification No.)

      4311 West Waters Avenue, Suite 501
            Tampa, Florida                                33614
(Address of principal executive office)                (Zip code)

                                     (813) 885-2112
              (Registrant's telephone number, including area code)

                                 Not applicable
(Former name, former address and formal fiscal year, if changed since last
     report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]

              Applicable Only to Insurers Involved in Bankruptcy
                 Proceedings During the Preceding Five Years

Indicate by a check mark  whether the  registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes [X] No [ ]

                      Applicable Only to Corporate Issuers

The  number  of shares  of the  Registrant's  common  stock,  $.001  par  value,
outstanding as of June 30, 1999 was 5,444,958 shares.

<PAGE>


                          CUMBERLAND TECHNOLOGIES, INC.

                                    FORM 10-Q

                                     INDEX
                                                                            PAGE

PART I            FINANCIAL INFORMATION

        Item 1.   Condensed consolidated balance sheets at
                     June 30, 1999 and December 31, 1998                     1-2

                  Condensed consolidated  statements of operations for the
                     six months ended June 30, 1999 and June 30, 1998          3

                  Condensed consolidated  statements of operations for the
                      three months ended June 30, 1999 and June 30, 1998       4

                  Condensed consolidated statements of  cash flows
                      for the six  months ended June 30, 1999 and 1998         5

                  Notes to condensed consolidated financial statements      6-12

      Item 2.     Management's  Discussion  and  Analysis  of  Financial
                       Condition and Results of Operations                 13-15


PART II     OTHER INFORMATION

            Item 1.           Legal proceedings                               16

            Item 2.           Changes in securities                           16

            Item 3.           Defaults upon senior securities                 16

            Item 4.           Submission  of  matters  to a
                              vote  of  security holders                      16

            Item 5.           Other information                               16

            Item 6.           Exhibits and Reports of Form 8-K                16

                              Signatures                                      17


<PAGE>


           UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q
                         PART I - FINANCIAL INFORMATION


Item 1.    FINANCIAL STATEMENTS

                          CUMBERLAND TECHNOLOGIES, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS


                                               June 30,      December 31, 1998
                                                 1999              1998
                                           ------------------------------------
                                              (Unaudited)
ASSETS

Investments:
   Securities  available-for-sale  at fair value:
      Fix maturities                       $     1,311,690   $     2,081,770
      Equity securities                            461,500           576,575
      Fixed maturity securities
          held-to-maturity, at
          amortized cost                           861,448           860,508
   Residential mortgage loan on real
     estate, at unpaid principal                    43,868            44,427
   Short-term investments                          430,239           423,993
                                           ------------------------------------
      Total investments                          3,108,745         3,987,273

Cash and cash equivalents                        4,473,674         4,202,351
Accrued investment income                           53,941            55,348

Reinsurance recoverable                          3,185,175         2,306,372

Accounts receivable:
   Trade                                         2,294,193         1,809,726
   Affiliate                                       918,939           927,910
Income tax recoverable                                   -           120,000
Deferred policy acquisition costs                1,435,830         1,246,555
Intangibles, net                                 1,356,916         1,455,525
Other assets                                       239,303           233,991
                                           ====================================
                                           $    17,066,716   $    16,345,051
                                           ====================================








          See notes to condensed consolidated financial statements.


<PAGE>


                          CUMBERLAND TECHNOLOGIES, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS


                                               June 30,      December 31, 1998
                                                 1999              1998
                                           ------------------------------------
                                              (Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
-------------------------------------------

Policy liabilities and accruals:
   Loss and loss adjustment expenses       $    3,354,120    $     3,220,457
   Unearned premiums                             4,372,116         3,749,945
Ceded reinsurance payable                          194,729         1,114,267
Accounts payable and other liabilities           1,258,323           580,564
Amortized cost
Long-term debt:
   Nonaffiliate                                  1,306,559         1,330,588
   Affiliate                                     1,000,000         1,000,000
                                           ------------------------------------
      Total liabilities                         11,485,847        10,995,821
Stockholders' equity:
   Preferred   stock,   $.001  par  value;
     10,000,000 shares authorized,
     no shares issuedissued                              -                 -
   Common stock, $.001 par value;
     10,000,000 shares authorized, 5,763,070
     shares issued at June 30, 1999 and
     December 31,1998 respectively                   5,763             5,763
Capital in excess of par value                   7,212,941         7,212,941
Accumulated other comprehensive losses            (322,002)         (190,929)
Accumulated deficit                             (1,052,114)       (1,414,826)
                                           ------------------------------------
                                                 5,844,588         5,612,949
Less  treasury  stock, at cost,
     318,112 shares at June 30, 1999
     and December 31, 1998                        (263,719)         (263,719)
                                           ------------------------------------
Total stockholders' equity                       5,580,869         5,349,230
                                           ------------------------------------
                                           $    17,066,716   $    16,345,051
                                           ====================================















          See notes to condensed consolidated financial statements.


<PAGE>


                          CUMBERLAND TECHNOLOGIES, INC.

               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                                Six Months Ended June 30,
                                           ------------------------------------
                                                 1999              1998
                                           ------------------------------------
                                              (Unaudited)       (Unaudited)
REVENUES:

   Direct premiums earned                  $    4,674,426    $     3,922,511
   Reinsurance premiums assumed                    982,741           488,968
   Less reinsurance ceded                      (1,227,912)          (838,559)
                                           ------------------------------------
   Net premium income                            4,429,255         3,572,920

   Net investment income                           176,018           213,144
   Net realized investment gains                     9,946           170,318
   Other income:
      Affiliates                                         -           126,862
      Nonaffiliates                                705,636           823,809
                                           ------------------------------------
                                                 5,320,855         4,907,053
Benefits and expenses:
   Losses and loss adjustment expenses           1,058,079           880,956
   Amortization of deferred policy
      acquisition costs                          1,586,837         1,153,668
   Operating expenses                            2,085,663         2,166,046
   Interest expense                                107,564            59,622
                                           ------------------------------------
                                                 4,838,143         4,260,292
                                           ------------------------------------
Income (loss) before income taxes                  482,712           646,761
Income taxes (benefit)                             120,000                 -
                                           ------------------------------------
Net income (loss)                          $       362,712   $       646,761
                                           ====================================
Weighted average number of shares          $     5,444,958   $     5,449,458
                                           ====================================
Net income (loss) per share                $           .07   $           .12
                                           ====================================















          See notes to condensed consolidated financial statements.


<PAGE>


                          CUMBERLAND TECHNOLOGIES, INC.

               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                               Three Months Ended June 30,
                                           ------------------------------------
                                                 1999              1998
                                           ------------------------------------
                                              (Unaudited)       (Unaudited)
REVENUES:

   Direct premiums earned                  $    2,372,402    $     2,119,901
   Reinsurance premiums assumed                    565,334           105,578
   Less reinsurance ceded                        (667,730)          (391,017)
                                           ------------------------------------
   Net premium income                            2,270,006         1,834,462

   Net investment income                            87,769           115,151
   Net realized investment gains                       (3)           104,141
   Other income:
      Affiliates                                         -            75,482
      Nonaffiliates                                378,263           487,740
                                           ------------------------------------
                                                 2,736,035         2,616,976
Benefits and expenses:
   Losses and loss adjustment expenses             581,368           528,536
   Amortization of deferred policy
      acquisition costs                            821,250           625,633
   Operating expenses                            1,112,690         1,106,824
   Interest expense                                 53,647            29,715
                                           ------------------------------------
                                                 2,568,955         2,290,708
                                           ------------------------------------
Income (loss) before income taxes                  167,080           326,268
Income taxes (benefit)                              51,750                 -
                                           ====================================
Net income (loss)                          $       115,330   $       326,368
                                           ====================================
Weighted average number of shares          $     5,444,958   $     5,449,458
                                           ====================================
Net income (loss) per share                $           .02   $           .06
                                           ====================================















          See notes to condensed consolidated financial statements.


<PAGE>


                          CUMBERLAND TECHNOLOGIES, INC.

                CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                                Six Months Ended June 30,
                                           ------------------------------------
                                                 1999              1998
                                           ------------------------------------
                                              (Unaudited)       (Unaudited)
Operating activities:
Net income                                 $       362,712   $       646,761
Adjustments to reconcile net  income
   (loss) to net
   Cash (used in) provided by operating activities:
      Amortization/accretion of investment
         premiums and discounts                        472              (289)
      Policy acquisition cost amortized        (1,586,837)          (757,907)
      Policy acquisition costs deferred          1,397,562           352,622
      Depreciation and amortization                 98,609           126,499
      Net realized (gain)on sales of
        investments                                 (9,946)         (170,318)
      Income tax expense                           120,000                 -
      Accrued interest on term notes, net                -            59,622
      (Increase) decrease in:
         Accrued investment income                   1,407            29,226
         Reinsurance recoverable                 (878,803)           322,324
         Trade receivables                       (484,467)          (612,084)
         Other assets                              (5,312)            16,655
      Increase (decrease) in:
         Policy liabilities and accruals           755,834           900,181
         Ceded reinsurance payable               (919,538)        (1,831,824)
         Accounts payable and other
            liabilities                           677,759            179,476
                                           ------------------------------------
Net cash (used in)  provided by  operating
  activities                                     (470,548)          (739,056)
Investing activities:
Securities available-for-sale:
      Purchases - fixed maturities               (100,000)          (842,319)
      Sales - fix maturities                      826,262          1,787,151
      Purchases - equities                              -         (1,846,235)
      Sales - equities                             36,354          2,152,210
Securities held-to-maturity:
      Maturities                                        -            127,140
      Purchase - short-term investment             (6,246)          (100,000)
Proceeds from sales and maturities of
  investments                                         559                348
Net advances to(from) affiliates                    8,971             66,528
                                           ------------------------------------
Net cash provided by investing activities         765,900          1,344,823
Financing activities:
Payments on short-term borrowings and
long-term debt                                    (24,029)          (124,577)
                                           ------------------------------------
Net cash (used in) financing activities           (24,029)          (124,577)
                                           ------------------------------------
Increase (decrease)in cash and cash
  equivalents                                     271,323            481,190

Cash and cash equivalents, beginning of
  period                                        4,202,351          1,803,530
                                           ------------------------------------
Cash and cash equivalents, end of period   $     4,473,674   $     2,284,720
                                           ====================================

          See notes to condensed consolidated financial statements.


<PAGE>


                          CUMBERLAND TECHNOLOGIES, INC.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                                  JUNE 30, 1999

1.     Summary of Significant Accounting Policies

      Organization  - Cumberland  Technologies,  Inc.  ("CTI" or  "Cumberland"),
      (f/k/a Cumberland  Holdings,  Inc.) a Florida  corporation,  was formed on
      November 18, 1991, to be a holding  company and a wholly owned  subsidiary
      of Kimmins Corp. ("KC").  Effective October 1, 1992, KC contributed all of
      the  outstanding  common  stock of two of its wholly  owned  subsidiaries,
      Cumberland Casualty & Surety Company ("CCS") and Surety Specialists,  Inc.
      ("SSI") to CTI. KC then distributed to its stockholders CTI's common stock
      on the basis of one share of common  stock of CTI for each five  shares of
      KC common  stock  and Class B common  stock  owned  (the  "Distribution").
      Cumberland  Technologies,  Inc.,  ("the  Company")  is a  holding  company
      engaged  through its  subsidiaries,  Cumberland  Casualty & Surety Company
      ("CCS"), Surety Specialists,  Inc. ("SSI"), The Surety Group, Inc. ("SG"),
      Associates  Acquisition  Corp. d/b/a Surety  Associates  ("SA") and Qualex
      Consulting Group, Inc. ("Qualex") in the delivery of speciality surety and
      insurance services. Surety services include underwriting surety bonds on a
      direct and assumed basis,  surety consulting and the development of surety
      software.  Insurance  services  include the underwriting of speciality and
      other liability insurance products. In addition,  the Company conducts its
      business  through a number of independent  agencies which focus on selling
      and delivering surety insurance products to consumers. Traditionally, this
      segment of the surety  industry  has  delivered  its  products  through an
      antiquated   manual   process.   Because   of   this   need   to   advance
      technologically,   the  Company   developed  a  software   product  called
      Bond-Pro(TM)This patented surety issuance system  increases the speed that
      surety  agents  deliver  their  products to the customer  and  financially
      report those transactions to the carrier,  while reducing operating costs.
      The Company's  business strategy is to continue the underwriting  focus of
      each of its  operating  subsidiaries  and to achieve  growth  through  the
      expanded licensing of Bond-Pro(TM).

      Principles  of  Consolidation  -  The  consolidated  financial  statements
      include  the  accounts  of CTI  and its  wholly  owned  subsidiaries.  All
      material  intercompany  transactions  and balances have been eliminated in
      consolidation.

      Basis of Presentation - The accompanying consolidated financial statements
      have been  prepared  in  accordance  with  generally  accepted  accounting
      principles  which,  as to the subsidiary  insurance  company,  differ from
      statutory  accounting  practices  prescribed  or permitted  by  regulatory
      authorities.  The  significant  accounting  policies  followed  by CTI and
      subsidiaries   that  materially   affect  the  financial   statements  are
      summarized in this note.

      Reclassifications - Certain amounts in the 1998 financial  statements have
      been   reclassified   to   conform   to  the  1999   financial   statement
      presentations.

      Use of Estimate - We make estimates and assumptions that have an effect on
      the  amounts  that  we  report  in  our  financial  statements.  Our  most
      significant  estimates  are those  relating to our reserves for losses and
      loss  adjustment  expenses.  We continually  review our estimates and make
      adjustments as necessary,  but actual results could turn out significantly
      different than what we envisioned when we made these estimates.


<PAGE>


                          CUMBERLAND TECHNOLOGIES, INC.

       NOTES TO CONDENSED CONSOLIDATED FINANCL&L STATEMENTS (UNAUDITED)


2.     Net Income Per Share

      Net income per share for the six  months  ended June 30,  1999 is based on
      the  weighted  average  number of  shares  outstanding,  adjusted  for the
      dilutive  effect of stock  options,  and is the same on both a primary and
      fully diluted basis.

3.     Investments

      Change  in   Unrealized   Appreciation:   The  increase   (decrease)  in
      unrealized  appreciation of investments recorded in shareholders' equity
      was as follows:

                                      Six                Twelve Months
                                    Months              Ended December
                                Ended June 30,             31, 1998
                                     1999
                               ------------------------------------------------
      Fixed maturities         $      (21,015)         $       31,983
      Equities                       (300,987)               (222,912)
                               ================================================
        Total change in
         unrealized
         appreciation          $     (322,002)         $     (190,929)
                               ================================================

4.    Income Taxes

      The  Company's  provision  for income taxes for the six months ending June
      30, 1999 has an effective  rate of 29% after  utilization of the Company's
      net operating loss  carryforward of  approximately  $227,980.  The Company
      elected not to set up a provision for income taxes for the quarter  ending
      June 30, 1998 due to its net operating loss  carryforward of approximately
      $841,568.

5.    Term Note Due Affiliate

      In 1988,  CCS issued a surplus  debenture to KC in exchange for $3,000,000
      which  bears  interest  at 10 percent per annum.  Interest  and  principal
      payments  are due  quarterly  only if and when CCS's  surplus,  as defined
      below,  exceeds  S4,000,000 and are limited to an amount equal to one-half
      of the  statutory  net income  before  dividends  and  federal and foreign
      income taxes of CCS during that year.  In 1992,  the  debenture  due to KC
      from CCS was assigned to CTI. As of December 3 1, 1998,  no amounts  could
      be paid by CCS to CTI under the terms of the debenture.

      On April 1, 1997, CTI forgave $375,000 of its $3,000,000 surplus debenture
      due to CCS. As a result,  CCS  increased  paid in capital by $375,000.  On
      June 30, 1999, CTI forgave  $576,266 of its $2,625,000  surplus  debenture
      due to CCS. As a result, CCS increased paid-in capital to $1,000,000.





<PAGE>


                          CUMBERLAND TECHNOLOGIES, INC.

       NOTES TO CONDENSED CONSOLIDATED FINANCL&L STATEMENTS (UNAUDITED)


5.    Term Note Due Affiliate (continued)

      In addition,  in 1992,  CTI entered into a term note agreement with KC for
      the  outstanding  amount of the debenture,  including  interest  arrearage
      $4,291,049.  The term note was pari  passi  with the  other  debts of CCS,
      bearing  interest at 10 percent of the unpaid  principal  and interest and
      was due on October 1, 2002. Interest and principal were due quarterly with
      minimum  payments  equal to one half of net earnings  before  interest and
      federal income taxes.

      Effective  October 1, 1996, CTI issued  1,723,290 shares at the fair value
      of $3.00 per share of its common  stock to Kimmins  Corp.  (f/k/a  Kimmins
      Environmental  Service,  Corp.) in exchange for surrender of the Company's
      term  note  payable  in  the  amount  of  $5,169,870   (including  accrued
      interest).

6.     Notes Payable

      Affiliate

      Effective  November  10,  1998,   Cumberland  entered  into  a  $1,000,000
      convertible  term note  agreement with TransCor  Waste  Services,  Inc., a
      subsidiary of KC. The note is due November 10, 2001 and bears  interest at
      10%. The lender may convert the principal  amount of the note or a portion
      thereof into a common stock at $3.00 per share  subsequent  to a six-month
      anniversary and prior to the maturity date.

      Nonaffiliate

      In connection  with the  acquisition of certain  agencies during 1995, the
      Company entered into two notes payable with the agencies' previous owners.
      One note is due March 1, 2002 and bears  interest at 8% through  February
      28, 2001 and 10%  thereafter.  Principal  payments  of  $150,000  are due
      annually  beginning  March 1,  2000.  The  other is due June 30, 2010 and
      bears interest at 9%. Principal and interest payments at 9% of $11,104 are
      due monthly beginning April 1, 1997.

7.    Intangibles

      Intangible assets are stated at cost and principally  represent  purchased
      customer accounts,  noncompete agreements,  purchased contract agreements,
      and the  excess of costs over the fair  value of  identifiable  net assets
      acquired ("Goodwill"). Purchased customer accounts, noncompete agreements,
      and purchased  contract  agreements are being amortized on a straight-line
      basis over the related estimated lives and contract  periods,  which range
      from 3 to 15 years.  Goodwill is being amortized on a straight-line  basis
      over 15 years.  Purchased customer accounts are records and files obtained
      from acquired  businesses that contain  information on insurance  policies
      and the related insured parties that is essential to policy renewals.





<PAGE>


                          CUMBERLAND TECHNOLOGIES, INC.

       NOTES TO CONDENSED CONSOLIDATED FINANCL&L STATEMENTS (UNAUDITED)


7.     Intangibles (continued)

      The  carrying  value of  goodwill  and  other  intangible  assets  will be
      reviewed  if  circumstances  suggest  that they may be  impaired.  If this
      review  indicates that the intangible  assets will not be recoverable,  as
      determined  based on the  undiscounted  cash flows of the entity  acquired
      over the remaining  amortization  period,  the Company's carrying value of
      the goodwill will be reduced by the estimated shortfall of cash flows.

8.    Loss and Loss Adjustment Expenses

      The liability for unpaid claims including incurred but not reported losses
      is based on the estimated  ultimate cost of settling the claim  (including
      the effects of inflation and other societal and economic  factors),  using
      past  experience  adjusted for current  trends and any other  factors that
      would modify past  experience.  These estimates are subject to the effects
      of  trends  in  loss  severity  and   frequency.   Although   considerable
      variability is inherent in such  estimates,  management  believes that the
      reserves for loss and loss adjustment expenses are adequate. The estimates
      are continually  reviewed and adjusted as necessary as experience develops
      or new information becomes known. Such adjustments are included in current
      operations.  A  liability  for  all  costs  expected  to  be  incurred  in
      connection with the settlement of unpaid claims (claim adjustment expense)
      is accrued when the related liability for unpaid claims is accrued.  Claim
      adjustment expenses include costs associated directly with specific claims
      paid or in the process of settlement,  such as legal and adjusters'  fees.
      Claim  adjustment  expenses  also  include  other  costs  that  cannot  be
      associated  with specific  claims but are related to claims paid or in the
      process of settlement, such as internal costs of the claims function.

      The Company does not discount its reserves for losses and loss  adjustment
      expenses. The Company writes primarily surety contracts which are of short
      duration.

      The  Company  does not  consider  investment  income in  determining  if a
      premium deficiency relating to short duration contracts exists.

9.    Unearned Premiums

      Unearned  premiums  are  calculated  using the  monthly pro rata basis for
      miscellaneous bonds and completion date or anticipated contract completion
      date for contract bonds.

10.   Reinsurance

      The Company  assumes and cedes  reinsurance  and  participates  in various
      pools. The accompanying  financial  statements reflect premiums,  benefits
      and settlement  expenses,  and deferred policy  acquisition  costs, net of
      reinsurance ceded.  Amounts recoverable from reinsurers are estimated in a
      manner  consistent  with the future  policy  benefit  and claim  liability
      associated with the reinsured policies.



<PAGE>


                          CUMBERLAND TECHNOLOGIES, INC.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


10.   Reinsurance (continued)

      Accounts recoverable from reinsurers for unpaid losses are presented as an
      asset in the accompanying consolidated financial statements.

11.   Statutory Accounting Practices

      Our underwriting operations are required to file financial statements with
      state regulatory  authorities.  The accounting  principles used to prepare
      these  statutory   financial   statements   follow  prescribe   accounting
      principles,  which differ from GAAP. On a statutory  accounting basis, our
      underwriting  operations  reported income net of taxes of $477,617 at June
      30,  1999  and   $74,157  at  December   31,   1998.   Statutory   surplus
      (shareholders'  equity) of these  operations was $4,814,340 and $4,843,478
      as of June 30, 1999 and December 31, 1998, respectively.

12.   Comprehensive Income

      We adopted the  provisions of the SFAS No. 130,  "Reporting  Comprehensive
      Income,"  in 1998.  Comprehensive  income is  defined as any change in our
      equity  from  transactions  and other  events  originating  from  nonowner
      sources.  In our case,  those  changes are  composed of our  reported  net
      income  and  changes  in the  unrealized  appreciation  of our  investment
      portfolio.  SFAS  No.  130  requires  that we  report  all  components  of
      comprehensive  income.  The following  summaries present the components of
      our comprehensive income, other than net income, for the last two years.

               Consolidated Statements of Comprehensive Income
                                   (Unaudited)
      ------------------------------------------------------------------------
                                            Six Months Ended June 30,
                                          ------------------------------------
                                                1999              1998
                                          ------------------------------------
      Net income                          $       362,712   $   646,761
      Change in unrealized (depreciation)
         Appreciation                            (131,073)      151,155
                                          ====================================
      Comprehensive income                $       231,639   $   495,606
                                          ====================================

13.   Year 2000

      The Company has  employed  consultants  to address its Year 2000 issues in
      conjunction with the Company's own information technology staff. Excluding
      the costs for the  Company's own  information  technology  personnel,  the
      total cost of  compliance  is expected to be  approximately  $100,000  (of
      which $41,000 including equipment upgrades will be a capital expenditure).
      All costs (except  capital) have been and will be expensed as incurred and
      will be funded from the normal operating cash flows.





<PAGE>


                          CUMBERLAND TECHNOLOGIES, INC.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


13.   Year 2000 (continued)

      The  Company  has  developed  an  in-house  surety  administrative  system
      "Bond-Pro(TM)."  Bond-Pro(TM)  is an  agency  surety  bond  administration
      system  that  issues  bonds,  tracks  underwriting,   and  accounting  and
      reporting from its database. Bond-Pro(TM) is a window-based program and is
      year 2000 compliant. The Company is aware of the issues that many computer
      systems will face as the millennium (Year 2000)  approaches.  The Company,
      however, believes that its own internal software and hardware is year 2000
      compliant. The Company believes that any year 2000 problems encountered by
      procurement  agencies,  and other  customers and vendors are not likely to
      have a material  adverse effect on the Company's  operations.  The Company
      anticipates  no other year 2000 problems  which are  reasonably  likely to
      have a material adverse effect on the Company's  operations.  There can be
      no assurance, however, that such problems will not arise.

      Excluding any possible  catastrophic  events such as the loss of utilities
      or banking,  financial or  communications  services,  the potential  risks
      known  to the  Company  at this  time are  primarily  limited  to  delays,
      disruptions or losses resulting from information  bottlenecks and the lack
      of  computer  processing  power.  In  order  to  mitigate  the risk to the
      greatest  extent   possible,   the  Company  will  be  prepared  to  track
      mission-critical  information manually. Such information includes tracking
      premium  income,  and  receivables  and recording  payments  received from
      agencies.  The Company  believes its current  workforce and the employment
      pool available in the area is sufficiently  skilled to accommodate  such a
      demand.  The Company will  continue to evaluate its  contingency  planning
      activities as more information becomes available.  At this time, the total
      cost of the risks is not anticipated to have a material  adverse effect on
      the business, financial condition or results of operations of the Company.

14.   Subsequent Events

      On February 1, 1999,  the Company filed a  Registration  Statement on Form
      S-8 to register  400,000 shares of stock  available to participants of the
      1991 Stock Option Plan.



<PAGE>


                          CUMBERLAND TECHNOLOGIES, INC.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


Forward-looking Statement Disclosure

This report contains certain  forward-looking  statements  within the meaning of
the  Private  Litigation  Reform  Act of 1995.  Forward-looking  statements  are
statements other than historical information or statements of current condition.
Words  such  as  experts,  anticipates,   intends,  plans,  believes,  seeks  or
estimates,  or  variations  of such  words,  and  similar  expressions  are also
intended   to   identify   forward-looking   statements.   Examples   of   these
forward-looking   statements  include  statements   concerning  the  effects  of
competition  on premiums and revenues,  expectations  regarding Year 2000 issues
and the Company's efforts to address them.

All  statements,   other  than  statements  of  historical  facts,  included  or
incorporated by reference in this Form 10-Q which address activities,  events or
developments  which the Company expects or anticipates  will or may occur in the
future,  including  statements  regarding  the Company's  competitive  position,
changes  in  business   strategy  or  plans,   the  availability  and  price  of
reinsurance,  the Company's ability to pass on price increases, plans to install
the  Bond-Pro(TM)  program  in  independent  insurance  agencies,  the impact of
insurance laws and regulation,  the  availability of financing,  reliance on-key
management  personnel,  ability to manage  growth,  the  Company's  expectations
regarding the adequacy of current  financing  arrangements,  product  demand and
market  growth,  and other  statements  regarding  future plans and  strategies,
anticipated events or trends similar expressions concerning matters that are not
historical facts are forward-looking  statements.  These statements are based on
certain  assumptions and analysis made by the Company in light of its experience
and its perception of historical trends,  current conditions and expected future
developments   as  well  as  factors  it  believes   are   appropriate   in  the
circumstances.  However,  whether actual results and  developments  will conform
with the Company's  expectations and predictions is subject to a number of risks
and uncertainties  which could cause actual results to differ  significantly and
materially  from past results and from the Company's  expectations.  The Company
assumes no obligation to update  publicly any such  forward-looking  statements,
whether as a result of new information, future events or otherwise.


<PAGE>


Item 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATION

                         LIQUIDITY AND CAPITAL RESOURCE


      The capacity of a surety company to underwrite  insurance and  reinsurance
is based on maintaining liquidity and capital resources sufficient to pay claims
and expenses as they become due. Based on standards  established by the National
Association  of Insurance  Commissioners  (NAIC) and  promulgated by the Florida
Department  of  Insurance,  the Company is permitted to write  premiums up to an
amount equal to three times its statutory surplus, or approximately  $14,400,000
at June 30, 1999. Therefore,  based upon statutory guidelines, the Company could
increase earned premiums by approximately  $6,900,000 in 1999 in addition to the
amount  earned in 1998.  The primary  sources of  liquidity  for the Company are
funds generated from surety premiums, investment income, and proceeds from sales
and maturities of portfolio investments.  The principal expenditures are payment
of losses  and loss  adjustment  expenses,  insurance  operating  expenses,  and
commissions.

      At June 30, 1999,  the Company's  $17,066,716  of total assets  calculated
based on generally accepted accounting  principles were distributed primarily as
follows:  45  percent  in cash and  investments  (including  accrued  investment
income), 38 percent in receivables and reinsurance  recoverables,  16 percent in
intangibles and deferred policy acquisition costs and 1 percent in other assets.

      The Company maintains a liquid operating  position and follows  investment
guidelines that are intended to provide an acceptable return on investment while
maintaining sufficient liquidity to meet its obligations.

      Net cash used in  operating  activities  was $470,548 and $739,056 for the
six  months  ended  June  30,  1999 and  1998,  respectively.  Net cash  used in
providing operating activities during 1999 is attributed to an increase in trade
and reinsurance  receivables and policy and other liabilities which is offset by
a decrease in reinsurance payables. Net cash used in operating activities during
1998 is  attributed  to a net  increase in  reinsurance  recoverables  and trade
receivables,  which  is  offset  by a  decrease  in  policy  liabilities,  ceded
reinsurance payable and policy acquisition costs, net of amounts deferred.

      Net cash provided by investing  activities was $765,900 and $1,344,823 for
the six months ended June 30, 1999, and 1998, respectively. Investing activities
consist of purchases and sales and maturities of investments.


<PAGE>


Item 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATION

                              RESULTS OF OPERATIONS

            COMPARISON OF SIX MONTHS ENDED JUNE 30, 1999 AND 1998


      During the six months  ended June 30,  1999,  net premium  income  totaled
$4,429,255  representing  a net  increase  of 24  percent  from that of the same
period  in 1998  ($3,572,920).  The  increase  is  attributed  to the  marketing
direction of the Company,  which is to penetrate the direct  market.  During the
first six months of 1999 as  compared  to the same period  during  1998,  direct
premiums  increased  $751,913 (19%);  assumed premiums increased $493,773 (101%)
and ceded premiums increased $389,352 (46%). CCS's reinsurance  assumed premiums
increased as a result of quota share agreements whereby CCS assumes a portion of
the  premiums   written  by  agencies   contracted  to  produce  business  using
Cumberland's  Bond-Pro(TM) issuance program. The increase in ceded premiums is
related to the volume of direct and assumed premiums based on their relationship
under the Company's reinsurance treaties.

      Net investment income for the six months ending June 30, 1999 decreased by
$37,126 or 17%. The decrease  results from the decline in interest rates in 1999
and 1998.  The Company has  maintained  its cash balance in U.S.  Treasury money
market funds to optimize its investment position. Net realized gains were $9,946
and $170,318 for the periods ending June 30, 1999 and 1998, respectively.  Other
income  decreased  by  $245,035 or 26%.  The  decrease  is  attributable  to the
Company's  market  focus of direct  writings  for CCS.  As a result,  subsidiary
company's earnings attributed to income earned in other markets have decreased.

      During the six months  ended June 30, 1999 and 1998,  benefits  and claims
expenses increased to $1,058,079 from $880,956.  Incurred expenses represent the
net reserve  increase  after  deduction of paid claims and  fluctuates  based on
premiums written and earned as well as claims incurred and paid. The increase of
$177,123 is  consistent  with the flow of  premiums  when  comparing  the period
ending June 30, 1999 to the same period of 1998.

      During the six months ended June 30, 1999,  the  amortization  of deferred
policy  acquisition  costs  increase is  attributed  to the increase in premiums
written and earned.  Amortization of deferred policy acquisition costs represent
commission incurred as they relate to premiums earned.

      Operating  expenses  decreased by $80,384 or 4% for the period ending June
30, 1999 when compared to the same period in 1998. The decrease is attributed to
a decrease in salary and payroll  expenses,  consulting  fees and other  general
expenses  and is  partially  offset  by an  increase  in legal  fees and  travel
expenses.

      The increase in interest  expense in 1999 is attributed to the interest on
the note payable to affiliate of  $1,000,000  executed in the fourth  quarter of
1998.







<PAGE>


Item 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATION

                              RESULTS OF OPERATIONS

           COMPARISON OF THREE MONTHS ENDED JUNE 30, 1999 AND 1998

      During the three months ended June 30, 1999,  net premium  income  totaled
$2,270,006  representing  an increase of 24 percent from that of the same period
in 1998 ($1,834,462). During the three months ending June 30,1999 as compared to
the same period during 1998, direct premiums increased  $252,501 (12%);  assumed
premiums  increased $459,756 (435%) and ceded premiums increased $276,713 (71%).
Assumed premium increased as a result of the quota share agreements  whereby CCS
assumes a portion of the  premiums  written by  agencies  contracted  to produce
business using  Cumberland's  Bond-Pro(TM)  issuance  program.  Ceded premiums
increase as the volume of direct premiums  increase based on their  relationship
under the Company's reinsurance treaties.

      Net  investment  income  for the  three  months  ending  June 30,  1999 as
compared to the same period during 1998 decreased $27,382. Net decrease reflects
the  decreasing  interest  rates on the bond and money  market  holdings  of the
Company. Net realized gains during 1998 were $104,144 higher than realized gains
for the same period of 1999. Other income decreased by $184,958 during the three
months ending June 30, 1999 when compared to 1998. The decrease is  attributable
to the Company's  market focus of direct premium  writings for CCS. As a result,
subsidiary  company's earnings attributed to income earned in other markets have
decreased.

      During the three months ended June 30, 1999 and 1998,  benefits and claims
expenses  increased to $581,368 from $528,536.  Incurred expenses  represent the
net reserve  increase  after  deduction of paid claims and  fluctuates  based on
premiums written and earned as well as claims incurred and paid. The increase of
$52,833 is consistent  with the flow of premiums when comparing the three months
ending June 30,1999 to the same period of 1998.

      During the three months ended June 30, 1999, the  amortization of deferred
policy  acquisition  costs increase is consistent  with the increase in premiums
written and earned.

      Operating  expenses  decreased  by $5,866 or 1% for the three months ended
June 30, 1999 when compared to the three months ended June 30, 1998.

      The increase in interest  expense in 1999 is attributed to the interest on
the note payable to affiliate of  $1,000,000  executed in the fourth  quarter of
1998.













<PAGE>


                           PART II - OTHER INFORMATION


Item 1.      Legal proceedings

             None

Item 2.      Changed in securities

             None

Item 3.      Defaults upon senior securities

             None

Item 4.      Submission of matters to a vote of security holders

             None

Item 5.      Other Information

             None

Item 6.     Exhibits and reports on Form 8-K

            (a)   None

                  Exhibit 27 - Financial Data Schedule (for SEC use only)

(b)               No reports on Form 8-K were filed during the quarter for which
                  this report is filed.




















<PAGE>


                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Company  has  duly  caused  this  report  to be  signed  on  its  behalf  by the
undersigned thereunto duly authorized.


                                         CUMBERLAND TECHLOGIES, INC.


Date: August 13, 1999                    By:  /s/  Joseph M. Williams
     -------------------------------     ----------------------------
                                         Joseph M. Williams
                                         President and Chief Executive Officer
                                         (Principle Executive Officer)

Date: August 13, 1999                    By:  /s/  Carol S. Black
     -------------------------------     ------------------------
                                         Carol S. Black
                                         Secretary and Chief Financial Officer
                                         (Principle Accounting and Financial
                                         Officer)











<PAGE>