UNITED STATES
                       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 fiscal year ending December 31, 2000

                                       OR

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

                        Commission file number 000-26436

                            BACTROL TECHNOLOGIES, INC.
             ------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)


         New  York                                            11-2665282
----------------------------                                 -------------
(State or other jurisdiction                                (IRS Employer
      of Incorporation)                                   Identification No.)

c/o Associates Investment Corporation, Inc.
1109 North 21st Avenue, Suite 120
Hollywood, Florida                                                33021
-------------------------------------------                   ------------
(Address of principal executive offices)                       (Zip Code)


                                 (954) 923-6002
                                ----------------
                           (Issuer's telephone number,
                              including area code)


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

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the issuer (1) has filed  all reports required to
be filed  by Section 13  or 15(d)  of the  Securities and  Exchange Act  of 1934
during the preceding 12 months  (or 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  [ ]

Indicate by  check mark if disclosure  of delinquent filers pursuant to Item 405
of Regulation  S-B is not  contained herein,  and will not be contained,  to the
best  of issuer's  knowledge,  in definitive  proxy  or  information  statements
incorporated  by reference in Part III  of this Form 10-KSB  or any amendment to
this  Form  10-KSB.  [ ]


                                        1
<PAGE>
Issuer's  revenues  for  its  most  recent  fiscal  year  were:  None
                                                               ---------

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the Issuer filed all documents and reports required to be filed by
Section  12,  13,  or 15(d) of the Exchange Act after distribution of securities
under  a  plan  confirmed  by  a  court.
Yes  [ ]  No  [ ]

                         APPLICABLE TO CORPORATE ISSUERS

On January 26, 2001, the Issuer had issued and outstanding 660,004 shares of its
$.001  par  value  common stock.  The aggregate market value of the Registrant's
voting stock held by non-affiliates of the Registrant was approximately $449,837
at  the  closing  quotation  for  the  Registrant's  common stock of $1.50 as of
January  30,  2001.

Transitional Small Business Disclosure Format Used (check one):  Yes [ ]  No [X]


                                        2
<PAGE>
                            BACTROL TECHNOLGIES, INC.

                                TABLE OF CONTENTS

                                                                            PAGE

                                     PART I

ITEM  1.    Business  Of  The  Company. . . . . . . . . . . . . . . . . .      4

Item 2.     Properties  . . . . . . . . . . . . . . . . . . . . . . . . .      6

Item 3.     Legal Proceedings . . . . . . . . . . . . . . . . . . . . . .      6

Item 4.     Submission of Matters to a Vote of Securities Holders . . . .      7

Item 5.     Market for the Issuer's Common Equity and Related
              Shareholder Matters . . . . . . . . . . . . . . . . . . . .      7

                                     PART II

Item 6.     Management's Discussion and Analysis of Financial
              Condition and Results of Operations . . . . . . . . . . . .      7

Item 7.     Financial Statements  . . . . . . . . . . . . . . . . . . . .      8

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

                                    PART III

Item 9.     Directors, Executive Officers, Promoters
              and Control Persons; Compliance with
              Section 16(a) of the Exchange Act . . . . . . . . . . . . .      9

Item 10.    Executive Compensation  . . . . . . . . . . . . . . . . . . .     10

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

Item 12.    Certain Relationships and Related Transactions  . . . . . . .     13

Item 13.    Exhibits, and Reports on Form 8-K . . . . . . . . . . . . . .     13

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


                                        3
<PAGE>
                                     PART I

ITEM 1.   BUSINESS OF THE COMPANY

FORWARD-LOOKING STATEMENTS.  This annual report contains certain forward-looking
statements within the meaning of Section 27A of  the Securities Act of 1933,  as
amended,  and Section 21E  of the Securities Exchange Act  of 1934,  as amended,
that involve risks and uncertainties.  In addition, the Company may from time to
time make oral forward-looking statements.  Actual results are uncertain and may
be impacted  by many factors.  In particular,  certain risks  and  uncertainties
that may impact  the accuracy of the forward-looking statements  with respect to
revenues, expenses and  operating results include without limitation;  cycles of
customer orders,  general  economic  and  competitive  conditions  and  changing
customer trends, technological advances and the number and timing of new product
introductions,  shipments of products and components from foreign suppliers, and
changes in the  mix of products  ordered by customers.  As a result,  the actual
results  may differ  materially  from  those  projected  in the  forward-looking
statements.

Because of these  and other  factors  that  may affect  the Company's  operating
results,  past  financial performance  should not be considered  an indicator of
future performance, and investors should not use historical trends to anticipate
results  or  trends  in  future  periods.


(A)  THE  COMPANY

     Our Company was  incorporated  on August 31, 1983,  under the laws  of  the
State of New York, as Owl Capital Corp., for the purpose of owning, establishing
and  managing  financial  consulting  services.  We became  a public company  on
December 2, 1983  when our  Registration Statement  under the  Securities Act of
1933 was filed and became effective with the Securities and Exchange Commission.
On May 16, 1988 we  changed  our name to Bactrol Technologies, Inc.  We  amended
our  Certificate of Incorporation to effect the change of name on the same date,
in  anticipation  of our  acquisition  of a private  business operating  under a
similar name.  Subsequently  that acquisition  contract  was  rescinded  and  we
remained as  a non-functioning,  non-trading public  shell  corporation  with no
assets.

     In 1989  we attempted  to bring  our Company's  stock to  the public market
and  incurred   printing  and  professional  fees.   The  intent  was  to  raise
additional capital for  potential acquisitions.  We  have  been  inactive  since
November 1984, when we  ceased doing any business and we have not been operating
as  a  business  ever  since.

     We have  not filed our annual New York State tax returns  from 1984 to 1998
and had as a result,  our corporate status dissolved.  During January 1999,  our
management  filed all  of the delinquent  tax returns  and as  a result  we were
reinstated.

     During 1999, we entered into a Plan and  Agreement of Merger  with Military
Resale Group, Inc. (hereinafter "MRG").  MRG, is a company that markets products
exclusively to the 15 billion US Dollar military resale market. Through a series
of planned acquisitions, we intend to cause  a consolidation of suppliers within
the military resale market.  The merger  is  dependent  upon  us becoming listed
on the NASD Bulletin Board which we have accomplished as of January 10, 2001 and
upon our ability to sell a minimum of 500,000 shares and net minimum of $220,000
after expenses from the shares being offered in our recently filed Form SB-2  to
fund  the  operation.


                                        4
<PAGE>
     On October 4, 1999, our Board of Directors approved a 20 to 1 reverse stock
split  of  our  issued  and  outstanding  common  stock.

     On November 9, 1999, we resubmitted our application to  NASDAQ to  become a
publicly traded company.  Our application  was accepted on  January 10, 2001 and
we  are  currently  trading  under  the  symbol  BCTL.


(B)  BUSINESS  OF  THE  ISSUER

     (1)    PRINCIPAL PRODUCTS AND SERVICES

     We  currently  have  no  products or  services.  We are  currently  in  the
process of merging with MRG.  MRG is a company that markets products exclusively
to the 15 billion US Dollar military resale market.  Through a series of planned
acquisitions,  we  intend  to  cause  a consolidation  of suppliers  within  the
military resale market.  The merger is dependent upon  us becoming listed on the
NASD Bulletin Board  which we have  accomplished as of January 10, 2001 and upon
our ability to  sell a minimum  of 500,000 shares  and net  minimum  of $220,000
after expenses from the shares being offered in our recently filed Form SB-2  to
fund  the  operation.

     (2)    BUSINESS STRATEGY

     Our  strategy  is  to  consolidate  the  military  resale  market  by
strategically  acquiring small to  medium size brokers,  distributors,  dealers
and  other  supplying  services  to  commissaries  and  exchanges  located  on
military  bases  initially  in  the  United States and eventually throughout the
world.

     Upon our merger with MRG, we plan to provide outstanding services to the 13
million  patrons  who  are  granted  the  privilege  to  shop  at  the  military
installations  throughout  the  world.  The  patrons  are  primarily  military
dependents  and  retired  military  personnel.  While  we  provide  products  to
active  military personnel,  the  bulk  of our  business  is with  the  military
dependents  and  retirees.

     (3)    OUR  COMPETITION

     The military  resale  market is fragmented.  While there  are several major
distributors  and  several  large  brokers  who  service  the  military  and the
comercial  accounts,  no  one  entity  controls  the  military  resale  market.

     (4)    OUR  STRATEGY

     Our  strategy  is to provide  the military  resale market  with  the widest
variety  of  premier  products  cost  effectively.  To  that  end,  we  will:

            a.  introduce  new  products  to  the  military  resale  market, and

            b.  acquires  other companies  serving the  military  resale  market
worldwide, to expand  revenue, to build  shareholder equity,  and  market  value
through  those  acquisitions.   Management planned  industry consolidation  will
allow economies  of scale through  the  implementation of  efficient  management
systems and large scale data processing.  Truly  making the  whole more than the
sum  of  its  parts.


                                        5
<PAGE>
     (5)    OUR  MARKETING  STRATEGY

     Our  company plans to efficiently  use its expertise  in the management  of
each of the  entities it acquired  in the military  resale market  to expand the
product  line  and  services  it  provides  to  its  patrons.

     (6)     EMPLOYEES

     At present, we have no employees.   Our success id dependent, in part, upon
our ability to attract  and retain qualified management and technical personnel.
Competition for these personnel is intense, and we will be adversely affected if
we are unable to attract key employees.  We presently  do not  have any pension,
health, annuity,  insurance,  stock option,  profit  sharing or  similar benefit
plans;  however,  we  may  adopt  such  a  plan  in  the  future.

     (7)     YEAR  2000  ISSUES

     We are year 2000 compliant.   We do not  know if  people we  will be  doing
business with in the future are year 2000 compliant.   If someone we do business
with is not year 2000 compliant,  the services or  products he  furnishes  to us
could be interrupted.   If the services or products are interrupted, we may have
to  suspend  operations  while  he  corrects  his  year  2000  compliance.

     (8)     GOING  CONCERN  QUALIFICATION  BY  INDEPENDENT  AUDITORS

     Our  independent  auditors  have  reported  that  our  Company has suffered
recurring  net  operating  losses  and  have a current ratio deficit that raises
substantial  doubt  about  out  ability  to  continue  as  a  going  concern.


ITEM  2.   PROPERTIES

    Our  executive  offices are  located at  in care  of  Associates  Investment
Corporation, Inc.,  1109 North 21 Avenue,  Suite 120,  Hollywood, Florida 33020,
telephone (954) 923-6002.   We neither  own  nor  rent  any  real  property.  We
currently share  space with  Associates Investment Corp.,  which is  the  office
space of  Guy Galluccio,  who is the  President of our Company.   This  space is
fully  equipped  with a  computer,  fax  machine,  copying  machine,  files  and
bookcase.  We have no written lease.  The term  of the oral  lease is on a month
to  month  basis  at  no  cost  to  us.


ITEM  3.   LEGAL  PROCEEDINGS

     There  is no past, pending  or, to our knowledge,  threatened litigation or
administrative  action  which  has  or is expected  by our management  to have a
material effect upon our business, financial condition or  operations, including
any  litigation  or  action  involving our  officers,  directors,  or other  key
personnel.


                                        6
<PAGE>
ITEM  4.   SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

      There  were  no matters voted on by the shareholders in the fourth quarter
of  2000.


                                     PART II

ITEM  5.   MARKET  FOR  THE  COMPANY'S  COMMON  EQUIY  AND  RELATED  SHAREHOLDER
           MATTERS


(A)  MARKET  FOR  COMMON  EQUITY

     Our common  stock  was not  publicly  tradable  during the  year  2000.  On
November 9, 1999, we resubmitted our application to NASDAQ to  become a publicly
traded company.  Our application  was  accepted on  January 10, 2001 and  we are
currently  trading  under  the  symbol  BCTL.

     On January 30, 2001,  the bid price  of our common  stock on the  OTCBB was
$1.50.  On  January 39, 2001,  there  were  approximately  112  stockholders  of
record  of  the  common  stock.


(B)  TRANSFER  AGENT

     Our transfer agent  and registrar of the common stock is  Continental Stock
Transfer,  2  Broadway,  14th  Floor,  New  York,  New  York  10004.


(C)  DIVIDEND  POLICY

     We have  never  declared or  paid cash dividends  on our  common  stock and
anticipate  that all  future earnings  will be  retained for  development of our
business. The payment of any future dividends will  be at the  discretion of our
Board of Directors and will depend upon,  among  other things,  future earnings,
capital  requirements,  the  financial  condition  of  the Company  and  general
business  conditions.


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

     The following discussion and analysis provides  certain information,  which
our management believes is relevant to  an assessment  and understanding  of our
results of  operations  and  financial  condition  for  the fiscal  years  ended
December 31, 2000  and 1999.  This  discussion and  analysis  should be  read in
conjunction  with  our  financial  statements  and  related  footnotes.

     We are a start-up company  with no operations,  and therefore  have not yet
generated or realized any revenues from any business operations.  As of December
31,  2000  we  had  no  cash.


                                        7
<PAGE>
     Our auditors  have issued a  going concern  opinion.   This means  that our
auditors believe there is doubt that we can continue as an on-going business for
the next twelve months  unless we obtain  additional capital  to pay  our bills.
This  is  because we  have  not  generated  any  revenues  and no  revenues  are
anticipated  until we  merge with Military Resale Group, Inc. in accordance with
the  Plan  and Agreement  of Merger entered in 1999.  Accordingly, we must raise
cash from sources other than from the revenues from  Military Resale Group, Inc.
That cash must be raised from other sources.  Our  only other source for cash at
this  time  is investments  by others in  our company.  We  must raise  cash  to
implement  our  acquisition  and  stay  in  business.

     To meet  our  need for cash we are  attempting to raise  money  by  issuing
new shares through a public offering as stated in our filed Form SB-2 in January
2000.  There is no assurance that we will be able  to raise enough money through
this offering to stay in business.  If we do not raise  all of the money we need
from  this offering,  we will have  to find  alternative sources,  like a second
public offering,  a private placement  of securities,  or loan from our officers
or  others.  We have  discussed  this matter  with our  officers,  however,  our
officers are unwilling to make any commitment to loan us any money at this time.
At the present time, we have  not  made  any  arrangements  to  raise additional
cash,  other than through this offering.  If we need  additional  cash and can't
raise it we will  either have to suspend operations  until we do raise the cash,
or  cease  operations  entirely.

     There is no historical  financial information about  our company upon which
to base an evaluation  of our performance.  We are  a development  stage company
and have  not generated  any revenues  from operations.  We cannot  guarantee we
will be successful in our business operations.  Our business is subject to risks
inherent  in  the  establishment  of  a  new  business  enterprise.

     We have a non-interest bearing demand note receivable from Bionic Financial
Corporation  at  December  31,  2000  and  December  31,  1999.


ITEM  7.   FINANCIAL  STATEMENTS

     The audited  balance sheet of the Company for  its years ended December 31,
2000  and 1999 and  related statements of operations,  stockholders'  equity and
cash  flows  for  the  years  ended  December 31, 2000  and 1999  are  included,
following Item 13, in sequentially numbered pages numbered F-1 through F-6.  The
page  numbers  for  the  financial  statement  categories  are  as  follows:


                                      Index
                                                                            Page

Report of Independent Auditors                                               F-1

Consolidated Balance Sheets as of December 31, 2000 and 1999                 F-4

Consolidated  Statements  of  Operations
For the Years Ended December 31, 2000 and 1999                               F-5

Consolidated  Statement  of  Stockholder's  Equity
For the Years Ended December 31, 2000 and 1999                               F-6

Consolidated  Statements  of  Cash  Flows
For the Years Ended December 31, 2000 and 1999                               F-7

Notes to Consolidated Financial Statements                                   F-9

ITEM  8.   CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING AND
           FINACIAL  DISCLOSURES

     Not  applicable.


                                        8
<PAGE>
                                    PART III

ITEM  9.   DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS,
           COMPLIANCE  WITH  SECTION  16(A)  OF  THE  SECURITIES EXCHANGE  ACT
           OF  1934,  AS  AMENDED

DIRECTORS  AND  EXECUTIVE  OFFICERS.

     Each of our directors is  elected by the stockholders to a term of one year
and serves  until his or her  successor is  elected and qualified.  Each  of our
officers is elected by the board  of directors to a term of one  year and serves
until his or her successor is duly elected and qualified,  or until he or she is
removed  from office.  The board  of directors  has no  nominating,  auditing or
compensation  committees.

     There  are currently two (2) occupied seats on the Board of Directors.  The
following  table  sets  forth  information  with respect  to the  directors  and
executive  officers.

                                                                  DATE SERVICE
NAME AND ADDRESS           AGE      OFFICE                         COMMENCED
----------------           ---      ------                        ------------

Guy A. Galluccio, Sr.       63      Chairman, President               1998
1109 N 21st Avenue #120             & Chief Executive Officer
Hollywood, FL 33020

Alan Finfer                 64      Director, Secretary               1998
1745 NW 73rd Avenue                 & Treasurer
Plantation, FL 33313

     All  directors will hold office until the next annual stockholder's meeting
and  until their successors have been elected or qualified or until their death,
resignation,  retirement,  removal,  or disqualification. Vacancies on the board
will  be  filled  by a majority vote of the remaining directors. Officers of the
Company serve at the discretion of the Board of Directors. We intend to increase
the  Board  of  Directors  from  its  present  three members to a minimum of six
members  by  adding  outside  directors  at  our  next  shareholders  meeting.

     THE  OFFICERS  AND  DIRECTORS  OF  THE  COMPANY  ARE  SET  FORTH  BELOW.

GUY A. GALLUCCIO, SR. -- President and Director  In 1998,  Mr. Galluccio  became
the President and a member of the Board of Directors of the company.  His duties
are  the general  administration  of the company  and carrying out  the policies
established by the Board of Directors.  In addition since 1996  he has worked as
President and a Director  of Associates Investment Corporation and has conducted
a business brokerage service for that company since its inception.  From 1988 to
1996, Mr. Galluccio was the President and Director of Omni Financial Management,
Inc. which was  incorporated in 1988.  Mr. Galluccio also  conducted  a business
brokerage business  for this entity.  His duties with that  company included the
general management of the company.  Education: Mr. Galluccio's  formal education
was  terminated  when  he  graduated  from  Manhattan  Aviation  School in 1954.


                                        9
<PAGE>
ALAN FINFER -- Vice President and Director Mr. Finfer was elected Vice-President
Secretary,  Treasurer and Director on May 15, 1998.  He assists Mr. Galluccio in
the administration of the company. From 1997 to the present, Mr. Finfer has been
employed by Lois Inc. (Law Office Information Systems),  which is located in Van
Buren, Arkansas,  as a Sales Representative in Florida for this legal publisher.
Prior  to that time,  Mr. Finfar was  a sales  representative  for Lawyers  Coop
Publishing Company. During his thirteen years in their employment Mr. Finfer was
awarded the  Presidents Club Award for  reaching the highest interest over quota
in  his  Region.  Education:  Mr. Finfer obtained  his  degree  specializing  in
dentistry  from  New  York  City  Community  College  in  1955.

     Mr. Finfer  is a director  of Sun Reporter, Inc.  now called  Photon Pharm,
Inc.  However,  Sun Reporter is not engaged in any  business at the present time
and there is no conflict between Mr. Finfer's duties with Bactrol and his duties
with  Photon  Pharm,  Inc.

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934.

     Section 16(a ) of the  Securities Exchange Act of 1934,  and the  rules and
regulations  promulgated  thereunder,  require that  our executive  officers and
directors,  and  persons  who  beneficially  own more  than  ten  percent  of  a
registered  class of our  equity securities,  to file reports  of ownership  and
changes in ownership with the Securities and  Exchange Commission and to furnish
our Company  with  copies thereof.  It is our  understanding that  these reports
have  been  filed  on  a  timely  basis.


ITEM  10.  EXECUTIVE  COMPENSATION

     None of the officers or directors  have received any compensation for their
services with  the company to date  nor will they receive  any remuneration from
the  company for serving in these positions other than reimbursement for out-of-
pocket  expenses  incurred  on behalf  of the  company  during  the year  ending
December 31, 1999.  Out of pocket expenses is defined as  the moneys expended on
behalf of  the company while engaged in the  company's business  such as  travel
expenses and  items purchased  for the  company,  etc.  After that time,  future
salaries  of the officers  and directors  will be set  by the Board of Directors
depending on the financial  condition of the company.  There are no arrangements
or understandings pursuant to which any persons were or are to be selected as an
officer or director of the company nor do any of the officers or directors serve
as  a  nominee  for  another  person.

STOCK  OPTIONS

     We  have not adopted  any formal stock options plans  to reward and provide
incentives to its officers, directors, employees, consultants and other eligible
participants,  but is anticipated to do so in the future.  Awards under any plan
may be in the form of incentive stock options or non-qualified stock options. We
will not grant non-qualified stock options  with an exercise price  of less than
85% of the fair market value of our common stock on the date of the grant of the
relevant option. The plans will be administered by our Board of Directors, which
is authorized to select  the plan recipients,  the time or times at which awards
may  be  granted  and the number of shares to be subject to each option awarded.


                                       10
<PAGE>
DIRECTORS'  COMPENSATION

     Our  directors  receive  no  compensation  for their services as directors.

INDEMNIFICATION

     Under  our Article of Incorporation and Bylaws  of the Corporation,  we may
indemnify  an  office r or  director  who  is  made  a party to  any proceeding,
including a law suit,  because of his position, if he acted in good faith and in
a matter  he reasonably  believed to be  in our best  interest.   We may advance
expenses incurred in defending a proceeding.   To the extent that the officer or
director is successful  on the merits  in a proceeding  as to which he  is to be
indemnified,  we must  indemnify him  against all  expenses incurred,  including
attorney's fees.  With  respect to a  derivative action,  indemnity  may be made
only for expenses actually and reasonably incurred in  defending the proceeding,
and if the officer or director  is judged liable,  only by a  court order.   The
indemnification is intended to be to the fullest extent permitted by the laws of
the  State  of  New  York.

     Regarding indemnification for  liabilities arising under the Securities Act
of 1933, which may be permitted to directors or officers under New York law,  we
are informed  that,  in the  opinion of the  Securities and Exchange Commission,
indemnification  is against  public  policy,  as expressed  in  the Act  and is,
therefore,  unenforceable.


ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

     The  table  on  the following page sets forth certain information regarding
beneficial  ownership  of  our common stock as of December 31, 2000, by (i) each
person  (including  any  "group" as that term is used in Section 13(d)(3) of the
Securities  Act  of  1934  (the  "Exchange  Act")  who  is  known  by  us to own
beneficially 5%  or more of the common stock, (ii) each director of the Company,
and  (iii)  all  directors  and executive officers as a group.  Unless otherwise
indicated,  all persons listed below have sole voting power and investment power
with  respect  to  such  shares.  The  total  number  of  shares  authorized  is
50,000,000  shares, each of which is $.0001 per share par value.  660,004 shares
have  been  issued  and  are  outstanding  as  follows:

Name and Address
Beneficial                 Number of         Title of         Percentage
Owner [1]                   Shares            Class            of Class
----------------          -----------       ----------       ------------

Guy Galluccio [2]           45,900         Common Stock         6.13%
1109 N 21st Avenue #120
Hollywood, FL 33020

Alan Finfer [2]             20,000         Common Stock         3.03%
1745 NW 73rd Avenue
Plantation, FL 33313

[1]   The persons named above may be deemed to  be a parent and  promoter of our
company  by  virtue  of  his/its  direct  and  indirect  stock  holdings.


                                       11
<PAGE>
Name and Address
Beneficial                 Number of         Title of         Percentage
Owner (Cont.) [1]           Shares            Class            of Class
------------------        -----------       ----------       ------------

Michael Dermer              45,900         Common Stock         6.13%
19620 NE 19th Place
Miami, FL 33179

Irwin Stack                 45,900         Common Stock         6.13%
P.O. Box 4851
Hialeah, FL 33014

Francine Panich             45,900         Common Stock         6.13%
16503 NE 26th Avenue
N. Miami Beach, FL 33160

Edward Meyer                46,513         Common Stock         7.05%
32 Daniel Street
Hazlet, NJ 07730

Richard Tannenbaum          50,000         Common Stock         7.58%
7315 Wisconsin Avenue
# 775 North
Bethesda, MD 20814

CEDA                       150,562         Common Stock        22.81%
P.O. Box 20
Bowling Green Station
New York, NY 10004

------------------------
[2]  All Officers and
Directors as a
Group (2 persons)           65,900         Common Stock         9.98%

[1]   The persons named above may be deemed to  be a parent and  promoter of our
company  by  virtue  of  his/its  direct  and  indirect  stock  holdings.


FUTURE  SALES  BY  EXISTING  STOCKHOLDERS:

     A total of 593,500  shares  of common  stock were  issued to  the  existing
stockholders,  all of which  are restricted  securities,  as defined in Rule 144
of the Rules and Regulations  of the SEC  promulgated under the  Securities Act.
Under Rule 144, the shares can be publicly sold,  subject to volume restrictions
and restrictions  on the  manner  of  sale,  commencing  one  year  after  their
acquisition.

     Shares purchased in this offering, which will be immediately resalable, and
sales of all of our  other shares after  applicable  restrictions expire,  could
have a depressive effect on the market price,  if any,  of our common  stock and
the  shares  we  are  offering.


                                       12
<PAGE>
ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

None

ITEM  13.  EXHIBITS,  AND  REPORTS  ON  FORM  8-K

(a)  EXHIBITS

     The following Exhibits are filed  as part of  this Registration  Statement,
pursuant to Item 601  of Regulation K.  All Exhibits have  been previously filed
unless  otherwise  noted  .

Exhibit No.      Document Description
-----------      ---------------------
 3.1(I)          Articles  of  Incorporation,  incorporated  by reference to the
                 Company's Registration Statement  filed on Form SB-2,  SEC File
                 No. 333-54592.

 3.1(II)         Amendment to Articles of Incorporation dated September 24, 1983
                 changing the authorized shares from a total of 200 no par value
                 to 50,000,000 of $.0001 par value, incorporated by reference to
                 the Company's Registration  Statement filed  on Form SB-2,  SEC
                 File No. 333-54592.

 3.1(III)        Amendment  to  Articles of  Incorporation  dated  May 16,  1988
                 changing the name of the corporation from Owl Capital Corp.  to
                 Bactrol Technologies, Inc,  incorporated  by  reference  to the
                 Company's Registration  Statement filed on Form SB-2,  SEC File
                 No. 333-54592.

 3.2             Bylaws, incorporated by reference to the Company's Registration
                 Statement filed on Form SB-2, SEC File No. 333-54592.

10.1             Plan  and  Agreement  of  Merger  dated  October 15, 1999  with
                 Military Resale Group, Inc.,  incorporated by  reference to the
                 Company's Registration  Statement filed on Form SB-2,  SEC File
                 No. 333-54592.

23.1             Consent of Puritz & Weintraub LLP Certified Public Accountants.

(b)  REPORTS  ON  FORM  8-K.

     No reports on Form 8-K have been filed  by us during the three months ended
December  31,  2000.


                                       13
<PAGE>
                                   SIGNATURES

     In accordance with Section 13 or 15(d)  of the Exchange Act, the registrant
causes this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                         BACTROL  TECHNOLOGIES,  INC.
                                         (Registrant)

                                         By:  /s/  Guy Galluccio, Jr.
                                            ---------------------------
                                          Guy Galluccio, Jr., President
                                          And Chairman of the Board


                                          By:  /s/  Alan Finfer
                                            ---------------------------
                                          Alan  Finfer,  Secretary,
                                          Treasurer and Chief Financial
                                          Officer


     In  accordance  with the Exchange Act, this report has been signed below by
the  following  person  on behalf of the registrant and in the capacities and on
the  dates  indicated.

Signature                 Title                                      Date

/s/  Guy Galluccio, Jr.   President and Chairman of the Board        01/30/01
----------------------
Guy  Galluccio,  Jr.


/s/  Alan  Finfer         Secretary,  Treasurer  and                 01/30/01
----------------------    Chief  Financial  Officer
Alan  Finfer


                                       14
<PAGE>
                        INDEPENDENT  AUDITOR'S  REPORT



To  the  Directors  of
Bactrol  Technologies,  Inc.


We have audited the  accompanying balance  sheets  of Bactrol Technologies, Inc.
(A Development Stage Company) as of  December 31, 2000 and 1999 and  the related
statements  of operations, stockholders' deficit and cash flows  from August 31,
1983  (Inception)  to  December 31, 2000.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.

We   conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards generally  accepted in the United States of America.   Those standards
require that we plan and perform the audit  to obtain reasonable assurance about
whether the financial  statements are free  of material misstatements.  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
audits  provide  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  Bactrol Technologies, Inc. (A
Development Stage Company) as of December 31, 2000  and 1999  and the results of
its operations and cash flows from  August 31, 1983 (Inception)  to December 31,
2000,  in conformity  with generally  accepted  accounting  principles generally
accepted  in  the  United  States  of  America.

The accompanying  financial  statements  have been  prepared  assuming  that the
Company will  continue  as  a going  concern.   As discussed  in Note 6  to  the
financial statements, the Company  is in the  development stage and has suffered
recurring losses  from operations.  As reflected  in the  accompanying financial
statements,  the Company  has  incurred  accumulated losses  since inception  of
$53,793.  As such,  there is no assurance that the Company will be successful in
its efforts  to raise  the necessary  capital to  commence its planned principal
operations.  These  conditions  raise substantial  doubt  about  its ability  to
continue as  a going concern.  Management's plans  in regard to  this matter are
also  described  in  Note  6.   The  financial  statements  do  not  include any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.


/S/  Puritz  &  Weintraub,  LLP
-------------------------------
Puritz  &  Weintraub,  LLP
Weston,  Florida

January  25,  2001


                                      -F1-
<PAGE>
<TABLE>
<CAPTION>
                           BACTROL TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS


                                     ASSETS


                                          December 31    December 31
                                             2000           1999
                                         -------------  -------------
<S>                                      <C>            <C>

ASSETS

Note Receivable - related party          $      1,500   $      1,500
                                         -------------  -------------
TOTAL ASSETS                                    1,500          1,500
                                         =============  =============


                 LIABILITIES AND STOCKHOLDER'S DEFICIT

LIABILITY
     Accounts payables and other                5,600          3,680
     Loan payable - related party                   -         27,511
                                         -------------  -------------
Total liabilities                               5,600         31,191
                                         -------------  -------------

STOCKHOLDERS' EQUITY
     Common stock, $0.0001 par value,
     50,000,000 shares authorized,
     660,004 shares issued
     and outstanding                               66             66
   Additional paid-in capital                  49,627         16,186
   Deficit accumulated
     During the development stage             (53,793)       (45,943)
                                         -------------  -------------
   Total stockholders' deficit                 (4,100)       (29,691)
                                         -------------  -------------
Total liabilities and
   stockholder's deficit                 $      1,500   $      1,500
                                         =============  =============
</TABLE>


                        See notes to Financial Statements
                                      -F2-
<PAGE>
<TABLE>
<CAPTION>
                              BACTROL  TECHNOLOGIES,  INC.
                            (A  DEVELOPMENT  STAGE  COMPANY)
                               STATEMENT OF OPERATIONS


                                                                        From
                                                                  August 31, 1983
                                       Year  ended                  (Inception)
                                       December 31,                   Through
                                2000                 1999        December 31, 2000
                       -------------------  -------------------  -----------------
<S>                    <C>                  <C>                  <C>

Revenues               $                -   $                -   $         12,353
                       -------------------  -------------------  -----------------

Expense
  Professional fees                 7,850               18,400             50,888
  State taxes                           -                   51             10,684
  Other                                 -                1,000              4,574
                       -------------------  -------------------  -----------------

      Total expenses                7,850               19,451             66,146
                       -------------------  -------------------  -----------------

Net (Loss)                         (7,850)             (19,451)           (53,793)
                       ===================  ===================  =================

Net (Loss)
  Per common share
  (basic and diluted)               (0.01)               (0.03)             (0.10)
                       ===================  ===================  =================

Average share
   Outstanding                    660,004              595,837            514,423
                       ===================  ===================  =================
</TABLE>


                        See notes to Financial Statements
                                    -F3-
<PAGE>
<TABLE>
<CAPTION>
                          BACTROL  TECHNOLOGIES,  INC.
                         (A  DEVELOPMENT  STAGE  COMPANY)
                        STATEMENT OF STOCKHOLDERS' DEFICIT
              FROM AUGUST 31, 1983 (INCEPTION) TO DECEMBER 31, 2000


                                Common  Stock     Additional               Total
                           ----------------------  Paid-in              Stockholders'
                              Shares      Amount   Capital    Deficit     Deficit
                           ------------  --------  --------  ---------  ------------
<S>                        <C>           <C>       <C>       <C>        <C>

Issuance of common stock
 on August 31, 1983
 ($0.0001 per share)        10,000,000   $ 1,000   $      -  $      -      $  1,000

Contributed Capital                  -         -      4,072         -         4,072

Issuance of common stock
 on May 16, 1988
 ($0.0001 per share)         1,800,000       180          -         -           180
                           ------------  --------  --------  ---------  ------------
Balance at
 December 31, 1998          11,800,000     1,180      4,072   (26,492)      (21,240)

Reverse stock
 split 20-1
 October 4, 1999           (11,210,000)   (1,121)     1,121         -             -

Fractional shares                    4         -          -         -             -

Issuance of common
 stock for services
 ($0.20 per share)              50,000         5      9,995         -        10,000

Issuance of common
 stock for services
 ($0.05 per share)              20,000         2        998         -         1,000

1999 net loss                        -         -          -   (19,451)      (19,451)
                           ------------  --------  --------  ---------  ------------
Balance at
 December 31, 1999             660,004        66     16,186   (45,943)      (29,691)

Contributed Capital                  -         -     33,441         -        33,441

2000 net loss                        -         -          -    (7,850)       (7,850)
                           ------------  --------  --------  ---------  ------------
Balance at
 December 31, 2000             660,004        66     49,627   (53,793)       (4,100)
                           ============  ========  ========  =========  ============
</TABLE>


                        See notes to Financial Statements
                                      -F4-
<PAGE>
<TABLE>
<CAPTION>
                                      BACTROL TECHNOLOGIES, INC.
                                     (A DEVELOPMENT STAGE COMPANY)
                                        STATEMENT OF CASH FLOWS


                                                                                            From
                                                                                       August 31, 1983
                                                           Year ended                    (Inception)
                                                          December  31,                    Through
                                                    2000                 1999         December 31, 2000
                                            -------------------  -------------------  -------------------
<S>                                         <C>                  <C>                  <C>

OPERATING ACTIVITIES:
Net (loss)                                  $           (7,850)  $          (19,451)  $          (53,793)
Adjustments to reconcile
  net (loss) to cash (used in)
    operating activities:
    Issuance of common stock for services                    -               11,000               11,000
    (Decrease) in corporate taxes payable                    -              (11,310)                   -
    Increase (decrease) in accounts
      payable and other liabilities                      1,920               (7,750)               5,600
                                            -------------------  -------------------  -------------------
Cash (used in) operating activities                     (5,930)             (27,511)             (37,193)
                                            -------------------  -------------------  -------------------

INVESTMENT ACTIVITIES:
  (increase) in note
    receivable - related party                               -                    -               (1,500)
                                            -------------------  -------------------  -------------------
Cash (used in) investing activities                          -                    -               (1,500)
                                            -------------------  -------------------  -------------------

FINANCING ACTIVITIES:
  Sale of common stock                                       -                    -                1,180
  Increase (decrease) in
    Related party loans                                (27,511)              27,511                    -
  Contributed capital                                   33,441                    -               37,513
                                            -------------------  -------------------  -------------------
Cash provided by
  Financing activities                                   5,930               27,511               38,693
                                            -------------------  -------------------  -------------------

Cash, beginning of the year                                  -                    -                    -
                                            -------------------  -------------------  -------------------
Cash, end of year                           $                -   $                -   $                -
                                            ===================  ===================  ===================


SUPPLEMENTAL  DISCLOSURE  OF  CASH:
  FLOW  INFORMATION:
  During the year ended December 31, 2000, a related party
    Contributed  their  loan  to  capital.
  During the year ended December 31, 1999, the Company issued
    70,ooo shares of common stock for services rendered.
</TABLE>


                        See notes to Financial Statements
                                     -F5-
<PAGE>
                           BACTROL TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


Note 1 - Summary of Significant Accounting Policies

Business  Activities
--------------------

The Company was incorporated August 31, 1983, under the laws of the State of New
York, as Owl Capital Corp., for the purpose  of providing  financial  consulting
services.  On May 16, 1988 the Company changed its name to Bactrol Technologies,
Inc.

The  Company  has  been  inactive  since  November  1984.

As of  December 31, 2000,  the Company is  in the development  stage and  has no
operations; accordingly these  financial statements are  prepared in  accordance
with  SFAS 7,  "Accounting and  Reporting  by Development  Stage Enterprises" as
issued  by  the  Financial  Accounting  Standards  Board.

Loss  per  share
----------------

Basic and diluted loss  per share is based  upon the weighted  average number of
shares  outstanding  during  each  year.

Use  of  estimates
------------------

The preparation  of financial statements  in conformity with  generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  in the  consolidated  financial  statements  and
accompanying  notes.  Actual  results  could  differ  from  those  estimates.

Fair value of financial instruments
-----------------------------------

The carrying amounts of note receivable, accounts payable and other, approximate
fair  value  due  to  the short-term maturities of these assets and liabilities.

Reclassification
----------------

Certain  amounts in  the prior period  have been reclassified  to conform to the
2000  presentations.


                                      -F6-
<PAGE>
                           BACTROL TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


Note 2 - Income Taxes

The  Company  account   for  Income  taxes  in  accordance  with  SFS  No.  109,
"Accounting for Income Taxes."   Accordingly, deferred income  would be provided
to show the effect of temporary  differences between  the recognition of revenue
and expenses for financial and income tax reporting purposes and between the tax
basis of  assets and  liabilities and their  reported amounts  in the  financial
statements.

At December 31, 2000,  the Company  has available  approximately  $50,000 of net
operating  losses  which  begin  to  expire  as  follows:

      Year              Amount           Year                Amount
      2000           $     707           2008             $     536
      2001                 682           2009                   511
      2002                 657           2010                   489
      2003                 632           2011                   447
      2004               5,087           2012                 6,385
      2005                 611           2013                 4,849
      2006                 586           2014                19,451
      2007                 561           2015                 7,850

The Company  has  provided  a valuation  allowance  to fully  offset  those  tax
benefits that might be recognized in the future, due to the uncertainty of their
utilization.

Note 3 - Note Receivable - Related Party

The Company  has a  non-interest  bearing demand note  receivable from a related
party  at  December  30,  2000  and  1999.

Note 4 - Stockholders' Deficit

During the year ended December 31, 2000,  a stockholder paid various expenses on
behalf of the  Company and also  forgave a loan  of $27,511.  These amounts  are
reflected  as  contributed  capital  in  the statement of stockholders' deficit.

During 1999,  the Company issued 50,000 shares  for professional services valued
at $10,000 ($0.20 per share)  and also 20,000 shares at $1,000 ($0.05 per share)

On  October 4, 1999,  the Board  of Directors  approved  a 20 - 1 reverse  stock
split.


                                      -F7-
<PAGE>
                           BACTROL TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES  TO  FINANCIAL  STATEMENTS


Note 5 - Other Matters

During 1999,  the Company  entered into a merger  agreement with Military Resale
Group, Inc.  The Merger is  dependent upon  Bactrol Technologies, Inc.  becoming
relisted on the NASD Bulletin Board  and completing an SB-2  registration with a
minimum of 500,000  shares of stock  sold and at least  $220,000 in escrow after
offering  expenses.

The Company is  a reporting company  with the Securities and Exchange Commission
and has maintained the updating  of all required SEC filings so that it can have
it's  securities traded.   Effective  January 10, 2001,  the NASD  approved  the
Company's  request  for  trading.

Note 6 - Going Concern

The  accompanying  financial statements  have been prepare d assuming  that  the
Company will  continue as  a going concern.  The Company  is in  the development
stage and has suffered  recurring losses  from operations.  As reflected  in the
accompanying financial statements,  the Company has incurred  accumulated losses
since inception of $53,793.   As such,  there is no assurance  that  the Company
will be successful in its efforts to raise the necessary capital to commence its
planned principal  operations.  These conditions  raise substantial  doubt about
its ability to  continue as a  going concern.  The financial  statements  do not
include any adjustments that might result from  the outcome of this uncertainty.
Management's plans include the sale of  equity through an  SB-2 registration and
the  merger  with  Military  Resale  Group,  Inc.

Note  7  -  Subsequent  Events

Included  in accounts  payable and  other at  December 31, 2000,  is  $4,000 for
professional fees.  The Company has authorized the issuance of 50,000  shares of
common  stock  to  satisfy  this  debt.  These  shares  will  be issued in 2001.


                                      -F8-
<PAGE>