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

                                   Form 10-QSB

(Mark One)
       [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
              EXCHANGE ACT OF 1934
              For the quarterly period ended March 31, 2001

       [ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934
             For the transition period from                     to             .
                                             ----------------     -------------

                        Commission File Number 000-26463
                                               ---------

                                        ----------------

                           BACTROL TECHNOLOGIES, INC.
         --------------------------------------------------------------
           (Name of small business issuer as specified in its charter)

                New York                                     11-2665282
----------------------------------------------  --------------------------------
(State or other jurisdiction of incorporation    (I.R.S. Employer Identification
             or organization)                                 No.)

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

                                 (954) 923-6002
        ----------------------------------------------------------------
                           (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such 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 [ ]

As of March 31, 2001,  there were 1,000,004  shares of the issuer's common stock
outstanding.

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



<PAGE>

                              CYBEROPTICLABS, INC.

                                   FORM 10-QSB

                                      INDEX

<TABLE>
PART I.      Financial Information

Item 1.      Financial Statements                                                      Page no.
<S>          <C>                                                                          <C>
             Balance Sheets - March 31, 2001 and  December 31, 2000...................    1

             Statements of Operations - Three months ended March 31, 2001 and 2000....    2

             Statement of Stockholders' Deficit - From August 31, 1983 (inception)
             through March 31, 2001 ..................................................    3

             Statements of Cash Flows - Three months ended March 31, 2001 and 2000....    4

             Notes to Financial Statements............................................    6


Item 2.      Management's Discussion and Analysis or Plan of Operation                    8

PART II.     Other Information

Item 1.      Legal Proceedings........................................................   12

Item 2.      Change in Securities and use of Proceeds.................................   12

Item 3.      Defaults Upon Senior Securities..........................................   12

Item 4.      Submission of Matters to a Vote of Security Holdings......................  12

Item 5.      Other Information.........................................................  12

Item 6.      Exhibits and Reports on Form 8-K.........................................   12

Signatures   .........................................................................   12
</TABLE>


<PAGE>

                           BACTROL TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS

<TABLE>
<CAPTION>
                                                          MARCH 31,      DECEMBER 31,
ASSETS:                                                     2001            2000
                                                          ---------       ---------
<S>                                                       <C>             <C>
Note receivable - related party                           $   1,500       $   1,500
                                                          ---------       ---------
TOTAL ASSETS                                              $   1,500       $   1,500
                                                          =========       =========

        LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES:

       Accounts payable and other                         $    --         $   5,600
                                                          ---------       ---------

STOCKHOLDERS' EQUITY:
       Common stock , $0.0001 par value, 50,000,000
         shares authorized, 1,000,004 and 660,004 shares
         issued and outstanding at March 31, 2001 and
         December 31, 2000, respectively                        100              66
       Additional paid-in capital                           117,943          49,627
       Deficit accumulated during the development stage    (116,543)        (53,793)
                                                          ---------       ---------
Total stockholders' deficit                                   1,500          (4,100)
                                                          ---------       ---------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT               $   1,500       $   1,500
                                                          =========       =========
</TABLE>






                     See notes to the financial statements

<PAGE>

                           BACTROL TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS


                                                                    FROM
                                                               AUGUST 31, 1983
                                FOR THE THREE MONTHS ENDED       (INCEPTION)
                                         MARCH 31,                 THROUGH
                                   2001            2000         MARCH 31, 2001
                                ---------        ---------     ----------------

REVENUE                         $      --        $      --        $   12,353
                                ---------        ---------        ----------

EXPENSES:
      Professional fees            62,750               --           113,638
      State taxes                      --               --            10,684
      Other                            --               --             4,574
                                ---------        ---------         ---------
         Total expenses            62,750               --           128,896
                                ---------        ---------         ---------

NET (LOSS)                      $ (62,750)       $      --         $(116,543)
                                =========        =========         =========

NET (LOSS) PER COMMON SHARE
      (BASIC AND DILUTED)       $   (0.07)       $      --
                                =========        =========

AVERAGE SHARES OUTSTANDING        882,893          660,004
                                =========        =========








                     See notes to the financial statements

<PAGE>


                           BACTROL TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDERS' DEFICIT
               FROM AUGUST 31, 1983 (INCEPTION) TO MARCH 31, 2001




<TABLE>
<CAPTION>
                                                                        ADDITIONAL                    TOTAL
                                                COMMON STOCK             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
 on 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)

Issuance of common stock for services
($0.20 per share)                            290,000             29         57,971            --         58,000

Issuance of common stock for services
($0.08 per share)                             50,000              5          3,995            --          4,000

Contributed Capital                               --             --          6,350            --          6,350

2001 net loss                                     --             --             --       (62,750)       (62,750)
                                         -----------    -----------    -----------   -----------    -----------

Balance at March 31, 2001                  1,000,004    $       100    $   117,943   $  (116,543)   $     1,500
                                         ===========    ===========    ===========   ===========    ===========
</TABLE>



                     See notes to the financial statements

<PAGE>

                 BACTROL TECHNOLOGIES, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                  STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                  FROM
                                                                                             AUGUST 31, 1983
                                                                FOR THE THREE MONTHS ENDED     (INCEPTION)
                                                                         MARCH 31,               THROUGH
                                                                    2001          2000        MARCH 31, 2001
                                                                 ---------      ---------     --------------
OPERATING ACTIVITIES:
<S>                                                              <C>            <C>             <C>
Net (loss)                                                       $ (62,750)     $      --       $(116,543)
Adjustments to reconcile net (loss) to
      cash (used in) operating activities:
         Issuance of common stock for services                      62,000             --          73,000
         Increase (decrease) in accounts
           payable and other liabilities                            (5,600)            --              --
                                                                 ---------      ---------       ---------
CASH (USED IN) OPERATING ACTIVITIES                                 (6,350)            --         (43,543)
                                                                 ---------      ---------       ---------

INVESTING ACTIVITIES:
      (Increase) in note receivable - related party                     --             --          (1,500)
                                                                 ---------      ---------       ---------
CASH (USED IN) INVESTING ACTIVITIES                                     --             --          (1,500)
                                                                 ---------      ---------       ---------

FINANCING ACTIVITIES:
      Sale of common stock                                              --             --           1,180
      Contributed capital                                            6,350             --          43,863
                                                                 ---------      ---------       ---------
CASH PROVIDED BY FINANCING ACTIVITIES                                6,350             --          45,043
                                                                 ---------      ---------       ---------

Cash, beginning of the period                                           --             --              --
                                                                 ---------      ---------       ---------

Cash, end of the period                                          $      --      $      --       $      --
                                                                 =========      =========       =========

SUPPLEMENTAL DISCLOSURE OF CASH
      FLOW INFORMATION:
      During the three months ended March 31, 2001, the Company
          issued 340,000 shares of common stock for services rendered
</TABLE>







                     See notes to the financial statements
<PAGE>


NOTE 1 - BASIS OF PRESENTATION

In our opinion,  the accompanying  condensed  financial  statements  include all
adjustments  (consisting only of normal recurring  accruals) which are necessary
for a fair  presentation  of the  results  for the  periods  presented.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
condensed and omitted. It is suggested that these condensed financial statements
be read in conjunction  with our Annual Report on Form 10-KSB for the year ended
December 31, 2000.  The results of  operations  for the three months ended March
31, 2001 are not  necessarily  indicative  of the results to be expected for the
full year.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS ACTIVITIES

We were  incorporated on 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, we changed our name to Bactrol Technologies, Inc.

We have been inactive since November 1988.

As of March 31, 2001, we were in the  development  stage and had 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.


                                       6
<PAGE>

RECLASSIFICATION

Certain  amounts in the prior  period have been  reclassified  to conform to the
2001 presentations.

NOTE 3 - INCOME TAXES

We 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,  we had available  approximately  $50,000 of net operating
losses.

We have  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 4 - NOTE RECEIVABLE - RELATED PARTY

We had a  non-interest  bearing demand note  receivable  from a related party at
March 31, 2001 and December 30, 2000.

NOTE 5 - STOCKHOLDERS' DEFICIT

During  2001,  we issued  290,000  shares for  professional  services  valued at
$58,000 ($0.20 per share) and 50,000 shares for professional  services valued at
$4,000 ($0.08 per share).  On March 23, 2001, we placed a stop transfer on these
50,000 shares.

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

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

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

NOTE 6 - OTHER MATTERS

During 1999, we entered into a merger agreement with Military Resale Group, Inc.
The merger is dependent upon us becoming  relisted on the OTC 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.


                                       7
<PAGE>

We are a reporting company with the Securities and Exchange  Commission and have
maintained  the  updating  of all  required  SEC filings so that we can have our
securities traded. Effective January 10, 2001, the NASD approved our request for
trading.

NOTE 7 - GOING CONCERN

The accompanying  financial  statements have been prepared assuming that we will
continue as a going concern.  We are in the development  stage and have suffered
recurring  losses from operations.  As reflected in the  accompanying  financial
statements,  we have incurred accumulated losses since inception of $116,543. As
such,  there is no assurance  that we will be successful in our efforts to raise
the  necessary  capital to commence  our  planned  principal  operations.  These
conditions  raise  substantial  doubt  about our  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.

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     CERTAIN STATEMENTS IN THIS REPORT CONSTITUTE  "FORWARD-LOOKING  STATEMENTS"
WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH
FORWARD-LOOKING  STATEMENTS  INVOLVE KNOWN AND UNKNOWN RISKS,  UNCERTAINTIES AND
OTHER FACTORS WHICH MAY CAUSE OUR ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO
BE MATERIALLY  DIFFERENT FROM ANY FUTURE  RESULTS,  PERFORMANCE OR  ACHIEVEMENTS
EXPRESSED OR IMPLIED BY SUCH  FORWARD-LOOKING  STATEMENTS.  THE WORDS "BELIEVE",
"EXPECT",  "ANTICIPATE",  "INTEND" AND "PLAN" AND SIMILAR  EXPRESSIONS  IDENTIFY
FORWARD-LOOKING STATEMENTS. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON
THESE FORWARD-LOOKING STATEMENTS,  WHICH SPEAK ONLY AS OF THE DATE THE STATEMENT
WAS MADE.

     The following  discussion  should be read in conjunction with the financial
statements and related notes appearing elsewhere in this Report.

OVERVIEW

         We were  incorporated in New York on August 31, 1983 under the name Owl
Capital Corp. for the purpose of providing financial consulting services. On May
16, 1998, we changed our name to Bactrol Technologies, Inc.

         We  are a  development  stage  company  and do not  have  any  on-going
business operations.  As such, we are attempting to consummate a merger or other
combination  with a  business  entity.  In  1999,  we  entered  into a plan  and
agreement of merger with  Military  Resale  Group,  Inc., a company that markets
products  to the  military  resale  industry,  which we believe is a $15 billion
market.  Our merger with Military Resale Group is conditioned  upon our becoming
listed on the

                                       8
<PAGE>

Over-the-Counter  Bulletin  Board and  selling  at least  500,000  shares of our
common stock for net proceeds of at least $220,000.  As of January 10, 2001, our
securities  have been listed on the  Over-the-Counter  Bulletin  Board under the
symbol  "BCTL".  We are a "reporting  company" under the Securities and Exchange
Act of 1934, as amended (the "Exchange  Act").  As such, we can provide a method
for a foreign or domestic private company,  including  Military Resale Group, to
become a reporting company with a class of registered securities.

PLAN OF OPERATION

         Our plan of operation  over the next twelve months is to consummate the
merger with Military  Resale Group.  Subject to its  successful  completion,  we
intend to consolidate various suppliers within the military resale market. If we
are unable to consummate the merger with Military Resale Group, we will seek and
acquire, if possible,  an operating business or valuable assets by entering into
a business  combination.  In such  event,  we will not  restrict  our search for
business combination candidates to any particular geographical area, industry or
industry  segment.  As a practical matter, we will be unlimited in the selection
of a combination  candidate.  We will seek combination  candidates in the United
States and other  countries,  as available  time and resources  permit,  through
existing  associations  and by  word of  mouth.  We have  adopted  this  plan of
operation to attempt to create value for our shareholders.

         We do not intend to do any product  research or development.  Nor do we
expect  to buy or sell any real  estate,  plant or  equipment  except  as such a
purchase might occur by way of a business  combination  that is structured as an
asset purchase, and no such asset purchase is currently anticipated.

         COMPETITION. If we consummate the merger with Military Resale Group, we
will compete with numerous  entities in the military resale market.  We believe,
however,  that the military resale market is highly fragmented.  While there are
several  major  distributors  and several large brokers who service the military
and commercial accounts, we do not believe there is any one entity that controls
the military resale market.

         If we do not consummate the merger with Military  Resale Group, we will
be in direct  competition  with many entities in our efforts to locate  suitable
business opportunities. Included in the competition will be business development
companies,  venture  capital  partnerships  and  corporations,   small  business
investment  companies,  venture  capital  affiliates of industrial and financial
companies,  broker-dealers  and  investment  bankers,  management and management
consultant firms and private individual  investors.  Most of these entities will
possess  greater  financial  resources and will be able to assume  greater risks
than we can. Many of these  competing  entities will also possess  significantly
greater experience and contacts than we do. Moreover,  we will also be competing
with numerous other "blank check" companies for such opportunities.

         EMPLOYEES.  We have no  employees.  We do not expect to have  employees
except as a result of completing a business combination such as the contemplated
merger with Military Resale Group.

                                       9
<PAGE>

RESULTS OF OPERATIONS

         During the three months ended March 31, 2001, we incurred a net loss of
$62,750.  This  was  due  to  general  and  administrative  expenses,  including
professional  fees we incurred in connection  with the filing of a  registration
statement  on Form  SB-2 and  other  Exchange  Act  filings.  We paid no rent or
salaries and had no other operations during the aforementioned period.

LIQUIDITY AND CAPITAL RESOURCES

         As of March  31,  2001,  we had no cash on hand and no other  assets to
meet ongoing expenses or debts that may accumulate. Since our inception in 1983,
we have  accumulated a deficit (net loss) of $116,543.  We have never  generated
any revenues from  operations.  As such, we have relied  almost  exclusively  on
loans from  shareholders,  limited  distribution  deposits and private  sales of
securities to meet our working capital needs.

         Our auditors have issued a going concern opinion expressing doubt as to
whether we can  continue as an  on-going  business  for the next  twelve  months
unless we obtain additional capital to pay our  contingencies.  We do not expect
to generate any revenues until we merge with Military Resale Group in accordance
with the plan and agreement of merger. There can be no assurance,  however, that
we will be able to complete the merger with Military Resale Group.  Accordingly,
in the interim, we must raise cash from external sources.  Our only other source
of cash at this time is investments by others in our company. We must raise cash
to implement our acquisition strategy and stay in business.

         At March 31, 2001, we had a non-interest bearing demand note receivable
from Bionic Financial Corporation.

         We have no commitment for any capital  expenditure and foresee none. We
will, however,  incur routine fees and expenses incident to our reporting duties
as a public  company,  and will  incur  expenses  in finding  and  investigating
possible  acquisitions  and other  fees and  expenses  in the event we make,  or
attempt to make, an acquisition, including our contemplated merger with Military
Resale Group.  Our cash  requirements  for the next twelve months are relatively
modest,  consisting  principally  of  accounting  expenses  and  other  expenses
relating to making filings required under the Exchange Act.

         We  will  only  be able to pay our  future  debts  and  meet  operating
expenses  by  raising  additional  funds,  acquiring  a  profitable  company  or
otherwise  generating positive cash flow. As a practical matter, we are unlikely
to generate  positive cash flow by any means other than acquiring a company with
such cash flow.  We have no  intention  of  borrowing  money to reimburse or pay
salaries to any of our officers,  directors or shareholders or their affiliates.
On January 31,  2001,  we filed a  registration  statement on Form SB-2 with the
Securities and Exchange Commission in an effort to register shares of our common
stock under the Securities Act of 1933, as amended. Such registration  statement
has not yet been declared  effective by the Securities  and Exchange  Commission
and  there can be no  assurance  that such  registration  will ever be  declared
effective.


                                       10
<PAGE>

There is no assurance  that we will be able to raise  enough money  through this
offering to stay in business or implement  our business  strategy.  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.  Our officers are unwilling to
make any loans to us at this  time.  Other  than by means of the  aforementioned
public offering,  we have not made any arrangements to raise additional cash. If
we are  unable to raise  additional  cash,  we may have to cease our  operations
entirely.

         There is no  assurance  that we will be able to raise  necessary  funds
from outside sources either by selling our securities or otherwise.  Such a lack
of funds could result in severe consequences, including, among others:

         (1)  a failure to  consummate  the  contemplated  merger with  Military
              Resale Group;

         (2)  a failure to make timely  filings with the Securities and Exchange
              Commission as required by the Exchange Act;

         (3)  curtailing  or  eliminating  our  ability  to locate  and  perform
              suitable investigations of potential acquisitions; or

         (4)  an  inability to complete a desirable  acquisition  due to lack of
              funds to pay legal  and  accounting  fees and  acquisition-related
              expenses.

         There is no historical financial information about us which may be used
to evaluate our  performance.  We cannot guarantee that we will be successful in
our business operations.  We are subject to the risks inherent in establishing a
new business enterprise.





                                       11

<PAGE>



PART II.    OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

      None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

      None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

      None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDINGS

      None.

ITEM 5.  OTHER INFORMATION

      None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

      None.


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized,  in Hollywood,  Florida
on May 30, 2001.

                                    BACTROL TECHNOLOGIES, INC.


                                    By: /s/ Guy Galluccio
                                       -----------------------------------
                                            Name:  Guy Galluccio
                                            Title: Chief Executive Officer

                                       12