U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549


                                   FORM 10-QSB
                               AMENDMENT NUMBER TWO


                QUARTERLY REPORT ISSUED UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                      For the quarter ending March 31, 2000


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


      New  York                       11-2665282             000-26463
----------------------------       -------------        ---------------
(State  or  other  jurisdiction      (IRS  Employer         Commission  File
    of  Incorporation)         Identification  Number)         Number


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

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


Indicate  by  check  mark whether the registrant (1) has filed all documents and
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  [ ]


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

Check  whether  the  registrant  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



November  16,  2000,  the  Registrant  had  outstanding 660,004 shares of common
stock.



                                        1
<PAGE>
<TABLE>
<CAPTION>
                            BACTROL TECHNOLGIES, INC.

                                      INDEX

<S>       <C>
PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

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

Item 3.   Forward Looking Statements

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings

Item 2.   Change in Securities and Use of Proceeds

Item 3.   Defaults Upon Senior Securities

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

Item 5.   Other Information

Item 6.   Exhibits and Reports on Form 8-K
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
                            BACTROL TECHNOLOGIES, INC.
                                  BALANCE SHEETS
                                   (Unaudited)



                                     March 31, 2000    December 31, 1999
                                    ----------------  -------------------
<S>                                 <C>               <C>
Current assets
  Notes Receivable                  $         1,500   $            1,500
                                    ----------------  -------------------
    Total current assets                      1,500                1,500
                                    ----------------  -------------------
    Total assets                              1,500                1,500
                                    ================  ===================


Current Liabilities
  Accounts payables and other
    Liabilities                               3,680                3,680
  Corporate taxes payable                         0                    0
  Loan payable                               27,511               27,511
                                    ----------------  -------------------
    Total current liabilities                31,191               31,191
                                    ----------------  -------------------
    Total liabilities                        31,191               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                   16,186               16,186
  Deficit                                   (45,943)             (45,943)
                                    ----------------  -------------------
  Total stockholders' deficit               (29,691)             (29,691)
                                    ----------------  -------------------
Total liabilities and
  stockholder's equity              $         1,500   $            1,500
                                    ================  ===================
</TABLE>


See  notes  to  Financial  Statements


                                        3
<PAGE>
<TABLE>
<CAPTION>
                           BACTROL TECHNOLOGIES, INC.
                             STATEMENT OF OPERATIONS
                                   (Unaudited)


                         Three  months  ended
                              March  31,
                           2000      1999
                         --------  ---------
<S>                      <C>       <C>

Revenues                 $      0  $      0
                         --------  ---------

Expense
  Interest                      0         0
  Penalties                     0         0
  Professional fees             0         0
  State corporate
        Charter                 0        51
                         --------  ---------
        Total expenses          0        51
                         --------  ---------

Net (Loss)                      0       (51)
                         ========  =========

Net (Loss)
  Per common share
  (basic and diluted)           0     (0.01)
                         ========  =========

Average share
   Outstanding            660,004   590,004
                         ========  =========
</TABLE>


See  notes  to  Financial  Statements


                                        4
<PAGE>
<TABLE>
<CAPTION>
                           BACTROL TECHNOLOGIES, INC.
                       STATEMENT OF STOCKHOLDERS' DEFICIT
                    For the year ended December 31, 1999 and
                        three months ended March 31, 2000
                                   (Unaudited)



                          Common  Stock   Additional
                         ----------------  Paid-in
                         Shares   Amount   Capital    Deficit
                         -------  -------  --------  ---------
<S>                      <C>      <C>      <C>       <C>
Balance at
  December 31, 1998      590,004  $    59  $  5,193  $(26,492)

Sale of common stock      70,000        7    11,000         0

1998 net loss                  0        0         0   (19,451)
                         -------  -------  --------  ---------
Balance at
  December 31, 1999      660,004       66    16,193   (45,943)

March 31, 2000 net loss        0        0         0         0
                         -------  -------  --------  ---------
Balance at
  March 31, 2000         660,004  $    66  $ 16,193  $(45,943)
                         =======  =======  ========  =========
</TABLE>


See  notes  to  Financial  Statements


                                        5
<PAGE>
<TABLE>
<CAPTION>
                           BACTROL TECHNOLOGIES, INC.
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)



                                Three  months  ended
                                     March  31,
                                  2000     1999
                                  -----  ---------
<S>                               <C>    <C>
Operating Activities:
  Net (Loss)                      $   0  $    (51)
                                  -----  ---------
  Adjustment to reconcile
    Net (loss) to cash
    (used in) operating
    activities:
      Increase (decrease) in
        Corporate tax payable         0   (11,310)
                                  -----  ---------
      Increase (decrease) in
        Accounts payable and
        Other liabilities             0    (8,650)
                                  -----  ---------

Cash provided by (used in)
  Operating activities                0   (20,011)
                                  -----  ---------

Financing Activities:
  Proceeds from loan                  0    20,011
                                  -----  ---------
Cash was provided by
  financing activities                0    20,011
                                  -----  ---------

Net Increase (decrease) in cash       0         0
                                  -----  ---------

Cash, beginning of the year           0         0
                                  -----  ---------

Cash, end of the year             $   0  $      0
                                  =====  =========
</TABLE>


See  notes  to  Financial  Statements


                                        6
<PAGE>
ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION
         AND  RESULTS  OF  OPERATIONS

1.     Condensed  Financial  Statements

In  the  opinion  of the Company, the accompanying unaudited 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  the  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 the
Company's  Annual  Report  for the year ended December 31, 1999.  The results of
operations  for  the  three  months  ended  March  31,  2000 are not necessarily
indicative  of  the  results  to  be  expected  for  the  full  year.

2.     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.

In  1989  the  Company  attempted  to  bring  its stock to the public market and
incurred  printing  and  professional  fees.  The intent was to raise additional
capital  for  potential  acquisitions.

The  Company  has  been  inactive  since  November  1984.


2.     Note  Receivable

The  Company  has  a  non-interest  bearing  demand  note receivable from Bionic
Financial  Corporation  at  March  31,  2000  and  December  31,  1999.


3.     Corporate  Tax  Payable

The Company had not filed its annual New York State taxes since 1984 and had its
corporate  status  dissolved.  During  January 1999, management filed all of the
delinquent  tax  returns  and  the  Company's  reinstatement has been completed.

4.     Other  Matters

During  1999,  the  Company  entered  into  a  plan and agreement of merger with
Military  Resale Group, Inc.  The merger is dependent upon Bactrol Technologies,
Inc.  becoming  listed on the NASD Bulletin Board at which time the merger comes
into  full  force  and  effect  concurrent  with  that  listing.


                                        7
<PAGE>
The  Company  is  a  former  reporting  company with the Securities and Exchange
Commission  and is currently in the process of updating all required SEC filings
so  that  it  can  have  it's  securities  traded.


On  October  4,  1999,  the  Board of Directors approved a 20 to 1 reverse stock
split  of  its  issued and outstanding common stock.  These financial statements
reflect  its  retroactive  effect  of  the  reverse  stock  split in all periods
presented.  The  amendment  herein reflects that the 11,800,000 pre-split shares
were  converted  to  590,004  post-split  shares  and not the 590,000 post-split
shares  as  was  originally  reported.


ITEM  3.  FORWARD  LOOKING  STATEMENTS

When  used  in  this  report  and  in  future  filings  by  the Company with the
Commission  in  the  Registrants'  press  release or other public or stockholder
communications,  and  in oral statements made with the approval of an authorized
executive officer, the words or phrases "will likely result", "are expected to",
"will  continue", "is anticipated", "estimate", "project" or similar expressions
are intended to identify "forward looking statements" within the earnings of the
Private  Securities  Litigation Reform Act of 1955.  Such statements are subject
to  certain  risks  and  uncertainties,  including  the  Company's  liquidity
constraints,  potential  increases  in  costs  and  delays,  pending litigation,
availability  of  raw  materials,  competition, demand for the product and other
proprietary  products  and  delays  in the distribution process that could cause
actual  results  to  differ  materially  from  those  presently  anticipated  or
projected.  The company wishes to caution readers not to place undue reliance on
any  such forward-looking statements, which speak only as of the date made.  The
company  wishes  to  advise  readers  that  actual results for future periods to
differ  materially  from  any  opinions  or statements expressed with respect to
future  periods  in  any  current  statements.

The  company does not undertake - and specifically, declines any obligation - to
publicly  release  the  result  of  any  revisions  which  may  be  made  to any
forward-looking  statements  to  reflect  the  occurrence  of  anticipated  or
unanticipated  events.

Any  potential  investor  in  the Company's securities should understand at this
time  the  company  is  not  engaged  in  any  business.


PART  II  -  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

                  None.

ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

On  October  4,  1999,  the  Board of Directors approved a 20 to 1 reverse stock
split  of  its  issued  and  outstanding  common  stock.  As of today's date the
company  has  not  had  a  shareholder's  meeting  to  ratify this change in the
outstanding  common  stock,  nor  has an amendment reflecting this change to the
Articles of Incorporation been filed with the New York Division of Corporations.


                                        8
<PAGE>
ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

                  None.

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

                  None.

ITEM  5.  OTHER  INFORMATION

During  1999,  the  Company  entered  into  a  plan and agreement of merger with
Military  Resale Group, Inc.  The merger is dependent upon Bactrol Technologies,
Inc.  becoming  listed on the NASD Bulletin Board at which time the merger comes
into  full  force  and  effect  concurrent  with  that  listing.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

                  None.



                                   SIGNATURES

         In  accordance  with the requirements of the Securities Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the  undersigned,  duly  authorized.

                                   BACTROL  TECHNOLOGIES,  INC.
                                   (Registrant)


Dated:  November  16,  2000        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



                                        9
<PAGE>