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 six month period ending June 30, 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


On  November 10, 2000,  the  Registrant had outstanding 660,004 shares of common
stock.



                                        1
<PAGE>
                            BACTROL TECHNOLOGIES, INC.

                                      INDEX

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


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



                                       June 30, 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      Six  months  ended
                               June  30,               June  30,
                           2000        1999        2000        1999
                        ----------  ----------  ----------  -----------
<S>                     <C>         <C>         <C>         <C>
Revenues                $        0  $       0   $        0  $        0
                        ----------  ----------  ----------  -----------

Expense
    Interest                     0          0            0           0
    Penalties                    0          0            0           0
    Professional fees            0      5,600            0       5,600
    State corporate
        Charter                  0          0            0          51
                        ----------  ----------  ----------  -----------
        Total expenses           0      5,600            0       5,651
                        ----------  ----------  ----------  -----------

Net (Loss)                       0     (5,600)           0      (5,651)
                        ==========  ==========  ==========  ===========

Net (Loss)
  Per common share
  (basic and diluted)            0      (0.01)           0       (0.01)
                        ==========  ==========  ==========  ===========
Average share
   Outstanding          $  660,004  $ 590,004   $  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
                         Six months ended June 30, 2000
                                   (Unaudited)


                              Common  Stock      Additional
                        ----------------------     Paid-in
                          Shares       Amount      Capital       Deficit
                        ----------  -----------  ------------  -----------
<S>                     <C>         <C>          <C>           <C>
Balance at
  December 31, 1998        590,000  $        59  $      5,193  $  (26,492)

Sale of common stock        70,000            7        10,993           0

1998 net loss                    0            0             0     (19,451)
                        ----------  -----------  ------------  -----------
Balance at
  December 31, 1999        660,004           66        16,186     (45,943)

June 20, 2000 net loss           0            0             0           0
                        ----------  -----------  ------------  -----------
Balance at
  June 30, 2000            660,004  $        66  $     16,186  $  (45,943)
                        ==========  ===========  ============  ===========
</TABLE>



See  notes  to  Financial  Statements


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



                                            Six months ended
                                                 June 30,
                                             2000         1999
                                        -------------  -------------
<S>                                     <C>             <C>
Operating Activities:
  Net (Loss)                            $           0   $    (5,651)
  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        (8,050)
              Increase in loan
                Payable                             0        25,011
                                        -------------  -------------
Cash provided by (used in)
  Operating activities                              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 six months ended June 30, 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  June  30,  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.

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  sale  of  70,000 shares in 1979 were not
subject  to  the  20  to  1  reverse  split  as  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 10, 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>