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 June 30, 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                          (I.R.S. Employer
of incorporation or organization)                      Identification No.)


                   c/o Associates Investment Corporation, Inc.
                        1109 North 21st Avenue, Suite 120
                            Hollywood, Florida 33020
     -----------------------------------------------------------------------
                    (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 August 1, 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

PART I.      Financial Information

Item 1.      Financial Statements                                       Page no.

             Balance Sheets - June 30, 2001 and  December 31, 2000 ..........  1

             Statements of Operations - Six months ended
             June 30, 2001 and 2000 .........................................  2

             Statement of Stockholders' Deficit -
             From August 31, 1983 (inception) through June 30, 2001 .........  4

             Statements of Cash Flows - Six months ended June 30, 2001
             and 2000 .......................................................  5

             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 Holders ............ 12

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

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

Signatures   ................................................................ 12

<PAGE>


ITEM 1.  FINANCIAL INFORMATION

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


                                     ASSETS

                                                     June 30,       December 31,
ASSETS:                                                2001             2000
                                                  -------------     ------------

Note receivable - related party                     $   1,500        $   1,500
                                                    ---------        ---------

TOTAL ASSETS                                        $   1,500        $   1,500
                                                    ---------        ---------


                     LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES:
  Accounts payable and other                        $  14,000        $   5,600
                                                    ---------        ---------
STOCKHOLDERS' DEFICIT:
    Common stock, $0.0001 par value,
      50,000,000 shares authorized,
      1,000,004 and 660,004 shares issued
      and outstanding at June 30, 2001
      and December 31, 2000, respectively                 100               66
    Additional paid-in capital                        117,943           49,627
    Deficit accumulated during the
      development stage                              (130,543)         (53,793)
                                                    ---------        ---------
Total stockholders' deficit                           (12,500)          (4,100)
                                                    ---------        ---------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT         $   1,500        $   1,500
                                                    ---------        ---------


                     See notes to the financial statements

                                      -1-
<PAGE>


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

                                                                       From
                                                                 August 31, 1983
                                 For the six months ended          (Inception)
                                         June 30,                    Through
                                   2001             2000          June 30, 2001
                                ---------        ---------       ---------------

Revenue                         $      --        $      --          $  12,353
                                ---------        ---------          ---------


Expenses:
  Professional fees                76,750               --            127,638
  State taxes                          --               --             10,684
  Other                                --               --              4,574
                                ---------        ---------          ---------
    Total expenses                 76,750               --            142,896
                                ---------        ---------          ---------

Net (loss)                      $ (76,750)       $      --          $(130,543)
                                =========        =========          =========

Net (loss) per common share
  (basic and diluted)           $   (0.08)       $      --
                                ---------        ---------

Average shares outstanding        941,772          660,004
                                =========        =========


                     See notes to the financial statements

                                      -2-
<PAGE>


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



                                                     For the three months ended
                                                              June 30,
                                                        2001             2000
                                                     ----------        ---------

Revenue                                              $       --        $      --
                                                     ----------        ---------


Expenses:
  Professional fees                                      14,000               --
  State taxes                                                --               --
  Other                                                      --               --
                                                     ----------        ---------
    Total expenses                                       14,000               --
                                                     ----------        ---------

Net (loss)                                           $  (14,000)       $      --
                                                     ==========        =========

Net (loss) per common share
  (basic and diluted)                                $    (0.01)       $      --
                                                     ----------        ---------

Average shares outstanding                            1,000,004          660,004
                                                     ==========        =========


                     See notes to the financial statements

                                      -3-
<PAGE>


                           BACTROL TECHNOLOGIES, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDERS' DEFICIT
               FROM AUGUST 31, 1983 (INCEPTION) TO JUNE 30, 2001

<TABLE>
<CAPTION>
                                                     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
  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                                          --              --              --        (76,750)        (76,750)
                                              -----------     -----------     -----------    -----------     -----------

Balance at June 30, 2001                        1,000,004     $       100     $   117,943    $  (130,543)    $   (12,500)
                                              ===========     ===========     ===========    ===========     ===========
</TABLE>


                     See notes to the financial statements

                                      -4-
<PAGE>


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

                                                                       From
                                                For the          August 31, 1983
                                            six months ended       (Inception)
                                                June 30,             Through
                                           2001         2000      June 30, 2001
                                         --------     --------   ---------------

OPERATING ACTIVITIES:
Net loss                                 $(76,750)    $     --      $(130,543)
Adjustments to reconcile net loss to
  cash (used in) operating activities:
    Issuance of common stock
      for services                         62,000           --         73,000
    Increase in accounts payable
      and other liabilities                 8,400           --         14,000
                                         --------     --------      ---------
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 six months ended June 30, 2001, the Company issued
    340,000 shares of common stock for services rendered.


                     See notes to the financial statements

                                      -5-
<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 six months ended June 30,
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 June 30, 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
June 30, 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.  Also, we approved the issuance of 70,000 shares of common stock
for services rendered. As of June 30, 2001, these shares had not been issued.

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


                                       7
<PAGE>


registration  with a  minimum  of  500,000  shares  of  stock  sold and at least
$220,000 in escrow after offering expenses.

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 $130,543. 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

                                       8
<PAGE>


market.  Our merger with Military Resale Group is conditioned  upon our becoming
listed on the  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.

                                       9
<PAGE>


     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.

RESULTS OF OPERATIONS

     During  the six  months  ended  June 30,  2001,  we  incurred a net loss of
$76,750. This was due to general expenses,  including professional fees. We paid
no rent or  salaries  and had no  other  operations  during  the  aforementioned
period.

LIQUIDITY AND CAPITAL RESOURCES

     As of June 30,  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 $130,543.  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,  or  another  entity.  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 June 30, 2001, we had a non-interest bearing demand note receivable from
a related party.

     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 legal  and  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.

                                       10
<PAGE>


In February 2001, we received comments  relating to such registration  statement
from the staff of the  Securities and Exchange  Commission,  and we have not yet
responded  to such  comments.  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.  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 or another entity;

     (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 HOLDERS

         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 August 1, 2001.

                                            BACTROL TECHNOLOGIES, INC.



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

                                       12