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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB

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

FOR THE QUARTER ENDED JUNE 30, 1999 COMMISSION FILE NO. 0-22810

MACE SECURITY INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation or organization)

03-0311630
(I.R.S. Employer Identification No.)

1000 Crawford Place, Suite 400, Mount Laurel, NJ 08054
(Address of Principal Executive Offices)

Registrant's Telephone No., including area code: (856) 778-2300

160 Benmont Avenue, Bennington, VT 05201
(Former Address of Principal Executive Offices)

Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such report), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ____
---

Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock:

As of August 10, 1999 16,131,339 Shares of Common Stock

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Mace Security International, Inc.

Form 10-QSB
Quarter Ended June 30, 1999

Contents

Page

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets - June 30, 1999
and December 31, 1998 2

Condensed Consolidated Statements of Operations for the three
months ended June 30, 1999 and 1998 4

Condensed Consolidated Statements of Operations for the six
months ended June 30, 1999 and 1998 5

Condensed Consolidated Statement of Stockholders' Equity
for the six months ended June 30, 1999 6

Condensed Consolidated Statements of Cash Flows for the
six months ended June 30, 1999 and 1998 7

Notes to Condensed Consolidated Financial Statements 8

Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 13

PART II - OTHER INFORMATION

Item 2 - Changes in Securities 20
Item 4 - Submission of Matters to a Vote of Security Holders 21
Item 5 - Other Information 21
Item 6 - Exhibits and Reports on Form 8-K 23

PART I - FINANCIAL INFORMATION
Item 1 Financial Statements

Mace Security International, Inc.

Condensed Consolidated Balance Sheets
(Unaudited)

June 30, December 31,
ASSETS 1999 1998
------------- -------------

Current assets:
Cash and cash equivalents (including escrow of $120,000
in 1999 and $610,800 in 1998) $ 6,060,681 $ 4,183,222
Accounts receivable, less allowance for doubtful
accounts of $28,668 and $64,464 1,098,669 1,271,031
Inventory 1,789,583 1,502,172
Deferred income taxes 715,376 -
Prepaid expenses and other current assets 811,161 285,208
------------- -------------
Total current assets 10,475,470 7,241,633

Property and equipment:
Land 10,035,763 -
Buildings and leasehold improvements 10,360,928 734,421
Machinery and equipment 1,810,536 1,335,284
Furniture and fixtures 132,621 132,621
------------- -------------
Total property and equipment 22,339,848 2,202,326
Accumulated depreciation (1,093,027) (1,123,130)
------------- -------------
21,246,821 1,079,196

Net assets of discontinued operations 244,536 326,835
Excess cost over fair market value of net assets acquired,
net of $22,792 accumulated amortization 4,584,627 -
Other intangible assets, net of $1,006,527 and
$954,810 accumulated amortization 872,210 912,131
Notes receivable from shareholders/officers 46,518 -
Other assets 1,723,892 217,474
------------- -------------
Total assets $39,194,074 $ 9,777,269
============= =============

June 30, December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 1999 1998
----------- -----------

Current liabilities:
Accounts payable $ 1,242,587 $ 297,553
Accrued expenses and other current liabilities 2,325,464 232,942
Current portion of long-term debt 10,037,909 -
Current portion of capital lease obligations 28,359 -
----------- ----------
Total current liabilities 13,634,319 530,495

Deferred income taxes 1,412,489 -
Long-term debt, net of current portion 932,603 -
Capital lease obligations, net of current portion 5,964 -

Stockholders' equity:
Common stock, $.01 par value:
Authorized shares - 200,000,000
Issued and outstanding shares 9,597,915 and 6,825,000 95,979 68,250
Additional paid-in capital 28,549,066 13,333,191
Accumulated deficit (5,383,958) (4,102,279)
----------- ----------
23,261,087 9,299,162
Less treasury stock at cost - 256,666 common shares (52,388) (52,388)
----------- ----------
Total stockholders' equity 23,208,699 9,246,774
----------- ----------
Total liabilities and stockholders' equity $39,194,074 $ 9,777,269
=========== ==========

See accompanying notes.

Mace Security International, Inc.

Condensed Consolidated Statements of Operations
(Unaudited)

Three Months Ended
June 30,
------------------------
1999 1998
----------- -----------

Revenues:
Car wash and detailing services $ 1,357,342 $ -
Lube and other automotive services 481,888 -
Fuel and merchandise sales 192,636 -
Security product sales 902,117 691,697
Operating Agreements 449,590 -
----------- -----------
3,383,573 691,697

Cost of revenues:
Car wash and detailing services 872,144 -
Lube and other automotive services 408,114 -
Fuel and merchandise sales 167,562 -
Security product sales 480,310 340,643
----------- -----------
1,928,130 340,643
Selling, general and administrative expenses 855,250 384,233
Depreciation and amortization 136,429 48,397
Restructuring and change in control charges 1,519,000 -
----------- -----------

Operating loss (1,055,236) (81,576)

Interest expense, net (73,426) (30,307)
Other income 36,942 66,893
----------- -----------
Loss from continuing operations before income taxes (1,091,720) (44,990)

Income tax (benefit) expense (350,000) 1,950
----------- -----------

Loss from continuing operations (741,720) (46,940)

Income (loss) from discontinued operations,
net of $0 applicable income taxes 42,301 (375,844)
----------- -----------

Net loss $ (699,419) $ (422,784)
=========== ===========

Basic and diluted loss per share

From continuing operations $ (0.09) $ (0.01)
From discontinued operations - (0.05)
----------- -----------
Total $ (0.09) $ (0.06)
=========== ===========

Weighted average number of shares outstanding 8,067,624 7,081,666
=========== ===========

See accompanying notes.

Mace Security International, Inc.

Condensed Consolidated Statements of Operations
(Unaudited)

Six Months Ended
June 30,
--------------------------
1999 1998
--------------------------

Revenues:
Car wash and detailing services $ 1,357,342 $ -
Lube and other automotive services 481,888 -
Fuel and merchandise sales 192,636 -
Security product sales 1,605,998 1,361,110
Operating Agreements 449,590 -
----------- ----------
4,087,454 1,361,110
Cost of revenues:
Car wash and detailing services 872,144 -
Lube and other automotive services 408,114 -
Fuel and merchandise sales 167,562 -
Security product sales 844,342 700,847
----------- ----------
2,292,162 700,847
Selling, general and administrative expenses 1,569,385 881,585
Depreciation and amortization 223,934 96,794
Restructuring and change in control charges 1,519,000 -
----------- ----------

Operating loss (1,517,027) (318,116)

Interest expense, net (27,294) (54,000)
Other (expense) income (15,604) 88,735
----------- ----------
Loss from continuing operations before income taxes (1,559,925) (283,381)

Income tax (benefit) expense (350,000) 3,900
----------- ----------

Loss from continuing operations (1,209,925) (287,281)

Loss from discontinued operations,
net of $0 applicable income taxes (71,754) (559,091)
----------- ----------

Net loss $(1,281,679) $ (846,372)
=========== ==========
Basic and diluted loss per share:

From continuing operations $ (0.16) $ (0.04)
From discontinued operations (0.01) (0.08)
=========== ==========
Total $ (0.17) $ (0.12)
=========== ==========

Weighted average number of shares outstanding 7,454,292 7,081,666
=========== ==========

See accompanying notes.

Mace Security International, Inc.

Condensed Consolidated Statement of Stockholders' Equity
(Unaudited)

Additional
Common Paid-in Accumulated Treasury
Stock Capital Deficit Stock Total
-------- ------------ ------------ ----------- -----------

Balance at
December 31, 1998......................... $ 68,250 $ 13,333,191 $ (4,102,279) $ (52,388) $ 9,246,774

Exercise of common stock
options and warrants...................... 5,182 682,732 687,914

Proceeds from sale of 392,857
shares of common stock.................... 3,929 3,296,071 3,300,000

Common stock issued in
purchase acquisitions..................... 18,618 10,650,072 10,668,690

Effect of variable option vesting on change
in control................................ 587,000 587,000

Net loss.................................... (1,281,679) (1,281,679)
--------- ------------ ------------ ----------- -----------
Balance at June 30, 1999.................... $ 95,979 $ 28,549,066 $ (5,383,958) $ (52,388) $23,208,699
========= ============ ============ =========== ===========

See accompanying notes.

Mace Security International, Inc.

Condensed Consolidated Statements of Cash Flows
(Unaudited)

Six Months Ended
June 30,
-------------------------
1999 1998
------------ ----------

Operating activities
Net loss $(1,281,679) $ (846,372)

Adjustments to reconcile net loss
to net cash (used in) provided by operating activities:
Depreciation and amortization 223,934 96,794
Provision for losses on receivables 145,877 26,594
Writedown of assets 99,666 -
Deferred income taxes (360,282) -
Non-cash portion of restructuring and change in
control charges 1,267,000 -

Changes in operating assets and liabilities:
Accounts receivable 50,736 341,110
Inventory (90,290) (69,416)
Accounts payable 9,681 29,971
Accrued expenses 646,691 132,819
Income taxes - 6,086
Prepaid expenses and other current assets (516,424) (125,332)
Discontinued operations 82,299 631,881
Other (1,179,272) (64,313)
----------- ----------
Net cash (used in) provided by operating activities (902,063) 159,822

Investing activities
Acquisition of businesses, net of cash acquired (1,299,908) -
Purchase of property and equipment (184,596) (34,280)
Payments for intangibles (7,546) -
Payments received on notes receivable from shareholder 363,313 -
----------- ----------
Net cash used in investing activities (1,128,737) (34,280)

Financing activities
Payments on revolving line of credit, long-term debt
and capital lease obligations (79,655) (54,882)

Proceeds from issuance of common stock, net of
offering costs 3,987,914 -

Net payments on note payable
to shareholder - (9,984)
----------- ----------
Net cash provided by (used in) financing activities 3,908,259 (64,866)
----------- ----------
Net increase in cash and cash equivalents 1,877,459 60,676
Cash and cash equivalents at beginning of period 4,183,222 1,146,212
----------- ----------
Cash and cash equivalents at end of period $ 6,060,681 $1,206,888
=========== ==========

See accompanying notes.

Mace Security International, Inc.

Notes to Condensed Consolidated Financial Statements
(Unaudited)

1. Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include
the accounts of Mace Security International, Inc. and its wholly owned
subsidiaries (the "Company"). All significant intercompany accounts and
transactions have been eliminated in consolidation. These condensed
consolidated financial statements reflect all adjustments (consisting of normal
recurring accruals), which in the opinion of management, are necessary for a
fair presentation of results of operations for the interim periods presented.
The results of operations for the three and six month periods ended June 30,
1999 are not necessarily indicative of the operating results for the full year.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. These interim financial statements should be
read in conjunction with the audited financial statements and notes contained in
the Company's Annual Report on Form 10-KSB for the year ended December 31, 1998.

2. Significant Accounting Policies

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, Disclosures about Segments of an
Enterprise and Related Information ("Statement 131"). Statement 131 establishes
standards for reporting information about operating segments in annual financial
statements that requires that those enterprises report selected information
about operating segments in the interim financial reports issued to
shareholders. Statement 131 is effective for fiscal years beginning after
December 15, 1997. The Company adopted Statement 131 effective January 1, 1998.

3. Business Combinations

The Company has been a well known producer of less-lethal defense sprays for the
consumer market and a marketer of consumer safety and security products. The
Company has recently undergone a change in control (discussed elsewhere in these
notes), and has implemented a strategic plan to enter the car care industry
through acquisitions of existing and well-managed car care facilities
nationwide.

Since April 1, 1999, the Company has acquired 15 car care facilities through the
acquisition of four separate businesses, including 12 full service facilities,
one self service facility, and two exterior only facilities in Pennsylvania, New
Jersey and Texas. Additionally, the Company is managing under operating
agreements another 37 locations, including 26 full serve and 11 exterior only
facilities in Pennsylvania, New Jersey, Delaware, Texas and Arizona. Also
operating at these facilities are a total of 14 lube and repair centers, 19 fuel
sales operations, and a convenience store. The aggregate of these businesses is
significant to the Company.

The acquisitions completed were accounted for using the purchase method of
accounting. Accordingly, assets acquired and liabilities assumed have been
recorded at their estimated fair values at the dates of acquisition and their
results of operations are included in the accompanying condensed consolidated
statements of operations since the date of acquisition. The excess of purchase
price over the estimated fair market value of identifiable net assets acquired
is being amortized on a straight-line basis over twenty- five years from the
date of acquisition. The purchase price allocations are based on preliminary
estimates as of the acquisition dates and will be finalized within one year from
the date of acquisition.

Acquisitions Accounted for Under the Purchase Method

On May 17, 1999, the Company acquired all of the outstanding stock of Colonial
Full Service Car Wash, Inc. ("Colonial") in exchange for 1,250,991 unregistered
shares of the Company's common stock and the assumption of debt and negative
working capital of approximately $6,734,000. This transaction has been
accounted for using the

purchase method of accounting.

On May 18, 1999, the Company acquired certain assets of Genie Car Wash Inc. of
Austin, Genie Car Care Center, Inc., and Genie Car Service Center, Inc.
(collectively, "Genie"). Consideration under the Agreement consisted of 533,333
unregistered shares of common stock of the Company, $1,000,000 of cash, and the
issuance of a $4,750,000 promissory note. The assets acquired consist of
substantially all of the real estate, equipment, and inventories utilized in the
car wash businesses. This transaction has been accounted for using the purchase
method of accounting.

On June 1, 1999, the Company acquired substantially all of the assets of Gabe's
Plaza Car Wash, Inc. ("Gabe's") in exchange for $210,000 in cash and delivery of
a promissory note for $717,000. The transaction has been accounted for using
the purchase method of accounting.

On June 22, 1999, the Company acquired substantially all of the assets of the
Moorestown Car Wash in exchange for $225,000 and the issuance of 20,930
unregistered shares of common stock of the Company. This transaction has been
accounted for using the purchase method of accounting.

4. Operating Agreements

Currently, the Company is managing several car wash locations under operating
agreements, under which the Company is entitled to all profits generated from
the operation of those locations. These operating agreements generally arise
from pending acquisitions that will be closed pending completion of certain
conditions. The pretax income earned under these operating agreements is
presented in the accompanying statements of operations as revenue from operating
agreements net of all operating expenses.

The results of operations subject to operating agreements in the quarter ended
June 30, 1999 were as follows:

Revenues

Car wash and detailing services $3,959,106

Lube and other automotive services 285,951

Fuel and merchandise sales 509,468
----------
4,754,525

Cost of revenues

Car wash and detailing services 2,643,375

Lube and other automotive services 243,266

Fuel and merchandise sales 431,500
----------
3,318,141

SG&A expenses 376,514

Depreciation and amortization 326,787
----------
Operating income 733,083

Interest expense, net (338,334)

Other income 54,841
----------
Income earned under operating agreements $ 449,590
==========

5. Discontinued Operations

On July 14, 1998, the Company sold substantially all of the assets of its Law
Enforcement division within its security products segment for cash of
$4,985,651. In conjunction with the sale of assets, the Company licensed to the
purchaser the use of Mace(R) and related trademarks and a patent for use by the
purchaser in the Law Enforcement market and received a one-time license fee of
$650,000. The Company retained the cash and customer accounts receivable from
the Law Enforcement division at closing. The Company utilized a portion of the
purchase price, $1,725,202, to pay off all outstanding bank debt to FNB under
its term loan agreements.

A portion of the purchase price, $600,000, was retained by the purchaser in
escrow to secure, among other things, the Company's obligations under the
representations and warranties in the purchase agreement. On January 20, 1999,
$480,000 of the escrow was returned to the Company. The remainder is pending
release upon agreement that no claim exists against the Company for which the
purchaser is entitled to set off against the escrow funds. Notwithstanding the
sale of the Law Enforcement division, the Company continues to fulfill its
obligation under a nonassignable Department of Defense contract which is
expected to be completed in August of 1999. Accordingly, this contract is
included in discontinued operations in the accompanying statements of operations
for the three and six months ending June 30, 1999 and 1998.

In the three months ended September 30, 1998, the Company disposed of two
wholly-owned subsidiaries, MSP, Inc. (a Colorado distributor) and MSP Retail,
Inc. (Colorado retail stores which were operated as Mace Security Centers). The
contracts between the Company and the former owners of the distributorship and
retail stores allowed the Company to put back the shares of MSP, Inc. and MSP
Retail, Inc. to the former owners if certain pre-tax earnings targets were not
met within one year following the Company's acquisition. In both cases, the
aforementioned subsidiaries failed to make their pre-tax earnings targets. The
Company put back the shares of MSP, Inc. to the former owner in exchange for
80,000 shares of the Company that were tendered as consideration in the
acquisition of MSP, Inc. In a modified version of the put with respect to MSP
Retail, Inc., the Company transferred the net assets of MSP Retail, Inc. to a
corporation owned by the former owner in exchange for 176,666 shares of the
Company that were tendered as consideration in the acquisition of MSP Retail,
Inc. Further, both contracts called for repayment of working capital loaned by
the Company to MSP, Inc. and MSP Retail, Inc. The repayment amount as defined
by the contracts is the money loaned by the Company reduced by operating losses
incurred by the respective subsidiaries during the twelve-month period each was
owned by the Company. As a result of the disposition of these subsidiaries, the
Company incurred losses of $67,013 and $47,317 related to MSP, Inc. and MSP
Retail, Inc., respectively.

6. Change in Management

On May 24, 1999, the Company appointed Louis D. Paolino, Jr., Robert M. Kramer
and Gregory M. Krzemien to serve as the Company's President and Chief Executive
Officer, Executive Vice President, Secretary and General Counsel, and Chief
Financial Officer and Treasurer, respectively. Louis D. Paolino, Jr. and
Constantine N. Papadakis also were appointed to the Board of Directors of the
Company to fill the vacancies resulting from the resignations of three
directors.

7. Commitments and Contingencies

As disclosed in the Company's 1994 Form 10-KSB, on January 25, 1994 a suit was
filed by Carmeta Gentles on her own behalf and as a personal representative of
the estate of Robert Gentles in Ontario Court (General Division), Ontario,
Canada, claiming intentional or negligent manufacture and distribution of the
Mark V Mace(R) brand defense spray unit and that its contents contributed to the
suffering and death of Robert Gentles while in the Kingston Penitentiary in
October 1993. The Company was added as a party defendant on February 8, 1995.
The plaintiff seeks five million dollars in damages. The Company forwarded this
suit to its insurance carrier for defense. Based on discussions with the
Company's counsel and insurance carrier, the Company does not anticipate that
this claim will result in the payment of damages in excess of the Company's
insurance coverage.

On July 27, 1998, the Company was added as a defendant in a suit filed in the
state of West Virginia by Susan H. Jackman, et. al. The litigation concerns an
attack on Mrs. Jackman by two dogs and the alleged failure of a "Muzzle(R)"
product distributed by the Company to repel the dogs. The suit claims product
liability and negligence and seeks one million dollars in damages. The Company
forwarded this suit to its insurance carrier for defense. The Company does not
anticipate that this claim will result in the payment of damages in excess of
the Company's insurance coverage.

8. Business Segments Information

The Company currently operates in two separate business segments: (1) the Car
Care segment, supplying complete car care services (including wash, detailing,
lube, and minor repairs), fuel and merchandise sales, and (2) the Security
Products sales segment, producing and marketing defense sprays, and marketing
and retailing consumer safety and security products. The Company commenced its
car care operations during the quarter ended June 30,1999. Prior to the current
quarter, the Company only operated in the Security Products sales segment.
Financial information regarding these two segments is as follows:

------------------------------------------------------
Car Security
Care Products
------------------------------------------------------
(In Thousands)
Three months ended June 30, 1999

Revenues from external customers $ 2,481 $ 902

Intersegment revenues - -

Segment profit $ 412 $(1,111)

Six months ended June 30, 1999

Revenues from external customers $ 2,481 $ 1,606

Intersegment revenues - -

Segment profit $ 412 $(1,694)

Segment assets $32,937 $ 6,257
------------------------------------------------------

9. 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 amounts reported in the financial statements. Actual results could
differ from those estimates. Such estimates include the Company's estimates of
reserves such as the allowance for doubtful accounts receivable, inventory
valuation allowances, and the Company's estimate of restructuring and change in
control charges.

10.Income Taxes

The Company recorded a tax benefit of $350,000 for the six months ended June 30,
1999. The tax benefit reflects the recording of federal and state taxes at a
rate of 22%. An effective tax rate lower than the federal and state statutory
rate for the six months ended June 30, 1999 is primarily due to the use of net
operating loss carryforwards.

11. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per
share:

Three Months Ended Six Months Ended
------------------------- ------------------------------
6/30/99 6/30/98 6/30/99 6/30/98
------------ ---------- ----------- ----------

Numerator:
Loss from continuing operations.......................... $ (741,720) $ (46,940) $(1,209,925) $ (287,281)
Income (loss) from discontinued operations............... 42,301 (375,844) (71,754) (559,091)
------------ ---------- ----------- ----------
Net loss................................................. $ (699,419) $ (422,784) $(1,281,679) $ (846,372)
============ ========== =========== ==========

Denominator:
Denominator for basic and diluted loss
per share - weighted average shares.................... 8,067,624 7,081,666 7,454,292 7,081,666

Basic and diluted loss per share:
From continuing operations............................... $ (0.09) $ (0.01) $ (0.16) $ (0.04)
From discontinued operations............................. - (0.05) (0.01) (0.08)
------------ ---------- ----------- ----------
Total.................................................... $ (0.09) $ (0.06) $ (0.17) $ (0.12)
============ ========== =========== ==========

The Company has outstanding stock options and warrants. However, because all
periods presented resulted in net losses, the effect of the options and warrants
would be anti-dilutive, thus they have not been presented.

12. Restructuring and Change in Control Charges

In conjunction with the Company's recent change in control, the Company
restructured certain of its security products operations and incurred certain
other change in control related costs. A restructuring and change in control
charge of $1,519,000 was recorded in the second quarter ending June 30, 1999.
Of this charge, $1,267,000 is non-cash in nature consisting of a $218,000 write-
off of certain assets and inventories as a result of management exiting certain
product lines within the Company's security products segment; a $462,000 write-
off of certain deposits and leasehold improvements related to the Company's plan
to abandon a portion of its currently leased facilities in Vermont; and a
$587,000 non-cash compensation charge relating to the vesting of variable
options to certain previous directors of the Company upon the Company's recent
change in control. The remaining charge of approximately $252,000 includes
certain severance costs accrued as well as legal, accounting and other
transaction costs related to the Company's change in control.

13. Subsequent Events

On March 26, 1999, the Company entered into a Merger Agreement with American
Wash Services, Inc. ("AWS"), a car wash company controlled by Mr. Paolino,
pursuant to which AWS was merged with and into a wholly-owned subsidiary of the
Company on July 1, 1999. Mr. Paolino and Red Mountain Holdings, Ltd., AWS's
other shareholder, received in exchange for all of the shares of AWS,
$4,687,500, in cash, and 628,362 unregistered shares of Common Stock, of which
Mr. Paolino received 470,000 shares and Red Mountain received 158,362 shares.
Mr. Paolino and Mr. Kramer received additional consideration in connection with
this merger:

. Mr. Paolino received a warrant to purchase 1,500,000 shares of Common
Stock at a purchase price of $1.375 per share;
. Mr. Paolino received a warrant to purchase 250,000 shares of Common Stock
at a purchase price of $2.50 per share; and
. Mr. Kramer received a warrant to purchase 75,000 shares of Common Stock at
a purchase price of $1.375 per share.

On July 1, the Company acquired substantially all the assets of Stephen Bulboff
and Stephen B. Properties, Inc. (collectively, "Shammy Shine" or "Stephen
Bulboff") in exchange for 1,060,000 unregistered share of common stock of the
Company and cash consideration of $1,900,000. Stephen Bulboff owns and operates
a total of ten exterior only car washes in Pennsylvania, New Jersey and
Delaware. This transaction is expected to be accounted for as a purchase.

On July 9, 1999, the Company acquired all of the outstanding shares of
Innovative Control Systems, Inc. ("ICS"). Approximately 630,000 shares of
unregistered shares of common stock of the Company were issued in exchange for
all of the outstanding shares of ICS. Additionally, the Company assumed
approximately $500,000 of ICS debt. ICS is the premier supplier and developer of
computerized management control systems for the car wash, lube center and
convenience store industries. This transaction is expected to be accounted for
as a pooling of interests.

The Company entered into a Stock Purchase Agreement with Eager Beaver Car Wash,
Inc. ("Eager Beaver") on June 21, 1999 providing for consideration of
approximately 651,400 unregistered shares of common stock of the Company issued
in exchange for all of the outstanding shares of Eager Beaver. Additionally, the
Company will assume approximately $3.8 million of debt. Eager Beaver owns and
operates five full service car washes on the west coast of Florida that provide
a complete line of car care services including washing, waxing, and lubrication
services. This transaction which is expected to close within the quarter ending
September 30, 1999, subject to certain closing conditions, is expected to be
accounted for as a pooling of interests .

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

Disclosure Regarding Forward Looking Statements

This quarterly report includes forward looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended ("Forward Looking Statements"). All
statements other than statements of historical fact included in this section,
are Forward Looking Statements. Although the Company believes that the
expectations reflected in such Forward Looking Statements are reasonable, it can
give no assurance that such expectations will prove to have been correct.
Generally, these statements relate to business plans or strategies, projected or
anticipated benefits or other consequences of such plans or strategies, number
of acquisitions and projected or anticipated benefits from acquisitions made by
or to be made by the Company, or projections involving anticipated revenues,
earnings, levels of capital expenditures or other aspects of operating results.
All phases of the Company's operations are subject to a number of uncertainties,
risks and other influences, many of which are outside the control of the Company
and any one of which, or a combination of which, could materially affect the
results of the Company's operations and whether Forward Looking Statements made
by the Company ultimately prove to be accurate. Such important factors
("Important Factors") that could cause actual results to differ materially from
the Company's expectations are disclosed in this section and elsewhere in this
report. All subsequent written and oral Forward Looking Statements attributable
to the Company or persons acting on its behalf are expressly qualified in their
entirety by the Important Factors described below that could cause actual
results to differ from the Company's expectations. The forward-looking
statements made herein are only made as of the date of this filing and the
Company undertakes no obligation to publicly update such forward-looking
statements to reflect subsequent events or circumstances.

Ongoing Capital Requirements. To the extent that internally generated cash is
not sufficient to provide the cash required for future operations, capital
expenditures, acquisitions and debt repayment obligations, the Company will
require additional equity and/or debt financing in order to provide such cash.
The Forward Looking Statements assume that the Company will be able to raise the
capital necessary to finance such requirements at rates that are as good as or
better than those it is currently experiencing. There can be no assurance,
however, that such financing will be available or, if available, will be
available on terms satisfactory to the Company.

Availability of Acquisition Targets. The Company's ongoing acquisition program
is a key element of its expansion strategy. There can be no assurance that the
Company will succeed in locating appropriate acquisition candidates that can be
acquired at price levels that the Company considers appropriate. The Forward
Looking Statements assume that a number of acquisition candidates sufficient to
meet the Company's goals will be available for purchase

and that the Company will be able to complete the acquisitions at prices
comparable to those that the Company has experienced in the past quarter.

Integration. The Company's financial position and results of operations depend
to a large extent on the integration of recently acquired businesses. The
Forward Looking Statements assume that integration of acquired companies will
require from three to six months from the date the acquisition closes. Failure
to achieve effective integration in the anticipated time period could have
adverse effect on the Company's future results of operations.

Economic Conditions. The Company's business is affected by general economic
conditions. The Forward Looking Statements assume that the Company will be able
to achieve internal volume and price growth which are not impacted by an
economic downturn. There can be no assurance that an economic downturn will not
result in a reduction in the volume of business generated at the Company's
operations and/or the price that the Company can charge for its services.

Weather Conditions. Protracted periods of inclement weather adversely affect
the Company's operations by interfering with car washing and detailing. The
Forward Looking Statements assume that such weather conditions will not occur or
that they will be mitigated by the Company's geographic diversification of its
operations.

Dependence on Senior Management. The Company is highly dependent upon its
senior management team. In addition, as the Company continues to grow, its
requirements for operations management with car care industry experience will
also increase. The Forward Looking Statements assume that experienced
management will be available when needed by the Company at compensation levels
that are within the industry norms. The loss of the services of any member of
senior management or the inability to hire experienced operations management
could have a material adverse effect on the Company.

Year 2000 Systems Modifications. The Company expects to be Year 2000 compliant
in a timely manner and expects to have no material exposure with respect to
information technology-related systems. With respect to non-information
technology areas, it is uncertain what risks are associated with the Year 2000
issue and any risks that may be identified could have a material, adverse effect
on the Company's business, financial condition, and results of operations and
cash flows. There can be no assurances that the systems of customers and
vendors on which the Company relies will be converted in a timely manner and
will not have an adverse effect on the Company's systems or operations. The
Forward-Looking Statements assume that there will be no material adverse effect
on the Company's systems or operations related to the Year 2000 issue.

Results of Operations for the Six Months ended June 30, 1999 Compared to the
Six Months Ended June 30, 1998.

Revenues

Car Care Services

The Company owns or operates pursuant to operating agreements full service,
exterior only and self-service car wash locations in New Jersey, Pennsylvania,
Delaware, Texas, and Arizona. The Company earns revenues from washing and
detailing automobiles; performing lubes, minor auto repairs, and state
inspections; selling fuel; and selling merchandise through convenience stores
within the car wash facilities. Revenues generated for the three and six months
ended June 30, 1999 for the car care segment were comprised of approximately 55%
car wash and detailing, 19% lube and other automotive services, 8% fuel and
merchandise, and 18% from operating agreements.

The majority of revenues are collected in the form of cash or credit card
receipts, thus minimizing customer accounts receivable.

Weather can have a significant impact on volume at the individual locations.
However, the Company believes that the geographic diversity of its operating
locations minimizes weather-related influence on its volume.

Security Products

The Company operates its security products segment in two main divisions, the
Consumer Division and the Mace Anti-Crime Bureau Division. The Company's
Consumer Division manufactures and markets personal safety, and home and auto
security products. These products are sold through retail stores, major
discount stores, and at the Company's car care facilities. The Mace Anti-Crime
Bureau Division provides expertise in developing and producing criminal
deterrent systems for government and law enforcement agencies, and financial
institutions.

Cost of Revenues

Car Care Services

Cost of revenues consists primarily of direct labor and related taxes and
benefits, chemicals, wash and detailing supplies, rent, real estate taxes,
utilities, maintenance and repairs of equipment and facilities, as well as the
cost of the fuel and merchandise sold.

Security Products

Cost of revenues consists primarily of costs to manufacture the security
products including direct labor and related taxes and benefits, and raw material
costs.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist primarily of management,
clerical and administrative salaries, professional services, insurance premiums,
and costs relating to marketing and sales.

The Company capitalizes direct incremental costs associated with purchase
acquisitions. Indirect acquisition costs, such as executive salaries, corporate
overhead, public relations, and other corporate services and overhead are
expensed as incurred. The Company also charges as an expense any capitalized
expenditures relating to proposed acquisitions that will not be consummated.

At June 30, 1999, capitalized costs related directly to proposed acquisitions
that were not yet consummated were approximately $270,000. The Company
periodically reviews the future likelihood of these acquisitions and records
appropriate provisions against capitalized costs associated with projects that
are not likely to be completed.

Depreciation and Amortization

Depreciation and amortization consists primarily of depreciation of buildings
and equipment, and amortization of goodwill and other intangible assets.
Buildings and equipment are depreciated over the estimated useful lives of the
assets using the straight line method. Goodwill and other intangibles are
amortized over their useful lives using the straight line method.

Restructuring and Change in Control Charges

approximately $252,000 includes certain severance costs accrued as well as
legal, accounting and other transaction costs related to the Company's change in
control.

Other Income and Expense

Other income and expense includes gains and losses on the sale of equipment,
asset write-downs, and rental income largely from subletting at the Company's
Vermont leased facility.

Taxes

The following table presents the percentage each item in the consolidated
statements of operations bears to total revenues:

Six Months Ended
June 30,
--------------------
1999 1998
--------- --------

Revenues 100.0% 100.0%

Cost of revenues 56.1 51.5

Selling, general and administrative expenses 38.4 64.8

Depreciation and amortization 5.5 7.1

Restructuring and change in control charges 37.2 -
--------- --------
Operating loss (37.2) (23.4)

Interest expense, net (0.6) (3.9)

Other (expense) income (0.4) 6.5
--------- --------
Loss from continuing operations before income taxes (38.2) (20.8)

Income tax (benefit) expense (8.6) 0.3
--------- --------
Loss from continuing operations (29.6) (21.1)

Loss from discontinued operations (1.8) (41.1)
--------- --------
Net loss (31.4)% (62.2)%
========= ========

Revenues

Car Care Services

Revenues for the six months ended June 30, 1999 totaled $2,481,000, of which
$1,357,000, or 55%, was generated from car wash and detailing, $482,000, or 19%,
from lube and other automotive services, $193,000, or 8%, from fuel and
merchandise sales, and $449,000, or 18%, from income earned under operating
agreements.

Currently, the Company is managing several car wash locations under operating
agreements, under which the Company is entitled to all profits generated from
the operation of those locations. The income earned under these agreements is
shown as revenues net of related operating expenses. Revenue including gross
revenue generated by locations under operating agreements was $6,786,000
consisting of $5,316,000, or 79%, from car wash and detailing, $768,000, or 11%,
from lube and other automotive services, and $702,000, or 10%, from fuel and
merchandise sales.

Because the Company has recently entered the Car Care industry there are no
comparative figures for the six months ended June 30, 1998.

Security Products
-----------------

Revenues for the six months ended June 30, 1999 were $1,606,000 as compared to
$1,361,000 for the six months ended June 30, 1998, an increase of $245,000, or
18%. This increase is primarily attributable to increased sales to the sporting
goods market and major discount stores. This increase was partially offset by
the elimination of sales in the Company's independent Mace retail stores in the
third quarter of 1998.

Cost of Revenues

Car Care Services

Cost of revenues for the six months ended June 30, 1999 were $1,448,000, or 58%
of revenues. However, because income earned under operating agreements is shown
as a net figure in revenue, already reduced by cost of revenues, the cost of
revenue percentage for this segment is better analyzed on a gross method.

With revenues and cost of revenues for locations under operating agreement shown
on a gross basis, total cost of revenues was 70% of revenues for this segment,
with car wash and detailing costs at 66% of respective revenues, lube and other
automotive services costs at 85% of respective revenues, and fuel and
merchandise costs at 85% of respective revenues.

Because the Company has recently entered the Car Care industry there are no
comparative figures for the three months ended June 30, 1998.

Security Products

Cost of revenues for the six months ended June 30, 1999 were $844,000 compared
to $701,000 for the six months ended June 30, 1998. Cost of revenues as a
percentage of revenues for the six months ended June 30, 1999, was 53% as
compared to 52% for the same period in 1998.

Selling, general and administrative expenses for the six months ended June 30,
1999 were $1,569,000 compared to $882,000 for the six months ended June 30,
1998, an increase of $687,000, or 78%. The primary reason for this increase is
the infrastructure established during the three months ended June 30, 1999 in
order to effectively enter the Car Care Industry and execute the Company's
growth strategy. These increased costs included accounting, finance, legal and
administrative costs necessary to integrate the acquisitions consummated. This
increase is partially offset by cost controls placed on previously private
companies and favorable pricing for supplies, insurance, and other indirect
costs due to economies of scale.

Depreciation and amortization totaled $224,000 for the six months ended June 30,
1999 as compared to $97,000 for the same period in 1998. This increase is the
result of entering the Car Care industry, which required a substantial
investment in property and equipment. Additionally, certain acquisitions
resulted in the recording of goodwill, which increased amortization expense.

Taxes

Results of Operations for the Three Months Ended June 30, 1999 Compared to the
Three Months Ended June 30, 1998

Revenues

Car Care Services

Revenues for the three months ended June 30, 1999 totaled $2,481,000, of which
$1,357,000, or 55%, was generated from car washing and detailing, $482,000, or
19%, from lube and other automotive services, $193,000, or 8%, from fuel and
merchandise sales, and $449,000, or 18%, from income earned under operating
agreements.

Currently, the Company is managing several car wash locations under operating
agreements, under which the Company is entitled to all profits generated from
the operation of those locations. The income earned under these agreements is
shown as revenues net of related operating expenses. Revenues including gross
revenue generated by locations under operating agreements was $6,786,000
consisting of $5,316,000, or 79%, from car wash and detailing, $768,000, or 11%,
from lube and other automotive services, and $702,000, or 10%, from fuel and
merchandise sales.

Because the Company has recently entered the Car Care industry there are no
comparative figures for the three months ended June 30, 1998.

Security Products

Revenues for the three months ended June 30, 1999 were $902,000 as compared to
$692,000 for the three months ended June 30, 1998, an increase of $210,000, or
30%. This increase is primarily attributable to increased sales to the sporting
goods market and major discount stores. This increase was partially offset by
the discontinuance of sales in the Company's retail stores in the third quarter
of 1998, as well as promotional discounts given in 1999.

Cost of Revenues

Car Care Services

Cost of revenues for the three months ended June 30, 1999 were $1,448,000, or
58% of revenues. However, because income earned under operating agreements is
shown as a net figure in revenue, already reduced by cost of revenues, the cost
of revenue percentage for this segment is better analyzed on a gross method.

Because the Company has recently entered the Car Care industry there are no
comparative figures for the three months ended June 30, 1998.

Security Products

Cost of revenues for the three months ended June 30, 1999 was 53% as compared to
49% for the same period in 1998. The primary reason for the increase in costs as
a percentage of revenues was the effect on revenues of promotional discounts in
1999.

Selling, general and administrative expenses for the three months ended June 30,
1999 were $855,000 compared to $384,000 for the three months ended June 30,
1998, an increase of $471,000, or 123%. The primary reason for the increase is
the infrastructure established during the three months ended June 30, 1999 in
order to effectively enter the Car Care Industry and execute the Company's
growth strategy. These increased costs included accounting, finance, legal and
administrative costs necessary to integrate the acquisitions consummated. This
increase is partially

offset by cost controls placed on previously private companies and favorable
pricing for supplies, insurance, and other indirect costs due to economies of
scale.

Depreciation and amortization totaled $136,000 for the three months ended June
30, 1999 as compared to $48,000 for the same period in 1998. This increase is
the result of entering the Car Care industry, which required a substantial
investment in property and equipment. Additionally, certain acquisitions
resulted in the recording of goodwill, which increased amortization expense.

Taxes

The Company recorded a tax benefit of $350,000 for the three months ended June
30, 1999. The tax benefit reflects the recording of federal and state taxes at a
rate of 32%. An effective tax rate lower than the federal and state statutory
rate for the three months ended June 30, 1999 is primarily due to the use of net
operating loss carryforwards.

Liquidity and Capital Resources

The Company's business requires substantial amounts of capital, most notably to
pursue the Company's acquisition strategies and for equipment purchases and
upgrades. The Company plans to meet these capital needs from various financing
sources, including borrowings, internally generated funds, and the issuance of
common stock.

As of June 30, 1999, the Company had a working capital deficit of $3.2 million,
including cash and cash equivalents of $6.1 million. For the six months ended
June 30, 1999, net cash used in operations was approximately $902,000, net cash
provided by financing activities was approximately $3.9 million and net cash
used in investing activities was approximately $1.1 million resulting in an
increase in cash and cash equivalents of $1.9 million. Capital expended during
the period included $1.3 million relating to acquisitions and $185,000 for the
purchase of operating equipment and real estate.

The Company's acquisition program and operations to date have required
substantial amounts of working capital, and the Company expects to expend
substantial funds to support its acquisition program and capital needs for
equipment. The Company estimates aggregate capital expenditures, exclusive of
acquisitions of businesses, of approximately $2.0 million for the remainder of
the year ending December 31, 1999. Additionally, on June 30, 1999, the Company's
debt totaled approximately $11.0 million consisting primarily of a $4.75 million
promissory note related to the acquisition of Genie and approximately $4.9
million of debt with Bank One, Texas N.A. ("Bank One") assumed by the Company in
connection with the Colonial acquisition. The company reached an agreement in
principle with the sellers of Genie to extend the repayment of the $4.75 million
promissory note from August 16, 1999 to November 14, 1999. Additionally, the
Bank One debt assumed in the Colonial acquisition matures on January 31, 2000.
Although the Company has initiated discussion regarding restructuring and
extending the Bank One debt, there is no assurance this will occur. The Company
has currently addressed these capital need through the completion of several
private placements of the Company's common stock and the consummation of a Stock
Purchase Agreement. On June 23, 1999, the Company completed its sale of 392,857
shares pursuant to a Stock Purchase and Sale Agreement with the Environmental
Opportunities Fund II, L.P. and the Environmental Opportunities Fund II
(Institutional), L.P. which provided proceeds of $3.3 million. On July 1, 1999,
the Company, pursuant to a Stock Purchase Agreement, sold 3,735,000 shares of
the Company's common stock at a price of $1.375 per share to Louis D. Paolino,
Jr. and certain individuals designated by Mr. Paolino. Also, on July 1, 1999,
the Company consummated a private placement of 1,535,000 shares of its common
stock at $2.00 per share to certain accredited investors designated by Mr.
Paolino. Total additional net proceeds from the July 1, 1999 Stock Purchase
Agreement and the private placement were $8,155,000. The shares sold pursuant to
the above Stock Purchase Agreement and private placement are unregistered and
thus restricted for one year and are subject to certain selling limitations in
the second year. The Company is also actively working with several parties to
raise additional funds including a national commercial lending institution with
respect to securing a revolving credit facility as well as additional equity or
debt placements. No assurance can be given that additional financing will be
available, or if available, that it will be available at acceptable terms.

Seasonality and Inflation

The Company believes that its car washing and detailing operations are adversely
affected by periods of inclement weather. The Company has mitigated and intends
to continue to mitigate the impact of inclement weather through geographic
diversification of its operations.

The Company believes that inflation and changing prices have not had, and are
not expected to have any material adverse effect on its results of operations in
the near future.

Year 2000

Many existing computer programs use only two digits to identify a year in the
date field. These programs were designed and developed at a time when data
storage was expensive, and the impact of the upcoming century change was not
considered. As a result of this dating limitation, many programs, if not
corrected, may fail or may provide inaccurate results at and after the turn of
the century. We use information systems and systems imbedded in some of our
equipment that carry two digit dating and are thus susceptible to partial or
total failure on, before and after December 31, 1999.

To assess and address our internal information systems, we have established a
Year 2000 remediation plan consisting of the following phases:

1. Inventorying our systems and devices, including information technology and
non- information technology systems, that are vulnerable to the Year 2000
problem;
2. Assessing the criticality of our inventoried items;
3. Remediating our non-compliant items; and
4. Testing the corrections we have applied.

We have completed phases 1 and 2 and are in the process of completing phases 3
and 4 with an expected completion date of October 31, 1999. To date, the Company
has spent approximately $25,000 on the remediation plan. The Company does not
anticipate spending more than $150,000 on remediating currently owned internal
information systems. The amount of remediation effort has not been and is not
anticipated to be extensive due to our use of readily available, off-the-shelf
software and hardware products, manufacturers support, and in-house expertise.
All costs related to Year 2000 compliance are expensed as incurred.

Additionally, we are surveying our major suppliers as to their Year 2000
compliance and readiness to ensure that we will not experience any interruption
in service or other adverse effects as a result of their possible non-compliant
computer systems. We will develop contingency plans, if necessary, to address
any third party non-compliance

Although we believe our Year 2000 remediation plan will be adequate to address
the Year 2000 issue, because the Company is continually acquiring new businesses
and locations, it is an on-going process to convert, assess and, if necessary
remediate newly acquired systems. This issue is part of our standard due
diligence when evaluating potential acquisitions so that remedial efforts, if
any, can be evaluated and scheduled.

The Company believes that the combination of our remediation plan, vendor
surveys, due diligence in acquisitions, and contingency plans are adequate to
address internal and third party year 2000 non compliance. However if we fail to
make required remediation efforts, if we do not complete them on time or if our
major suppliers experience year 2000 problems in their own operations, the
advent of the year 2000 could have a material adverse impact on our operations
and financial condition.

PART II
OTHER INFORMATION

Item 2. Changes in Securities

On June 23, 1999, the Company sold 392,857 shares of common stock to the
Environmental Opportunities Fund II, L.P. and the Environmental
Opportunities Fund II (Institutional), L.P. pursuant to a Stock Purchase
and Sale Agreement. The purchase price per share was $8.40 providing
aggregate proceeds of $3.3 million to the Company.

On May 17, 1999, the Company acquired through a subsidiary corporation
the stock of Colonial Full Service Car Wash, Inc. in exchange for
1,006,089 unregistered shares of the Company's common stock, par value
$.01 per share, and the assumption of $6,734,000 of debt. An additional
issuance of the Company's common stock of up to 244,902 shares may be
completed pending resolution of post-closing obligations.

On May 18, 1999, the Company acquired certain assets of Genie Car Wash,
Inc. of Austin, Genie Car Care Center, Inc. and Genie Car Service Center,
Inc. (collectively "Genie") in exchange for 493,333 unregistered shares
of the Company's common stock, the delivery of a $4,750,000 promissory
note and $1,000,000 cash. An additional issuance of the Company's common
stock of up to 40,000 shares may be completed pending the resolution of
certain post-closing obligations.

On June 22, 1999, the Company acquired the assets of Moorestown Car Wash
in exchange for 20,930 unregistered shares of the Company's common stock,
par value $.01 per share.

Under the private placement and acquisition described above, the Company
has agreed under certain circumstances to register certain of the shares
for the above transactions for resale under the Securities Act of 1933
(the "Act"). The sale of the Shares in the private placement and the
issuance of the Shares in the aforementioned acquisitions were exempt
from the registration provisions of the Act pursuant to Section 4(2) of
the Act and/or Regulation D promulgated under the Act for transactions
not involving a public offering, based on the fact that the private
placement was made to accredited investors who had access to financial
and other relevant data concerning the Company, its financial condition,
business and assets. The securities sold in the private placement and
issued in the acquisitions may not be reoffered or resold absent
registration under the Act or available exemptions from such registration
requirements.

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

On March 26, 1999 and May 25, 1999, the holders of a majority of the Company's
issued and outstanding shares of Common Stock approved by written consent the
following matters:

1. The approval and adoption of a series of agreements that resulted in
a change of control of the Company and the issuance of greater than
twenty percent (20%) of the outstanding shares of Common Stock of
the Company (see Item 5 of this Form 10-QSB for a description of
these transactions).

2. The approval and adoption of an amendment to the Company's
Certificate of Incorporation to increase the number of authorized
shares of Common Stock from 18,000,000 to 200,000,000 and authorized
shares of Preferred Stock from 2,000,000 to 50,000,000.

3. The approval and adoption of the Company's 1999 Stock Option Plan.

The Nasdaq National Market rules and regulations required the Company to obtain
stockholder approval for matters 1 and 3 above. The Delaware General Corporation
Law required the Company to obtain stockholder approval for the amendment to the
Company's Certificate of Incorporation. In each case, stockholder approval was
obtained pursuant to Section 228 of the Delaware General Corporation Law,
subject to the expiration of twenty (20) days following the mailing of an
information statement to the Company's stockholders under the Exchange Act.

Stockholders of record at the close of business on May 21, 1999 (the "Record
Date") received an Information Statement (dated June 8, 1999) describing the
prior approval and adoption of the foregoing matters. As of the Record Date,
8,791,705 shares of Common Stock were outstanding, which constituted the only
outstanding securities of the Company as of such date. Under the Delaware
General Corporation Law, the holders of a majority of the issued and outstanding
shares of Common Stock on the Record Date was required to approve the foregoing
matters.

5,300,829 shares of Common Stock of the Company voted to approve each of
the foregoing matters, exceeding the 4,395,852 majority vote required for
approval.

Item 5. Other Information

The Company historically has operated its business as a well-known producer of
less-lethal defense sprays for the consumer market and a marketer of consumer
safety and security products.

On March 26, 1999, the Company entered into a series of agreements with Louis D.
Paolino, Jr., the Company's current Chairman, President and Chief Executive
Officer, and certain affiliates of Mr. Paolino, that would result in a change of
control of the Company and the issuance of greater than twenty percent (20%) of
the outstanding shares of Common Stock of the Company.

Prior to the closing of the aforementioned transactions, on May 24, 1999, Mr.
Paolino was appointed as the Company's President and Chief Executive Officer
and, along with Constantine N. Papadakis, was appointed to the Board of
Directors. Also on May 24, 1999, Robert M. Kramer was appointed the Company's
Secretary, Executive Vice President and General Counsel and Gregory M. Krzemien
was appointed the Company's Chief Financial Officer and Treasurer. Mr. Kramer
and Mr. Krzemien are members of Mr. Paolino's management team. Mr. Paolino
immediately implemented a program to acquire car wash facilities, resulting in a
change in the business focus of the Company from personal security products to
the acquisition, operation and consolidation of car wash facilities throughout
the United States.

On July 1, 1999, Mr. Paolino, along with certain of his affiliates, acquired a
majority of the outstanding shares of Common Stock of the Company and thus
acquired control of the Company. The first transaction involved the purchase of
an aggregate of 3,735,000 unregistered shares of Common Stock for $1.375 per
share; 1,935,000 by Mr. Paolino and an aggregate of 1,800,000 by certain members
of his management team and certain other individuals designated by Mr. Paolino.
These purchases were made pursuant to a Stock Purchase Agreement dated March 26,
1999 (as amended) between the Company and Mr. Paolino. Additional related
purchases were also made on July 1, 1999 pursuant to this Stock Purchase
Agreement:

. Mr. Paolino purchased 1,000,000 shares of Common Stock directly
from Jon E. Goodrich, the Company's former President, for $1.375
per share and 100,000 shares of Common Stock directly from each of
two other stockholders of Mace for $1.375 per share;
. Mr. Kramer purchased 50,000 shares of Common Stock directly from
Mr. Goodrich for $1.375 per share; and
. Ten individuals designated by Mr. Paolino purchased an aggregate of
1,850,000 shares of Common Stock for $2.00 per share.

The second transaction involved the merger of American Wash Services, Inc., a
car wash facility company controlled by Mr. Paolino, with and into a wholly-
owned subsidiary of the Company. The merger was completed on July 1, 1999. Mr.
Paolino and Red Mountain Holdings, Ltd., American Wash's other shareholder,
received in exchange for all of the shares of American Wash, $4,687,500, in
cash, and 628,362 unregistered shares of Common Stock, of which Mr. Paolino
received 470,000 shares and Red Mountain received 158,362 shares. Mr. Paolino
and Mr. Kramer received additional consideration in connection with this merger:

. Mr. Paolino received a warrant to purchase 1,500,000 shares of
Common Stock at a purchase price of $1.375 per share;
. Mr. Paolino received a warrant to purchase 250,000 shares of Common
Stock at a purchase price of $2.50 per share (which has
subsequently been assigned); and
. Mr. Kramer received a warrant to purchase 75,000 shares of Common
Stock at a purchase price of $1.375 per share.

In connection with these transactions, the Company's Board of Directors was
restructured. Mr. Paolino was appointed as the Company's Chairman, effective
July 1, 1999. The members of the Board of Directors, other than Mr. Goodrich,
Mr. Paolino and Dr. Papadakis, resigned and were replaced by Mr. Kramer, Matthew
J. Paolino and Rodney R. Proto, effective July 1, 1999.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

3.1 Certificate of Incorporation of Mace Security International,
Inc.

3.2 Certificate of Amendment of Certificate of Incorporation of
Mace Security International, Inc.

*10.75 Stock Purchase Agreement dated as of February 4, 1999, by and
between Gary Higgins, Rosario Higgins, Rosa Maria Dietrich,
Rainer Dietrich, Amy Schmadeke, Elisa Rauch and Gunter Rauch
and American Wash Services, Inc. (Exhibit 2.1 to the Company's
Current Report on Form 8-K dated May 17, 1999 (the "May 17,
1999 Form 8-K"))+

*10.76 Amendment Number One to Stock Purchase Agreement dated April 1,
1999, between Gary Higgins, Rosario Higgins, Rosa Maria
Dietrich, Rainer Dietrich, Amy Schmadeke, Elisa Rauch, Gunter
Rauch and Steven Sims and American Wash Services, Inc. (Exhibit
2.2 to the May 17, 1999 Form 8-K)

*10.77 Assignment dated May 17, 1999 between Mace Security
International, Inc., Mace Anti Crime Bureau, Inc., and American
Wash Services, Inc. (Exhibit 2.3 to the May 17, 1999 Form 8-K)

*10.78 Car Wash Asset Purchase/Sale Agreement dated July 8, 1998
between Genie Car Wash Inc. of Austin, Genie Car Care Center,
Inc., Genie Car Service Center, Inc., and Cornett Limited
Partnership and Millennia Car Wash Group LLC. (Exhibit 2.1 to
the Company's Current Report on Form 8-K dated May 18, 1999
(the "May 18, 1999 Form 8-K"))+

*10.79 First Amendment to Car Wash Asset Purchase/Sale Agreement
effective July 8, 1998 between Genie Car Wash Inc. of Austin,
Genie Car Care Center, Inc., Genie Car Service Center, Inc.,
and Cornett Limited Partnership and Millennia Car Wash Group
LLC (Exhibit 2.2 to the May 18, 1999 Form 8-K)

*10.80 Second Amendment to Car Wash Asset Purchase/Sale Agreement
effective April 29, 1999 between Genie Car Wash Inc. of Austin,
Genie Car Care Center, Inc., Genie Car Service Center, Inc.,
and Cornett Limited Partnership and Millennia Car Wash Group
LLC. (Exhibit 2.3 to the May 18, 1999 Form 8-K)

*10.81 Third Amendment to Car Wash Asset Purchase/Sale Agreement
effective May 17, 1999 between Genie Car Wash Inc. of Austin,
Genie Car Care Center, Inc., Genie Car Service Center, Inc.,
and Cornett Limited Partnership and Millennia Car Wash Group
LLC. (Exhibit 2.4 to the May 18, 1999 Form 8-K)

*10.82 Fourth Amendment to Car Wash Asset Purchase/Sale Agreement
effective May 18, 1999 between Genie Car Wash Inc. of Austin,
Genie Car Care Center, Inc., Genie Car Service Center, Inc.,
and Cornett Limited Partnership and Millennia Car Wash Group
LLC. (Exhibit 2.5 to the May 18, 1999 Form 8-K)

*10.83 Promissory Note in the amount of $4,750,000 by Mace Car Wash-
Arizona, Inc., dated May 18, 1999, payable to Mike W. Cornett
as collecting agent for Genie Car Wash Inc. of Austin, Genie
Car Care Center, Inc., Genie Car Service Center, Inc. and
Cornett Limited Partnership. (Exhibit 2.6 to the May 18, 1999
Form 8-K)

*10.84 Security Agreement dated May 18, 1999 between Mace Car Wash-
Arizona, Inc. and Genie Car Wash Inc. of Austin, Genie Car Care
Center, Inc., Genie Car Service Center, Inc. and Cornet Limited
Partnership. (Exhibit 2.7 to the May 18, 1999 Form 8-K)

*10.85 Agreement of Sale dated as of April 22, 1999 by and among Gabe
Kirikian and Alice Kirikian, Gabe's Plaza Car Wash, Inc. and
Red Mountain Holdings, Ltd. (Exhibit 2.1 to the Company's
Current Report on Form 8-K dated June 1, 1999 (the "June 1,
1999 Form 8-K"))+

*10.86 First Amendment to Agreement of Sale dated as of May 10, 1999
by and among Gabe Kirikian and Alice Kirikian, Gabe's Plaza
Car Wash, Inc. and Red Mountain Holdings, Ltd. (Exhibit 2.2 to
the June 1, 1999 Form 8-K)

*10.87 Assignment dated May 17, 1999 between Mace Security
International, Inc. and Red Mountain Holdings, Inc. (Exhibit
2.3 to the June 1, 1999 Form 8-K)

*10.88 Agreement of Sale dated as of April 23, 1999 by and among
American Wash Services, Inc. and Mario DeBerardinis and
Jennifer DeBerardinis. (Exhibit 2.1 to the Company's Current
Report on Form 8-K dated June 22, 1999 (the "June 22, 1999
Form 8-K"))+

*10.89 Assignment dated June 15, 1999 between Mace Security
International, Inc. and American Wash Services, Inc. (Exhibit
2.2 to the June 22, 1999 Form 8-K)

*10.90 Merger Agreement dated as of March 26, 1999 between Louis D.
Paolino, Jr. and Red Mountain Holding, Ltd. on the one hand,
and Mace Security International, Inc. on the other hand.
(Exhibit 2.1 to the Company's Current Report on Form 8-K dated
July 1, 1999 (the " July 1, 1999 AWS Form 8-K"))+

*10.91 Amendment No. 1 to the Merger Agreement dated as of April 13,
1999. (Exhibit 2.2 to the July 1, 1999 AWS Form 8-K)

*10.92 Amendment No. 2 to the Merger Agreement dated as of May 24,
1999. (Exhibit 2.3 to the July 1, 1999 AWS Form 8-K)

*10.93 The Stock Purchase Agreement dated as of March 26, 1999
between Louis D. Paolino, Jr. and Mace Security International,
Inc. (Exhibit 2.4 to the July 1, 1999 AWS Form 8-K)+

*10.94 Amendment No. 1 to the Stock Purchase Agreement dated as of
April 13, 1999. (Exhibit 2.5 to the July 1, 1999 AWS Form 8-K)

*10.95 Amendment No. 2 to the Stock Purchase Agreement dated as of
May 24, 1999 (Exhibit 2.6 to the July 1, 1999 AWS Form 8-K)

*10.96 The Real Estate and Asset Purchase Agreement dated as of March
8, 1999, among Stephen B. Properties, Inc., Stephen Bulboff,
and American Wash Services, Inc. (Exhibit 2.1 to the Company's
Current Report on Form 8-K dated July 1, 1999 (the " July 1,
1999 Form 8-K"))+

*10.97 Lease Assignment and Assumption Agreement dated July 1, 1999
among Mace Wash, Inc., a wholly-owned subsidiary of Mace
Security International, Inc., Stephen B. Properties, Inc.,
Stephen Bulboff and American Wash Services, Inc. (Exhibit 2.2
to the July 1, 1999)

10.98 Mace Security International, Inc. 1999 Stock Option Plan

10.99 Operating Agreement between Millennia Car Wash, LLC, Excel
Legacy Corporation and G II Ventures, LLC and Mace Car Wash,
Inc.

10.100 Employment Contract between Mace Security International,
Inc. and Louis D. Paolino, Jr.

10.101 Employment Contract between Mace Security International, Inc.
and Michael Fazio.

10.102 Stock Purchase Agreement and Sale Agreement dated June 23, 1999
among Mace Security International, Inc. and the Environmental
Opportunities Fund II, L.P. and Environmental Opportunities
Fund II (Institutional), L.P.

27 Financial Data Schedules (Electronic filed only).
______________________________________________________________________

* Incorporated by reference as indicated to the Company's
Current Reports on Form 8-K.

+ Schedules and other attachments to the indicated exhibit have
been omitted. The Company agrees to furnish supplementally to
the Commission upon request a copy of any omitted schedules
or attachments.

(b) Current Reports on Form 8-K or 8-K/A:

On May 28, 1999, the Company filed a report on Form 8-K dated May 17,
1999, under Item 2 to report the acquisition of the capital stock of
Colonial Full Service Car Wash, Inc. ("Colonial"). Historic financial
statements of Colonial and pro forma financial information of the
Company required under "Item 7: Financial Statements and Exhibits"
were filed on Form 8-K/A on July 30, 1999.

On June 1, 1999, the Company filed a report on Form 8-K dated May 18,
1999, under Item 2 to report the acquisition by its wholly owned
subsidiary Mace Car Wash - Arizona, Inc. of the assets of Genie Car
Wash Inc. of Austin, Genie Car Care Center, Inc., and Genie Car
Service Center, Inc. (collectively "Genie"). Historic combined
financial statements of Genie and pro forma financial information of
the Company required under "Item 7: Financial Statements and Exhibits"
were filed on Form 8-K/A on August 2, 1999.

On June 2, 1999, the Company filed a report on Form 8-K dated May 26,
1999 under Item 4 to report a change in the Company's Certifying
Accountants.

On June 15, 1999, the Company filed a report on Form 8-K dated June 1,
1999 under Item 2 to report the acquisition of Gabe's Plaza Car Wash,
Inc ("Gabe's"). Historic combined financial statements of Gabe's and
pro forma financial information of the Company required under "Item 7:
Financial Statements and Exhibits" are not required to be filed.

On June 18, 1999, the Company filed a report on Form 8-K/A dated May
26, 1999 under Item 4 to file a revised letter from the Company's
prior independent accountants relating to the change in the Company's
Certifying Accountants.

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, thereunto duly authorized.

Mace Security International, Inc.

BY: /s/ Louis D. Paolino, Jr.
-----------------------------------------
Louis D. Paolino, Jr., Chairman

BY: /s/ Gregory M. Krzemien
-----------------------------------------
Gregory M. Krzemien, Chief Financial Officer

BY: /s/ Ronald R. Pirollo
-----------------------------------------
Ronald R. Pirollo, Controller (Principal Accounting Officer)

DATE: August 13, 1999

EXHIBIT INDEX

Exhibit No. Description
- ----------- -----------

3.1 Certificate of Incorporation of Mace Security International, Inc.

3.2 Certificate of Amendment of Certificate of Incorporation of Mace
Security International, Inc.

10.98 Mace Security International, Inc. 1999 Stock Option Plan

10.99 Operating Agreement between Millennia Car Wash, LLC, Excel Legacy
Corporation and G II Ventures, LLC and Mace Car Wash, Inc.

10.100 Employment Contract between Mace Security International, Inc. and
Louis D. Paolino, Jr.

10.101 Employment Contract between Mace Security International, Inc. and
Michael Fazio.