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


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


                                    FORM 8-K


                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):  December 31, 2001



                            URECOATS INDUSTRIES INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



   DELAWARE                         0-20101                        13-3545304
---------------                   ------------                    -------------
(State or other                   (Commission                     (IRS Employer
jurisdiction of                   File Number)                      ID Number)
incorporation)



 1239 East Newport Center Drive, Suite 101, Deerfield Beach, Florida   33442
 -----------------------------------------------------------------------------
 (Address of principal executive offices)                           (Zip Code)



Registrant's telephone number, including area code:          954-428-8686
                                                   ----------------------------



       ------------------------------------------------------------------
          (Former name or former address, if changed since last report)






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


ITEM 5.  OTHER EVENTS
---------------------

SERIES B CONVERTIBLE PREFERRED STOCK

As previously reported on Form 8-K (Date of Report: September 30, 2001),
Urecoats Industries Inc. (the "Company") issued and sold to Richard J. Kurtz,
Chairman of the Board of the Company, pursuant to the Securities Purchase
Agreement dated September 30, 2001 (the "9/30/01 Agreement") an aggregate of
375,245 shares of its Series B Convertible Preferred Stock (the "Series B
Preferred Stock") for an aggregate purchase price of $1,876,225. The applicable
purchase price was paid for by cancellation of indebtedness in the foregoing
amount, represented by outstanding short-term loans bearing interest at 9% per
annum from Richard J. Kurtz.

On December 31, 2001, the Board of Directors amended the original Certificate of
Designation of Preferences of the Series B Preferred Stock (the "Series B
Designation"), to clarify, among other things, adjustments to the conversion
ratio upon the happening of certain events, which amendment is attached hereto
as Exhibit 3.1.1. On January 4, 2002, the parties to the 9/30/01 Agreement
amended said agreement, which amendment is attached hereto as Exhibit 10.1.1.

On December 31, 2001, the Company issued and sold an additional 124,755 shares
of its Series B Preferred Stock for an aggregate purchase price of $623,775 to
Richard J. Kurtz. The applicable purchase price was paid for by cancellation of
indebtedness in the foregoing amount, represented by outstanding short-term
loans bearing 9% interest per annum from Richard J. Kurtz.  The transaction was
consummated pursuant to a Securities Purchase Agreement dated December 31, 2001
(the "12/31/01 Agreement"), which is attached hereto as Exhibit 10.2.

The Series B Preferred Stock is subject to the terms and conditions of the
Series B Designation, as amended. The terms of the purchases are more fully set
forth in the 9/30/01 Agreement, as amended, and 12/31/01 Agreement, and the
related documents previously filed and filed herewith.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
------------------------------------------

     FINANCIAL STATEMENTS:

        Not applicable

     EXHIBITS:

        3.1.1   Amendment to Series B Designation dated December 31, 2001

       10.1.1   Amendment to 9/30/01 Agreement dated January 4, 2002

       10.2     Securities Purchase Agreement dated December 31, 2001





                                        2


                                   SIGNATURES
                                   ----------

Pursuant to 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 hereunto duly authorized.


                                                URECOATS INDUSTRIES INC.
                                                      (Registrant)


Date:  January 30, 2002                         /s/ Timothy M. Kardok
       ----------------                         ------------------------
                                            By: Timothy M. Kardok
                                         Title: President






































                                        3


                                  EXHIBIT INDEX
                                  -------------


     EXHIBIT     DESCRIPTION
     -------     -------------------------------------------------------------

       3.1.1     Amendment to Series B Designation dated December 31, 2001

      10.1.1     Amendment to 9/30/01 Agreement dated January 4, 2002

      10.2       Securities Purchase Agreement dated December 31, 2001










































                                        4
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{"company-data": {"conformed-name": "URECOATS INDUSTRIES INC", "cik": "0000875296", "assigned-sic": "6794", "irs-number": "133545304", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-20101", "film-number": "02522716"}, "business-address": {"street1": "4100 NORTH POWERLINE ROAD", "street2": "SUITE F-1", "city": "POMPANO BEACH", "state": "FL", "zip": "33073", "phone": "9549775428"}, "mail-address": {"street1": "4100 NORTH POWERLINE ROAD", "street2": "SUITE F-1", "city": "POMPANO BEACH", "state": "FL", "zip": "33073"}, "former-company": [{"former-conformed-name": "NATURAL CHILD CARE INC", "date-changed": "19931117"}, {"former-conformed-name": "WINNERS ALL INTERNATIONAL INC", "date-changed": "19931109"}]}
-----------------------------------------------------------------------------

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

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 31, 2001

                            URECOATS INDUSTRIES INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

   DELAWARE                         0-20101                        13-3545304
---------------                   ------------                    -------------
(State or other                   (Commission                     (IRS Employer
jurisdiction of                   File Number)                      ID Number)
incorporation)

 1239 East Newport Center Drive, Suite 101, Deerfield Beach, Florida   33442
 -----------------------------------------------------------------------------
 (Address of principal executive offices)                           (Zip Code)

Registrant's telephone number, including area code:          954-428-8686
                                                   ----------------------------

       ------------------------------------------------------------------
          (Former name or former address, if changed since last report)

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

ITEM 5.  OTHER EVENTS
---------------------

SERIES B CONVERTIBLE PREFERRED STOCK

As previously reported on Form 8-K (Date of Report: September 30, 2001),
Urecoats Industries Inc. (the "Company") issued and sold to Richard J. Kurtz,
Chairman of the Board of the Company, pursuant to the Securities Purchase
Agreement dated September 30, 2001 (the "9/30/01 Agreement") an aggregate of
375,245 shares of its Series B Convertible Preferred Stock (the "Series B
Preferred Stock") for an aggregate purchase price of $1,876,225. The applicable
purchase price was paid for by cancellation of indebtedness in the foregoing
amount, represented by outstanding short-term loans bearing interest at 9% per
annum from Richard J. Kurtz.

On December 31, 2001, the Board of Directors amended the original Certificate of
Designation of Preferences of the Series B Preferred Stock (the "Series B
Designation"), to clarify, among other things, adjustments to the conversion
ratio upon the happening of certain events, which amendment is attached hereto
as Exhibit 3.1.1. On January 4, 2002, the parties to the 9/30/01 Agreement
amended said agreement, which amendment is attached hereto as Exhibit 10.1.1.

On December 31, 2001, the Company issued and sold an additional 124,755 shares
of its Series B Preferred Stock for an aggregate purchase price of $623,775 to
Richard J. Kurtz. The applicable purchase price was paid for by cancellation of
indebtedness in the foregoing amount, represented by outstanding short-term
loans bearing 9% interest per annum from Richard J. Kurtz.  The transaction was
consummated pursuant to a Securities Purchase Agreement dated December 31, 2001
(the "12/31/01 Agreement"), which is attached hereto as Exhibit 10.2.

The Series B Preferred Stock is subject to the terms and conditions of the
Series B Designation, as amended. The terms of the purchases are more fully set
forth in the 9/30/01 Agreement, as amended, and 12/31/01 Agreement, and the
related documents previously filed and filed herewith.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
------------------------------------------

     FINANCIAL STATEMENTS:

        Not applicable

     EXHIBITS:

        3.1.1   Amendment to Series B Designation dated December 31, 2001

       10.1.1   Amendment to 9/30/01 Agreement dated January 4, 2002

       10.2     Securities Purchase Agreement dated December 31, 2001

                                        2

                                   SIGNATURES
                                   ----------

Pursuant to 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 hereunto duly authorized.

                                                URECOATS INDUSTRIES INC.
                                                      (Registrant)

Date:  January 30, 2002                         /s/ Timothy M. Kardok
       ----------------                         ------------------------
                                            By: Timothy M. Kardok
                                         Title: President

                                        3

                                  EXHIBIT INDEX
                                  -------------

     EXHIBIT     DESCRIPTION
     -------     -------------------------------------------------------------

       3.1.1     Amendment to Series B Designation dated December 31, 2001

      10.1.1     Amendment to 9/30/01 Agreement dated January 4, 2002

      10.2       Securities Purchase Agreement dated December 31, 2001

                                        4