<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   Form 10-QSB

        (Mark One)

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

For the Quarter Ended June 30, 2002
                                       OR


[ ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934

For the transition period from _____ to _____

                         Commission file number: 0-30166
                                                --------

                            CONMAT TECHNOLOGIES, INC.
                            -------------------------
        (Exact name of small business issuer as specified in its charter)

          Florida                                23-2999072
          -------                                ----------
(State or other jurisdiction of        (IRS Employer Identification Number)
incorporation or organization)

            Franklin Avenue and Grant Street, Phoenixville, PA 19460
            --------------------------------------------------------
                    (Address of Principal Executive Offices)


                                 (610) 935-0225
                                 --------------
              (Registrant's telephone number, including area code)




        Indicate by check mark 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 reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]


        Transitional Small Business Format: YES [ ]   NO [X]

        Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:

Common Stock, $0.001 par value, outstanding on October 16, 2002: 2,988,083
shares




<PAGE>
<TABLE>
<CAPTION>
                                              TABLE OF CONTENTS
                                              -----------------
<S>                                                                                                     <C>
PART I. FINANCIAL INFORMATION                                                                           Page

               Item 1.       Financial Statements

                                    Consolidated Condensed Balance Sheets  -
                                    June 30, 2002 and December 31, 2001                                   3

                                    Consolidated Condensed Statements of Operations -
                                    Three and Six Months Ended June 30, 2002 and 2001                     4

                                    Consolidated Condensed Statements of Cash Flows -
                                    Six Months Ended June 30, 2002 and 2001                               5

                                    Notes to Consolidated Condensed Financial Statements                  6

               Item 2.       Management's Discussion and Analysis of Financial Condition
                             and Results of Operations                                                    8

PART II.       OTHER INFORMATION

               Item 1.Legal Proceedings                                                                   12

               Item 2.Changes in Securities and Use of Proceeds                                           13

               Item 3.Defaults Upon Senior Securities                                                     13

               Item 4.Submission of Matters to a Vote of Security Holders                                 13

               Item 5.Other Information                                                                   13

               Item 6.Exhibits and Reports on Form 8-K                                                    13



SIGNATURES
</TABLE>






                                        2
<PAGE>

<TABLE>
<CAPTION>
ConMat Technologies, Inc. and Subsidiary
Consolidated Condensed Balance Sheets
                                                                           June 30        December 31
                               ASSETS                                        2002             2001
                                                                         -----------      -----------
                                                                         (Unaudited)       (Audited)
<S>                                                                      <C>              <C>
Current Assets:
   Cash and cash equivalents                                             $     8,934      $    84,315
   Accounts receivable - net                                               1,750,948        4,512,093
   Accounts receivable - Ecesis, LLC                                         493,676                -
   Inventories                                                                69,586        1,048,607
   Prepaid expenses                                                           82,933          142,415
                                                                         -----------      -----------
                                                 Total Current Assets      2,406,077        5,787,430
Property, Plant & Equipment - held for sale                                  653,532        1,046,978
Deferred Income Taxes                                                      1,125,493        1,125,493
Other Assets                                                                 219,512          216,285
                                                                         -----------      -----------
                                                         Total Assets    $ 4,404,614      $ 8,176,186
                                                                         ===========      ===========
                LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Line of credit                                                        $   859,274      $ 2,818,893
   Current portion of long-term debt                                         851,133        1,020,846
   Current portion of capital lease obligations                               17,150           28,229
   Accounts payable                                                        4,267,451        3,227,633
   Legal settlement payable                                                1,053,000        1,500,000
   Accrued expenses                                                          522,466          492,490
                                                                         -----------      -----------
                                            Total Current Liabilities      7,570,474        9,088,091

Long-Term Debt                                                             1,781,352        1,796,106
Obligations Under Capital Leases                                               9,972           14,259
Other Liabilities                                                          1,042,000          479,095
                                                                         -----------      -----------
                                                    Total Liabilities     10,403,798       11,377,551
Stockholders' Equity (Deficiency):
   Series A preferred stock - $.001 par value, 1,500,000
      shares authorized, 713,250 shares issued and outstanding                   713              713
   Series B Preferred Stock - $.001 par value, 166,667
      shares authorized, issued and outstanding                              500,000          500,000
   Series C preferred stock - $.001 par value, 446,150
      shares authorized, 382,500 issued and outstanding                          383              383
   Common stock - $.001 par value, 40,000,000 shares
      authorized, 2,988,083 shares issued and outstanding                      2,988            2,988
   Additional paid-in capital                                               (799,695)        (648,788)
   Accumulated deficit                                                    (5,653,573)      (2,840,521)
   Cost of common shares in treasury, 0 and 380,325 shares                         -         (166,140)
   Less: Receivables for shares sold                                         (50,000)         (50,000)
                                                                         -----------      -----------
                                       Total Stockholders' Deficiency     (5,999,184)      (3,201,365)
                                                                         -----------      -----------
                       Total Liabilities and Stockholders' Deficiency    $ 4,404,614      $ 8,176,186
                                                                         ===========      ===========
</TABLE>

See notes to consolidated condensed financial statements







                                        3
<PAGE>

ConMat Technologies, Inc. and Subsidiary
Consolidated Condensed Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
                                                          Three Months Ended June 30           Six Months Ended June 30
                                                            2002              2001               2002             2001
                                                         -----------       ----------        -----------       ----------
<S>                                                      <C>                <C>               <C>               <C>
Net Sales to Customers                                   $   524,815       $2,723,295        $ 2,016,930       $6,312,702
Cost of Goods Sold                                           545,481        2,194,078          2,076,594        4,883,270
                                                         -----------       ----------        -----------       ----------
                                  Gross (Loss) Profit        (20,666)         529,217            (59,664)       1,429,432

Selling, General and Administrative Expenses               1,945,766          720,850          2,976,993        1,439,721
Corporate Expenses                                            89,980          207,024            295,002          304,776
                                                         -----------       ----------        -----------       ----------
                                       Operating Loss     (2,056,412)        (398,657)        (3,331,659)        (315,065)

Other Income (Expense):
   Interest expense                                          (92,009)        (117,596)          (220,771)        (236,952)
   Legal settlement expense                                        -                -            (85,000)               -
   Licensing revenues                                      1,119,906                -          1,119,906                -
   Pension plan curtailment expense                         (562,905)               -           (562,905)               -
   Gain on sale of equipment                                  99,101                -             99,101                -
   Rental income                                              93,475           68,964            168,277          135,375
                                                         -----------       ----------        -----------       ----------
                              Loss Before Tax Benefit     (1,398,844)        (447,289)        (2,813,051)        (416,642)

Income Tax Benefit                                                           (171,000)                           (161,800)
                                                         -----------       ----------        -----------       ----------
                                             Net Loss    $(1,398,844)      $ (276,289)       $(2,813,051)      $ (254,842)
                                                         ===========       ==========        ===========       ==========

Net loss per Common Share:
      Basic                                              $     (0.50)      $    (0.12)       $     (1.05)      $    (0.12)
                                                         ===========       ==========        ===========       ==========
      Diluted                                            $     (0.50)      $    (0.12)       $     (1.05)      $    (0.12)
                                                         ===========       ==========        ===========       ==========

Weighted average number of common shares outstanding:

      Basic                                                2,862,701        2,607,758          2,735,934        2,618,904
                                                         ===========       ==========        ===========       ==========

      Diluted                                              2,862,701        2,607,758          2,735,934        2,618,904
                                                         ===========       ==========        ===========       ==========
</TABLE>









See notes to consolidated condensed financial statements






                                        4
<PAGE>

ConMat Technologies, Inc. and Subsidiary
Consolidated Condensed Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
                                                                                  Six Months Ended June 30
                                                                                -----------------------------
                                                                                    2002              2001
                                                                                -----------         ---------
<S>                                                                             <C>                 <C>
Cash Flows from Operating Activities:
   Net loss                                                                     $(2,813,051)        $(254,842)

   Adjustments to reconcile to net cash provided by (used in) operating
activities:
         Depreciation and amortization                                               64,827           136,336
         Provision for additional pension expense                                   562,905                 -
         Provision for bad debt expense                                             106,452                 -
         Gain on sale of property and equipment                                     (99,101)                -
   Changes in assets and liabilities:
      (Increase) decrease in assets
         Accounts receivable                                                      3,046,693           873,358
         Accounts receivable - Ecesis, LLC                                         (493,676)                -
         Receivable relating to Eastwind claim                                            -            75,000
         Inventories                                                                979,021           289,280
         Prepaid expenses                                                            59,482          (126,888)
         Other assets                                                                (5,627)          (21,023)
      Increase (decrease) in liabilities
         Accounts payable                                                         1,039,818          (101,570)
         Accrued expenses                                                          (417,025)         (187,590)
                                                                                -----------         ---------
                                   Net Cash Provided By Operating Activities      2,030,718           682,061

Cash Flows from Investing Activities:
   Proceeds from sale of property and equipment                                      38,120                 -
   Purchase of property and equipment                                                     -          (112,602)
                                                                                -----------         ---------
                         Net Cash Provided By (Used In) Investing Activities         38,120          (112,602)

Cash Flows from Financing Activities:
   Net borrowings (repayments) under lines of credit                             (1,959,619)         (396,205)
   Repayments of term notes                                                        (184,467)          (60,456)
   Repayments of capital lease obligations                                          (15,366)          (46,725)
   Sale (purchases) of treasury stock                                                15,233           (69,302)
   Payments of Series B & C preferred dividends                                           -           (34,959)
   Recapitalization costs                                                                 -            (5,000)
                                                                                -----------         ---------
                                       Net Cash Used In Financing Activities     (2,144,219)         (612,647)

                                     Net Decrease in Cash & Cash Equivalents        (75,381)          (43,188)
Cash and Cash Equivalents at Beginning of Period                                     84,315           153,038
                                                                                -----------         ---------
Cash and Cash Equivalents at End of Period                                      $     8,934         $ 109,850
                                                                                ===========         =========

Supplemental Cash Flow Information:
   Cash paid for interest                                                       $   182,206         $ 236,952
                                                                                ===========         =========
   Cash paid for income taxes                                                   $         -         $  58,670
                                                                                ===========         =========
</TABLE>

See notes to consolidated condensed financial statements









                                        5
<PAGE>




ConMat Technologies, Inc and Subsidiary
Notes To Consolidated Condensed Financial Statements

NOTE A - INTERIM FINANCIAL INFORMATION

         The consolidated financial statements of ConMat Technologies, Inc. as
of June 30, 2002 and 2001, and for the three and six months then ended and
related footnote information are unaudited. All adjustments (consisting only of
normal recurring adjustments) have been made which, in the opinion of
management, are necessary for a fair presentation. Results of operations for the
three and six months ended June 30, 2002 are not necessarily indicative of the
results that may be expected for any future period. The balance sheet at
December 31, 2001 was derived from audited financial statements.

         Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States have been condensed or omitted. It is suggested
that these consolidated financial statements be read in conjunction with the
consolidated financial statements and notes included in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2001. The results of
operations for the three and six months ended June 30, 2002 are not necessarily
indicative of the operating results, which may be achieved for the full year.

NOTE B - LOSS PER SHARE

         ConMat reports earnings per share in accordance with the provisions of
SFAS NO. 128, Earnings Per Share. SFAS No. 128 requires presentation of basic
and diluted earnings per share in conjunction with the disclosure of the
methodology used in computing such earnings per share. Basic earnings per share
exclude dilution and is computed by dividing income available to common
shareholders by the weighted average common shares outstanding during the
period. Diluted earnings per share takes into account the potential dilution
that could occur if securities or other contracts to issue common stock were
exercised and converted into common stock. However, no potential common shares
are included in the computation of diluted per share amounts when there is a
loss from continuing operations.

The following are basic and diluted (loss) earnings per share calculations for
the periods presented.
<TABLE>
<CAPTION>
                                                             Three Months Ended June 30         Six Months Ended June 30
                                                            -----------------------------      ---------------------------
                                                               2002               2001            2002              2001
                                                            -----------        ----------      -----------      ----------
<S>                                                         <C>              <C>               <C>               <C>
Earnings per Share - Basic:
   Net loss                                                 $(1,398,844)       $ (276,289)     $(2,813,051)     $ (254,842)
   Dividends on preferred shares                                (33,877)          (33,877)         (67,754)        (67,754)
                                                            -----------        ----------      -----------      ----------
   Net loss available to common shareholders                $(1,432,721)       $ (310,166)     $(2,880,805)     $ (322,596)
                                                            ===========        ==========      ===========      ==========

   Weighted average shares outstanding                        2,862,701         2,607,758        2,735,934       2,618,904
                                                            ===========        ==========      ===========      ==========
                                    Basic Loss Per Share    $     (0.50)       $    (0.12)     $     (1.05)     $    (0.12)
                                                            ===========        ==========      ===========      ==========
Earnings per Share - Diluted:
   Net loss available to common shareholders                $(1,432,721)       $ (310,166)     $(2,880,805)     $ (322,596)
   Dividends on preferred shares
   Net loss available to common shareholders                -----------        ----------      -----------      ----------
      after assumed conversions                             $(1,432,721)       $ (310,166)     $(2,880,805)     $ (322,596)
                                                            ===========        ==========      ===========      ==========

   Weighted average shares outstanding                        2,862,701         2,607,758        2,735,934       2,618,904
   Dilutive effect of preferred stock
   Dilutive effect of stock options and warrants            -----------        ----------      -----------      ----------
      Diluted average shares outstanding                      2,862,701         2,607,758        2,735,934       2,618,904
                                                            ===========        ==========      ===========      ==========
                                  Diluted Loss Per Share    $     (0.50)       $    (0.12)     $     (1.05)     $    (0.12)
                                                            ===========        ==========      ===========      ==========
</TABLE>







                                        6
<PAGE>






NOTE C - DEFINED BENEFIT PENSION PLAN

         Polychem maintains a non-contributory defined benefit plan for hourly
union employees. The pension benefits are based on years of service and the
benefit rate in effect at the time of retirement. Management has formulated
plans for the sale of Polychem's remaining assets and the ultimate liquidation
of the company.

         Polychem has ceased all in-house manufacturing and outsourced the
manufacturing of its product lines pursuant to a Supply and Equipment Purchase
Agreement, dated March 20, 2002.

         In connection with the cessation of in-house manufacturing,
substantially all of the hourly union employees were dismissed and there was a
curtailment of the defined benefit plan. The actuary has estimated that the
plan's benefit liability of approximately $2,535,000 exceeds the market value of
the assets of approximately $1,493,000 at July 1, 2002 by $1,042,000.

         As a result of the plan curtailment, ConMat recorded a charge of
$562,905 for the three months ended June 30, 2002, in accordance with Statement
of Financial Accounting Standards No. 88, "Employers' Accounting Settlements and
Curtailments of Defined Benefit Pension Plans and for Termination of Benefits"
to increase the accrual pension liability to $1,042,000 at June 30, 2002.

NOTE D - TREASURY STOCK TRANSACTIONS

         In April of 2002, the Company sold 380,325 shares of stock that had
been held as treasury shares to the three directors of the ConMat Technologies,
Inc. at a fair market value of $.04 per share for total proceeds of $15,233.















                                        7
<PAGE>



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

                           FORWARD LOOKING STATEMENTS

         Some of the statements contained in this report discuss future
expectations, contain projections of results of operations or financial
condition or state other "forward-looking" information. Those statements are
subject to known and unknown risks, uncertainties and other factors that could
cause the actual results to differ materially from those contemplated by the
statements. The forward-looking information is based on various factors and was
derived using numerous assumptions.

         Important factors that may cause actual results to differ from
projections include, for example:

            o general economic conditions, including their impact on capital
              expenditures;
            o business conditions in the materials technology and wastewater
              treatment industries;
            o the regulatory environment;
            o rapidly changing technology and evolving industry standards;
            o new products and services offered by competitors; and
            o price pressures.

         In addition, in this report, the words "believe", "may", "will",
"estimate", "continue", "anticipate", "intend", "expect", "plan", and similar
expressions, as they relate to the business or management of ConMat
Technologies, Inc. or its wholly-owned subsidiary, Polychem Corporation, are
intended to identify forward-looking statements.

         ConMat undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise after the date of this report. In light of these risks and
uncertainties, the forward-looking events and circumstances discussed in this
report may not occur and actual results could differ materially from those
anticipated or implied in the forward-looking statements. Further information
concerning the risks facing ConMat's business and operations is set forth in the
section entitled "Risk Factors" in ConMat's Annual Report on Form 10-KSB for the
year ended December 31, 2000.


Results of Operations For The Three-Month Periods Ended June 30, 2002 and 2001

         The following table sets forth certain statement of operation items as
a percentage of net sales for the period indicated:
                                                     Three Months Ended June 30
                                                     ---------------------------
                                                      2001              2001
                                                     ------             -----
Net Sales                                             100.0 %           100.0 %
Cost of Goods Sold                                    103.9              80.6
Gross Profit                                           (3.9)             19.4
Selling and Administration                            370.8              26.5
Interest Expense                                       17.5               4.3
Other Expense                                        (125.7)              5.0
Income Tax (Benefit) Expense                            0.0              (6.3)
                                                     ------              ----
Net (Loss) Income                                    (266.5) %          (10.1) %
                                                     ======              ====














                                        8
<PAGE>

         Cost of goods sold is determined as the sum of material costs, direct
manufacturing labor costs and an allocation of utilities and other overhead
costs attributable to manufacturing activities.

         As was disclosed in the Company's Form 10-KSB filing for the year ended
December 31, 2001, on March 20, 2002, ConMat entered into a License and Asset
Purchase Agreement with Polychem and Ecesis LLC, a business owned by former
Polychem management which provides for the sale of Polychem's specialty and
water treatment product lines to Ecesis. Concurrent with this action, Polychem
agreed to outsource the manufacturing of its product lines to Ensinger Vekton,
Inc. and Putnam Precision Molding, Inc., pursuant to a Supply and Equipment
Purchase Agreement. Polychem's internal manufacturing operations ceased in late
January of 2002. During the three month period ended June 30, 2002, the
Company's operations were being run in a limited fashion until such time that
the new suppliers could fully integrate Polychem's production needs into their
facilities.

         Total revenues decreased $2,198,000 to $525,000 for the three months
ended June 30, 2002 from $2,723,000 for the three months ended June 30, 2001.
The reason for the decrease is the temporary interruptions in the manufacturing
process relating to the transition to outside suppliers and an inability to
fulfill customer orders. This situation will be resolved once the third party
suppliers have fully integrated all of the Polychem products into their
manufacturing facilities.

         The Company recorded a loss of $21,000 at the gross margin line for the
three months ended June 30, 2002 as compared to a gross profit of $529,000 for
the three months ended June 30, 2001. As a result of the cessation of Polychem's
manufacturing operations (which occurred in late January of 2002), there was
approximately $1,450,000 of expenses that were reclassified as Selling, General
and Administrative. These expenses related to the depreciation, utilities and
various other fixed-type expenses unaffected by the termination of manufacturing
activities. Even with the reclassification of expenses, the company recorded a
loss at the gross margin level due to the inability to cover remaining overheads
with the reduced sales volumes. As of July 2002, the Company has identified and
placed into service third-party vendors to provide all of its necessary product
components.

         Selling and administrative expenses increased by $1,225,000 to
$1,946,000 for the three-month period ended June 30, 2002 from $721,000 for the
comparable quarter in 2001. Without the reclassification of expenses associated
with the manufacturing operation, there would have been a decrease of
approximately $225,000. The decrease is the result of personnel related
reductions and other cost cutting measures implemented by management offset by
an increase related to an additional $106,000 of allowances for doubtful
accounts.

         Corporate expenses decreased by $117,000 to $90,000 from $207,000 for
the three months ended June 30, 2002 as compared to the three months ended June
30, 2001. The decreases related primarily to lower professional fees and the
transfer of personnel-related expense to Ecesis, LLC.

         Interest expense for the three-month period ended June 30, 2002
decreased $26,000 to $92,000 from $118,000 for the comparable quarter in 2001.
The decrease was the result of lower outstanding balances on the Company's
revolving line of credit but were somewhat offset by higher interest rates
charged by the Company's lender.

         In other income/(expense) the Company recorded licensing revenues of
$1,120,000 relating to the agreement with Ecesis, LLC. In addition, the Company
recognized an additional liability of $563,000 relating to the curtailment of
the pension plan provided for certain of its hourly employment base. The
recording of this expense and related liability is based on certain actuarial
assumptions and follows the guidelines established under generally accepted
accounting principles.










                                        9
<PAGE>

         ConMat recognized a net loss of $1,399,000 for the three-month period
ended June 30, 2002. For the comparable quarter in 2001, ConMat reported a loss
of $276,000.

Results of Operations For The Six-Month Periods Ended June 30, 2002 and 2001

         The following table sets forth certain statement of operation items as
a percentage of net sales for the period indicated:

                                                   Six Months Ended June 30
                                                   -------------------------
                                                      2001           2001
                                                     ------          -----
Net Sales                                             100.0 %        100.0 %
Cost of Goods Sold                                    103.0           77.4
Gross Profit                                           (3.0)          22.6
Selling and Administration                            147.6           22.8
Interest Expense                                       10.9            3.8
Other Expense                                         (22.0)           2.6
Income Tax (Benefit) Expense                            0.0           (2.6)
                                                     ------          -----
Net (Loss) Income                                    (139.5) %        (4.0) %
                                                     ======          =====

         Cost of goods sold is determined as the sum of material costs, direct
manufacturing labor costs and an allocation of utilities and other overhead
costs attributable to manufacturing activities.

         As was disclosed in the Company's Form 10-KSB filing for the year ended
December 31, 2001, on March 20, 2002, ConMat entered into a License and Asset
Purchase Agreement with Polychem and Ecesis LLC, a business owned by former
Polychem management which provides for the sale of Polychem's specialty and
water treatment product lines to Ecesis. Concurrent with this action, Polychem
agreed to outsource the manufacturing of its product lines to Ensinger Vekton,
Inc. and Putnam Precision Molding, Inc., pursuant to a Supply and Equipment
Purchase Agreement. Polychem's internal manufacturing operations ceased in late
January of 2002. Therefore, for the majority of the six month period ended June
30, 2002, the Company's operations were being run in a limited fashion until
such time that the new suppliers could integrate Polychem's production needs
into their facilities.

         Total revenues decreased $4,296,000 to $2,017,000 for the six months
ended June 30, 2002 from $6,313,000 for the six months ended June 30, 2001. The
reason for the decrease is the temporary interruptions in the manufacturing
process relating to the transition to outside suppliers and an inability to
fulfill customer orders. This situation will be resolved once the third party
suppliers have fully integrated all of the Polychem products into their
manufacturing facilities.

         The Company recorded a loss of $60,000 at the gross margin line for the
six months ended June 30, 2002 as compared to a gross profit of $1,429,000 for
the six months ended June 30, 2001. As a result of the cessation of Polychem's
manufacturing operations (which occurred in late January of 2002), there was
approximately $1,889,000 of expenses that were reclassified as Selling, General
and Administrative. These expenses related to the depreciation, utilities and
various other fixed-type expenses unaffected by the termination of manufacturing
activities. Even with the reclassification of expenses, the company recorded a
loss at the gross margin level due to the inability to cover remaining overheads
with the reduced sales volumes. As of July 2002, the Company has identified and
placed into service third-party vendors to provide all of its necessary product
components.








                                       10
<PAGE>

         Selling and administrative expenses increased by $1,537,000 to
$2,977,000 for the six-month period ended June 30, 2002 from $1,440,000 for the
comparable quarter in 2001. Without the reclassification of expenses associated
with the manufacturing operation, there would have been a decrease of
approximately $352,000. The decrease is the result of personnel related
reductions and other cost cutting measures implemented by management offset by
an increase related to an additional $106,000 of allowances for doubtful
accounts.

         Corporate expenses remained relatively constant at $295,000 for the six
months ended June 30, 2002 as compared to $305,000 for the three months ended
June 30, 2001.

         Interest expense for the six-month period ended June 30, 2002 decreased
$16,000 to $221,000 from $237,000 for the comparable quarter in 2001. The
decrease was the result of lower outstanding balances on the Company's revolving
line of credit but were somewhat offset by higher interest rates charged by the
Company's lender.

         In other income/(expense) the Company recorded licensing revenues of
$1,120,000 relating to the agreement with Ecesis, LLC. In addition, the Company
recognized an additional liability of $563,000 relating to the curtailment of
the pension plan provided for certain of its hourly employment base. The
recording of this expense and related liability is based on certain actuarial
assumptions and follows the guidelines established under generally accepted
accounting principles.

         ConMat recognized a net loss of $2,813,000 for the six-month period
ended June 30, 2002. For the comparable six-month period in 2001, ConMat
reported a loss of $255,000.

Liquidity and Capital Resources

         ConMat realized a net cash decrease of $75,000 for the six-month period
ended June 30, 2002. For the comparable period in 2001, ConMat realized a net
cash decrease of $43,000. The Company no longer has an external source of
working capital. The Company's credit facility expired on September 30, 2001.
The Company had been granted an interim extension of the previous credit
facility with GE Capital Corporation, the lender, through July 31, 2002. GE
Capital terminated any further advances against the credit facility in August of
2002. The extension had imposed some additional financial restrictions and
limitations on the Company generally in the form of additional reserves against
maximum borrowing amount. As of July 1, 2002, the remaining balance outstanding
under the GE Capital credit facility is being repaid through the realization of
cash receipts against the Company's trade accounts receivables. As of October 1,
2002, the remaining balance owed to GE Capital is approximately $640,000. The
Company's financial condition is extremely weak. Management is presently
carrying out plans relating to asset sales and trying to negotiate settlements
with various trade vendors regarding balances owed by the Company in an effort
to minimize the negative impact on the financial condition of the Company. The
failure of these actions and events will have a material adverse effect on the
Company's financial condition. ConMat has no commitments for significant capital
expenditures in the foreseeable future. ConMat's current ratio as of June 30,
2002 is .32.





                                       11
<PAGE>



PART II

Item 1.           Legal Proceedings.

         ConMat is currently a defendant in an action originally filed on
January 28, 1999, in Pennsylvania state court captioned John R. Thach v. The
Eastwind Group, et al. On October 27, 2000, co-defendant, The Eastwind Group,
Inc., filed a voluntary petition for relief under Chapter 11 of Title 11 of the
Bankruptcy Code (U.S.B.C., E.D. Pa. Bankruptcy No. 00-33372 SR). The plaintiff
removed the state court action to the United States Bankruptcy Court for the
Eastern District of Pennsylvania on November 29, 2000 (U.S.B.C., E.D. Pa.
Adversary No. 00-906). Plaintiff maintains that Eastwind, his former employer,
breached the terms of his severance agreement and that the sale of Polychem
Corporation to ConMat was part of a conspiracy to avoid payments to him and has
violated Pennsylvania's Uniform Fraudulent Transfer Act. The plaintiff seeks
damages of at least $350,000 and punitive damages of at least $500,000. In
addition, the plaintiff seeks to have the December 8, 1998 acquisition of
Polychem declared null and void. Initially, the plaintiff sought a temporary
restraining order and preliminary injunction seeking to set aside the sale of
Polychem to ConMat. By Order dated February 19, 1999, the State Court denied
plaintiff's request for injunctive relief.

         On January 22, 2001 the Bankruptcy Court appointed a Chapter 11 trustee
to oversee and administer The Eastwind Group, Inc. bankruptcy. In his complaint,
the bankruptcy trustee asserted claims against ConMat, including those
originally raised in the John Thach complaint that the December 8, 1998
acquisition of Polychem was a fraudulent transaction.

         ConMat is currently a defendant in a federal district court action
filed on April 11, 2000, in the United States District Court for the Eastern
District of Pennsylvania captioned ProFutures Special Equities Fund, L.P. v. The
Eastwind Group, et al. (U.S.D.C., E.D. Pa. Civil Action No. 00-CV-1888).
ProFutures maintains that Eastwind and others violated federal and state
securities laws and committed common law fraud in connection with the June 1998
purchase by ProFutures of $750,000 in Series C Convertible Preferred Stock of
Eastwind. ProFutures seeks damages in the amount of $750,000 and seeks to have
the acquisition of Polychem by ConMat declared null and void. ConMat, Paul A.
DeJuliis and two other former officers of Eastwind filed a Motion to Dismiss the
Complaint on May 25, 2000 and ProFutures responded. Before the court issued a
ruling on that motion, co-defendant Eastwind filed for bankruptcy and the case
was stayed. Nothing further has occurred in this case since November 2000.

         To resolve the claims asserted by the bankruptcy trustee, John Thach
and ProFutures, management of ConMat negotiated the terms of a settlement
agreement with the bankruptcy trustee, which was filed with the bankruptcy court
on October 25, 2001. Thereafter, on December 13 and 17, 2001, the bankruptcy
court held a two-day hearing on the approval of the settlement agreement. On
February 27, 2002, the bankruptcy court approved the settlement agreement. The
settlement agreement requires the payment by ConMat of $1,500,000 to the
bankruptcy trustee, including $500,000 in cash and a promissory note in the
amount of $1,000,000. ConMat is funding its obligations under the settlement
agreement in part by selling non-core assets and effecting a management led
buyout of Polychem's specialty and water treatment product lines.

         Subject to payment by ConMat of $1,500,000 to the bankruptcy trustee
pursuant to the settlement agreement, John Thach's claims will be released
against, among others, ConMat. ConMat also agreed to fund potential tax
liabilities relating to John Thach of up to $85,000. This liability has been
reflected in the Company's financial statements as of March 31, 2002. In
addition, the bankruptcy trustee has agreed to allocate and set aside a portion
of the settlement proceeds, not to exceed $200,000, to fund the indemnification
obligations from ConMat's share of liability, if any, in the ProFutures' action.






                                       12
<PAGE>

Item 2.    Changes in Securities.

                  Not Applicable.

Item 3.    Defaults Upon Senior Securities.

                  Not Applicable.

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

                  Not Applicable.

Item 5.    Other Information.

                  Not Applicable.

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

                  (a) Exhibits

                      Exhibit 99.1 - Certification Pursuant to 18 U.S.C. Section
                      1350 - Edward F. Sager, Jr., Chief Executive Officer

                      Exhibit 99.2 - Certification Pursuant to 18 U.S.C. Section
                      1350 - Thomas C. Morral, Jr., Chief Financial Officer

                  (b) ConMat did not file any current reports on Form 8-K during
the period covered by this report.












                                       13
<PAGE>



                                   SIGNATURES

         In accordance with 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, hereunto duly authorized.


                                            CONMAT TECHNOLOGIES, INC.


         Date: October 18, 2002             By:/s/ Edward F. Sager, Jr.
                                               -------------------------
                                               Edward F. Sager, Jr.,
                                               President and Chief Executive
                                               Officer (Principal Executive
                                               Officer)




         Date: October 18, 2002             By:/s/ Thomas C. Morral, Jr.
                                               -------------------------
                                               Thomas C. Morral, Jr.,
                                               Vice President and Chief
                                               Financial Officer (Principal
                                               Financial and Accounting Officer)

























                                       14
<PAGE>



                                  CERTIFICATION
                                      UNDER
                                   SECTION 302
                                     OF THE
                           SARBANES-OXLEY ACT OF 2002

I, Edward F. Sager, Jr., being the Chief Executive Officer of ConMat
Technologies, Inc., certify that:

     1.  I have reviewed this quarterly report on Form 10-QSB for the period
         ended June 30, 2002 of ConMat Technologies, Inc.;

     2.  Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report; and

     3.  Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report.

     4.  Intentionally deleted

     5.  Intentionally deleted

     6.  Intentionally deleted




Dated: October 18, 2002


                                           /s/ Edward F. Sager, Jr.
                                           -------------------------
                                           Edward F. Sager, Jr.,
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)






                                       15
<PAGE>



                                  CERTIFICATION
                                      UNDER
                                   SECTION 302
                                     OF THE
                           SARBANES-OXLEY ACT OF 2002

I, Thomas C. Morral, Jr., being the Chief Financial Officer of ConMat
Technologies, Inc., certify that:

     1.  I have reviewed this quarterly report on Form 10-QSB for the period
         ended June 30, 2002 of ConMat Technologies, Inc.;

     2.  Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report; and

     3.  Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report.

     4.  Intentionally deleted

     5.  Intentionally deleted

     6.  Intentionally deleted




Dated: October 18, 2002


                                                  /s/ Thomas C. Morral, Jr.
                                                  --------------------------
                                                  Thomas C. Morral, Jr.,
                                                  Chief Financial Officer
                                                  (Principal Accounting Officer)







                                       16