<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 September 30, 2001
                                       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 December 19, 2001: 2,988,083
shares

<PAGE>

                                TABLE OF CONTENTS
                                -----------------

<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION                                                       Page
<S>            <C>                                                                  <C>
               Item 1.   Financial Statements

                            Consolidated Condensed Balance Sheets  -
                            September 30, 2001 and December 31, 2000                  3

                            Consolidated Condensed Statements of Operations -
                            Three and Nine Months Ended September 30, 2001 and 2000   4

                            Consolidated Condensed Statements of Cash Flows -
                            Nine Months Ended September 30, 2001 and 2000             5

                            Notes to Consolidated Condensed Financial Statements      6

               Item 2.   Management's Discussion and Analysis of Financial Condition
                         and Results of Operations                                    9

PART II.       OTHER INFORMATION

               Item 1.   Legal Proceedings                                           13

               Item 2.   Changes in Securities and Use of Proceeds                   13

               Item 3.   Defaults Upon Senior Securities                             14

               Item 4.   Submission of Matters to a Vote of Security Holders         14

               Item 5.   Other Information                                           14

               Item 6.   Exhibits and Reports on Form 8-K                            14

SIGNATURES
</TABLE>

                                       2
<PAGE>


Item 1 - Financial Statements

ConMat Technologies, Inc. and Subsidiary
Consolidated Condensed Balance Sheets

<TABLE>
<CAPTION>
                                                                           Sept 30           December 31
                               ASSETS                                       2001                 2000
                                                                         --------------     -------------
Current Assets:                                                            (Unaudited)         (Audited)
<S>                                                                          <C>               <C>
   Cash and cash equivalents                                                 $  117,512        $  153,038
   Accounts receivable - net                                                  4,128,328         4,744,077
   Inventories                                                                1,324,940         1,478,185
   Prepaid expenses                                                             270,532           269,178
                                                                         --------------     -------------
                                                 Total Current Assets         5,841,312         6,644,478
Property, Plant & Equipment - net                                             1,206,296         1,227,409
Deferred Income Taxes                                                            78,493            78,493
Other Assets                                                                    225,732           270,858
                                                                         --------------     -------------
                                                         Total Assets       $ 7,351,833       $ 8,221,238
                                                                         ==============     =============
                LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Line of credit                                                           $ 2,452,783       $ 2,469,031
   Current portion of long-term debt                                            962,951           789,338
   Current portion of capital lease obligations                                  22,946            64,743
   Accounts payable                                                           3,017,861         2,711,097
   Accrued expenses                                                              89,728           551,219
                                                                         --------------     -------------
                                            Total Current Liabilities         6,546,269         6,585,428

Long-Term Debt                                                                1,884,583         2,149,064
Obligations Under Capital Leases                                                 16,412            33,818
Other Liabilities                                                               176,235           168,969
                                                                         --------------     -------------
                                                    Total Liabilities         8,623,499         8,937,279
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 and 2,963,083 shares issued,
      2,607,758 and 2,742,258 outstanding                                         2,988             2,963
   Additional paid-in capital                                                   200,162           195,687
   Accumulated deficit                                                         (909,772)         (300,949)
   Cost of common shares in treasury, 380,325 and 220,825 shares               (166,140)          (96,838)
   Less: Receivables for shares sold                                           (900,000)         (900,000)
              Receivable relating to Eastwind claim                                   0          (118,000)
                                                                         --------------     -------------
                                       Total Stockholders' Deficiency        (1,271,666)         (716,041)
                                                                         --------------     -------------
                       Total Liabilities and Stockholders' Deficiency       $ 7,351,833       $ 8,221,238
                                                                         ==============     =============
</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 Sept 30    Nine Months Ended Sept 30
                                                              2001           2000           2001          2000
                                                         ------------    -----------    -----------   -----------
<S>                                                      <C>             <C>            <C>           <C>
Net Sales to Customers                                   $  2,875,566    $ 3,420,121    $ 9,188,268   $ 9,698,143
Cost of Goods Sold                                          2,211,945      2,790,283      7,095,215     7,469,936
                                                         ------------    -----------    -----------   -----------
                                         Gross Profit         663,621        629,838      2,093,053     2,228,207

Selling, General and Administrative Expenses                  707,262        585,698      2,146,983     1,710,427
Corporate Expenses                                            467,936        204,714        772,712       404,520
                                                         ------------    -----------    -----------   -----------
                              Operating (Loss) Income        (511,577)      (160,574)      (826,642)      113,260

Other Income (Expense):
   Interest expense                                          (124,369)      (127,151)      (361,321)     (382,980)
   Rental income                                               80,214         57,061        215,589       182,685
                                                         ------------    -----------    -----------   -----------
                     (Loss) Income Before Tax Expense        (555,732)      (230,664)      (972,374)      (87,035)

Income Tax (Benefit) Expense                                 (226,710)       (92,000)      (388,510)      (21,800)
                                                         ------------    -----------    -----------   -----------
                                    Net (Loss) Income    $   (329,022)   $  (138,664)   $  (583,864)  $   (65,235)
                                                         ============    ===========    ===========   ===========

Net (loss) earnings per Common Share:
      Basic                                              $      (0.14)   $     (0.07)   $     (0.26)  $     (0.04)
                                                         ============    ===========    ===========   ===========

      Diluted                                            $      (0.14)   $     (0.07)   $     (0.26)  $     (0.04)
                                                         ============    ===========    ===========   ===========

Weighted average number of common shares outstanding:

      Basic                                                 2,607,758      2,256,355      2,615,641     2,224,316
                                                         ============    ===========    ===========   ===========

      Diluted                                               2,607,758      2,256,355      2,615,641     2,224,316
                                                         ============    ===========    ===========   ===========
</TABLE>


See notes to consolidated condensed financial statements

                                       4
<PAGE>

ConMat Technologies, Inc. and Subsidiary
Consolidated Condensed Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
                                                                   Nine Months Ended Sept 30
                                                                  ----------------------------
                                                                       2001            2000
                                                                  ------------      ----------
<S>                                                               <C>               <C>
Cash Flows from Operating Activities:
   Net (loss) earnings                                            $   (583,864)     $  (65,235)
   Adjustments to reconcile to net cash provided by (used in)
      operating activities:
         Depreciation and amortization                                 217,251         212,425
   Changes in assets and liabilities:
      (Increase) decrease in assets
         Accounts receivable                                           615,749         450,836
         Write-off of receivable relating to Eastwind claim            118,000
         Inventories                                                   153,245        (154,679)
         Prepaid expenses                                               (1,354)       (113,353)
         Other assets                                                  (27,705)        (28,853)
      Increase (decrease) in liabilities
         Accounts payable                                              306,764         524,912
         Accrued expenses                                             (442,392)         41,668
                                                                  ------------      ----------
                     Net Cash Provided By Operating Activities         355,694         867,721

Cash Flows from Investing Activities:
   Purchase of property and equipment                                 (115,640)       (279,138)
                                                                  ------------      ----------
                         Net Cash Used In Investing Activities        (115,640)       (279,138)

Cash Flows from Financing Activities:
   Net borrowings (repayments) under lines of credit                   (16,248)       (199,561)
   Repayments of term notes                                            (90,868)       (170,665)
   Repayments of capital lease obligations                             (59,203)        (70,748)
   Purchases of treasury stock                                         (69,302)
   Payments of Series B preferred dividends                            (10,000)        (10,000)
   Payments of Series C preferred dividends                            (24,959)
   Recapitalization costs                                               (5,000)
   Proceeds from sale of common stock                                                   47,500
   Offering costs associated with Series C preferred stock                             (59,091)
                                                                  ------------      ----------
                         Net Cash Used In Financing Activities        (275,580)       (462,565)

            Net (Decrease) Increase in Cash & Cash Equivalents         (35,526)        126,018

Cash and Cash Equivalents at Beginning of Period                       153,038         101,592
                                                                  ------------      ----------
Cash and Cash Equivalents at End of Period                        $    117,512      $  227,610
                                                                  ============      ==========

Supplemental Cash Flow Information:
   Cash paid for interest                                         $    361,321      $  382,981
                                                                  ============      ==========
   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 September 30, 2001 and 2000, and for the three and nine 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 nine months ended September 30, 2001 are not necessarily indicative of
the results that may be expected for any future period. The balance sheet at
December 31, 2000 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, 2000. The results of
operations for the three and nine months ended September 30, 2001 are not
necessarily indicative of the operating results, which may be achieved for the
full year.

NOTE B - EARNINGS (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.




                                       6
<PAGE>

The following are basic and diluted (loss) earnings per share calculations for
the periods presented.
<TABLE>
<CAPTION>
                                                              Three Months Ended Sept 30         Nine Months Ended Sept 30
                                                             ----------------------------      ----------------------------
                                                                2001              2000            2001              2000
                                                             -----------      -----------      -----------      -----------
<S>                                                          <C>              <C>              <C>              <C>
Earnings per Share - Basic:
   Net (loss) income                                         $  (329,022)     $  (138,664)     $  (583,864)     $   (65,235)
   Dividends on preferred shares                                 (33,877)         (10,000)        (101,631)         (30,000)
                                                             -----------      -----------      -----------      -----------
   Net (loss) income available to common shareholders        $  (362,899)     $  (148,664)     $  (685,495)     $   (95,235)
                                                             ===========      ===========      ===========      ===========

   Weighted average shares outstanding                         2,607,758        2,256,355        2,615,641        2,224,316
                                                             ===========      ===========      ===========      ===========

                         Basic (Loss) Earnings Per Share     $     (0.14)     $     (0.07)     $     (0.26)     $     (0.04)
                                                             ===========      ===========      ===========      ===========

Earnings per Share - Diluted:
   Net (loss) income available to common shareholders        $  (362,899)     $  (148,664)     $  (685,495)     $   (95,235)
   Dividends on preferred shares
   Net (loss) income available to common shareholders
                                                             -----------      -----------      -----------      -----------
      after assumed conversions                              $  (362,899)     $  (148,664)     $  (685,495)     $   (95,235)
                                                             ===========      ===========      ===========      ===========

   Weighted average shares outstanding                         2,607,758        2,256,355        2,615,641        2,224,316
   Dilutive effect of preferred stock
   Dilutive effect of stock options and warrants
                                                             -----------      -----------      -----------      -----------
      Diluted average shares outstanding                       2,607,758        2,256,355        2,615,641        2,224,316
                                                             ===========      ===========      ===========      ===========

                       Diluted (Loss) Earnings Per Share     $     (0.14)     $     (0.07)     $     (0.26)     $     (0.04)
                                                             ===========      ===========      ===========      ===========
</TABLE>

NOTE C - 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 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. Among the other named defendants is Paul A. DeJuliis, President of ConMat
and the former Chief Executive Officer of Eastwind. 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. An evidentiary
hearing is scheduled on January 17, 2002 to resolve Mr. Thach's claims against
Mr. DeJuliis.

                                       7
<PAGE>

     On January 22, 2001 the Bankruptcy Court appointed a Chapter 11 trustee to
oversee and administer The Eastwind Group, Inc. bankruptcy. The bankruptcy
trustee asserted claims against ConMat, including that the December 8, 1998
acquisition of Polychem was a fraudulent transaction. Management of ConMat
negotiated the terms of a settlement agreement with the bankruptcy trustee to
resolve the claims asserted, 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. The
bankruptcy court's decision concerning approval of the settlement agreement is
currently pending. The proposed settlement agreement contemplates 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. If the settlement agreement is
approved by the bankruptcy court and all other applicable approvals and consents
are obtained, ConMat intends to fund 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. There can be
no assurances that the settlement agreement will be approved or that the
transactions described above will be consummated.

     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. Among other named
defendants is Paul A. DeJuliis, President of ConMat and former Chief Executive
Officer of Eastwind. 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.



                                       8
<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;
     o price pressures; and
     o fluctuations in exchange rates or foreign currencies.

         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 September 30, 2001 and
2000

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

                                                  Three Months Ended Sept 30
                                                -----------------------------
                                                  2001                 2000
                                                --------              -------
Net Sales                                         100.0%               100.0%
Cost of Goods Sold                                 76.9                 81.6
Gross Profit                                       23.1                 18.4
Selling and Administration                         24.6                 17.1
Interest Expense                                    4.3                  3.7
Other Expense                                      13.5                  4.3
Income Tax (Benefit) Expense                       (7.9)                (2.7)
                                                --------              -------
Net (Loss) Income                                 (11.4)%               (4.0)%
                                                ========              =======

                                       9
<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.

         Total revenues decreased $546,000 or 15.9% to $2,876,000 for the three
months ended September 30, 2001 from $3,420,000 for the three months ended
September 30, 2000. The Company continued to experience lower than anticipated
revenues as certain projects were delayed into the final calendar quarter of
2001 or early into calendar year 2002 as well as higher than normal revenues in
the three-month period ended September 30, 2000. In addition, the terrorist
attacks in the United States early in September caused additional delays in
shipping/delivery schedules at the end of the current three-month period.
Polychem ended the third quarter of 2001 with an order backlog of $6,300,000
compared to $9,700,000 at the end of the comparable quarter in 2000.

         Gross profit increased by $34,000 or 5.4% to $664,000 for the
three-month period ended September 30, 2001 from $630,000 for the three months
ended September 30, 2000. Gross profit increased as a percentage of sales to
23.1% for the three-month period ended September 30, 2001 from 18.4% for the
three months ended September 30, 2000. Polychem's cost of good sold as a
percentage of sales decreased from 81.6% for the three months ended September
30, 2000 to 76.9% in the quarter just ended. The slight dollar increase in gross
profit despite lower revenues is the direct result of very negative results
during the three months ended September 30, 2000. Gross margins are still
somewhat below anticipated levels resulting from lower revenues being unable to
cover fixed manufacturing overheads and increased pricing pressures both
domestically and internationally. In the international marketplace, the strong
US Dollar has created even more pressure to lower selling price to compete with
local manufacturers. Polychem bids and invoices almost exclusively in US
Dollars. Other factors causing increases in the cost of sales are higher freight
costs associated with partial shipments and some unexpected inefficiencies in
manufacturing labor.

         Selling and administrative expenses increased by $122,000 or 20.7% to
$707,000 for the three month period ended September 30, 2001 from $586,000 for
the comparable quarter in 2000. As a percentage of revenues, selling and
administrative expenses increased to 24.6% for the three-month period ended
September 30, 2001 from 17.1% for the three months ended September 30, 2000.
This increase is the result of additions to the administrative staff and
increased travel related expenses. Polychem has been increasing its expenditures
in the cultivation of additional business opportunities throughout the Pacific
Rim. The administrative staff increases resulted from strategic replacements of
individuals who left the organization in the first six months of 2000. Selling
and administrative expenses have also increased in comparison to prior years as
a result of the discontinuance of certain inter-departmental billings from
administration to the manufacturing departments.

         Corporate expenses increased by $263,000 from $205,000 for the three
months ended September 30, 2000 to $468,000 for the three months ended September
30, 2001. During the current three-month period, the Company wrote off the
$193,000 receivable relating to the Eastwind bankruptcy as it is now deemed to
be unrecoverable. There were also approximately $127,000 of prepaid expenses
that related to certain acquisition and stock-related activities that have been
discontinued and were therefore expensed. There were slight decreases from the
prior year related to professional fees (primarily legal). ConMat continues to
incur legal expenses in the defense of several lawsuits that relate to ConMat's
acquisition of Polychem.

                                       10
<PAGE>

         Interest expense for the three-month period ended September 30, 2001
decreased $3,000 or 2.2%, to $124,000 from $127,000 for the comparable quarter
in 2000. The lower expense reflects somewhat lower borrowing levels and an
overall decrease in interest rates.

         ConMat recognized a net loss of $329,000 for the three-month period
ended September 30, 2001. For the comparable quarter in 2000, ConMat reported a
loss of $139,000.

Results of Operations For The Nine-Month Periods Ended September 30, 2001 and
2000

         The following table sets forth certain statement of operation items as
a percentage of net sales for the period indicated:
                                                   Nine Months Ended Sept 30
                                                  ---------------------------
                                                    2001                2000
                                                  -------             -------
Net Sales                                          100.0%              100.0%
Cost of Goods Sold                                  77.2                77.0
Gross Profit                                        22.8                23.0
Selling and Administration                          23.4                17.6
Interest Expense                                     3.9                 4.0
Other Expense                                        6.1                 2.3
Income Tax (Benefit) Expense                        (4.2)               (0.2)
                                                  -------             -------
Net (Loss) Income                                   (6.4)%              (0.7)%
                                                  =======             =======

         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.

         Total revenues decreased $510,000 or 5.3% to $9,188,000 for the nine
months ended September 30, 2001 from $9,698,000 for the nine months ended
September 30, 2000. The Company continued to experience lower than anticipated
revenues as certain projects were delayed into the final calendar quarter of
2001 or early into calendar year 2002 as well as higher than normal revenues in
the nine-month period ended September 30, 2000. In addition, the terrorist
attacks in the United States early in September caused additional delays in
shipping/delivery schedules at the end of the current nine-month period.
Polychem's order backlog at September 30, 2001 was $6,300,000 compared to
$9,700,000 at September 30, 2000.

         Gross profit decreased by $135,000 or 6.1% to $2,093,000 for the
nine-month period ended September 30, 2001 from $2,228,000 for the nine months
ended September 30, 2000. Gross profit decreased as a percentage of sales to
22.8% for the nine-month period ended September 30, 2001 from 23.0% for the nine
months ended September 30, 2000. Polychem's cost of good sold as a percentage of
sales increased from 77.0% for the nine months ended September 30, 2000 to 77.2%
in the nine month period ended September 30, 2001. The degradation in gross
margin is the result of lower revenues for the six month period from April 1,
2001 through September 30, 2001 being unable to cover fixed manufacturing
overheads for the same period resulting in lower margins for the nine month
period ended September 30, 2001. The decrease is also the result of increased
pricing pressures both domestically and internationally. In the international
marketplace, the strong US Dollar has created even more pressure to lower
selling price to compete with local manufacturers. Polychem bids and invoices
almost exclusively in US Dollars. Other factors causing increases in the cost of
sales are higher freight costs associated with partial shipments and some
unexpected inefficiencies in manufacturing labor.

                                       11
<PAGE>

         Selling and administrative expenses increased by $437,000 or 25.5% to
$2,147,000 for the nine-month period ended September 30, 2001 from $1,710,000
for the nine-month period ended September 30, 2000. As a percentage of revenues,
selling and administrative expenses increased to 23.4% for the nine-month period
ended September 30, 2001 from 17.6% for the nine months ended September 30,
2000. This increase is the result of additions to the administrative staff and
increased travel related expenses. Polychem has been increasing its expenditures
in the cultivation of additional business opportunities throughout the Pacific
Rim. The administrative staff increases resulted from strategic replacements of
individuals who left the organization in the first nine months of 2000. Selling
and administrative expenses have also increased in comparison to prior years as
a result of the discontinuance of certain inter-departmental billings from
administration to the manufacturing departments.

         Corporate expenses increased $368,000 from $405,000 for the nine months
ended September 30, 2000 to $773,000 for the nine months ended September 30,
2001. During the current period, the Company wrote off the $193,000 receivable
relating to the Eastwind bankruptcy as it is now deemed to be unrecoverable.
There were also approximately $127,000 of prepaid expenses that related to
certain acquisition and stock-related activities that have been discontinued and
were therefore expensed. Increases in this area are related to professional fees
(primarily legal) and increased insurance expenses. ConMat continues to incur
legal expenses in the defense of several lawsuits that relate to ConMat's
acquisition of Polychem.

         Interest expense for the nine-month period ended September 30, 2001
decreased $22,000 or 5.7%, to $361,000 from $383,000 for the nine months ended
September 30, 2000. The lower expense reflects somewhat lower borrowing levels
and an overall decrease in interest rates. Interest expense as a percentage of
total revenues remained constant at 3.9% in the nine-month period ended
September 30, 2001 and the nine-month period ended September 30, 2000.

         ConMat recognized a net loss of $391,000 for the nine-month period
ended September 30, 2001. For the nine months ended September 30, 2000, ConMat
reported a loss of $65,000.

Liquidity and Capital Resources

         ConMat realized a net cash decrease of $35,000 for the nine-month
period ended September 30, 2001. For the comparable period in 2000, ConMat
realized a net cash increase of $126,000. ConMat's primary source of working
capital is a credit facility of up to $3 million, subject to a lending formula
limit, secured by Polychem's receivables and inventory. As of September 30,
2001, the maximum borrowing amount was $2,616,000 and the outstanding balance
was $2,453,000. ConMat's current ratio as of September 30, 2001 is .89 as
compared to 1.01 at December 31, 2000. ConMat is presently in a negative working
capital position of $705,000. The Company's financial condition is weak.
Management is presently evaluating various alternatives to improve the financial
condition of the Company. Asset sales, cost reductions and possible
reorganizations are among those alternatives being considered at this time.
Failure of the occurrence of these events would have a material adverse effect
on the Company's financial condition. The Company's credit facility expired on
September 30, 2001. The Company has been granted an interim extension of the
previous credit facility with GE Capital Corporation, the lender, through
January 31, 2002. The extension has imposed some additional financial
restrictions and limitations on the Company generally in the form of additional
reserves against maximum borrowing amount. GE Capital Corporation's
discontinuance of this extension would have a material adverse effect on the
Company's financial condition. ConMat has no commitments for significant capital
expenditures in the foreseeable future.

                                       12
<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 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. Among the other named defendants is Paul A. DeJuliis, President
of ConMat and the former Chief Executive Officer of Eastwind. 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. An
evidentiary hearing is scheduled on January 17, 2002 to resolve Mr. Thach's
claims against Mr. DeJuliis.

         On January 22, 2001 the Bankruptcy Court appointed a Chapter 11 trustee
to oversee and administer The Eastwind Group, Inc. bankruptcy. The bankruptcy
trustee asserted claims against ConMat, including that the December 8, 1998
acquisition of Polychem was a fraudulent transaction. Management of ConMat
negotiated the terms of a settlement agreement with the bankruptcy trustee to
resolve the claims asserted, 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. The
bankruptcy court's decision concerning approval of the settlement agreement is
currently pending. The proposed settlement agreement contemplates 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. If the settlement agreement is
approved by the bankruptcy court and all other applicable approvals and consents
are obtained, ConMat intends to fund 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. There can be
no assurances that the settlement agreement will be approved or that the
transactions described above will be consummated.

         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. Among other named
defendants is Paul A. DeJuliis, President of ConMat and former Chief Executive
Officer of Eastwind. 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.

Item 2.    Changes in Securities.

                  Not Applicable.

                                       13

<PAGE>


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

                      None

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

                                       14

<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: December 20, 2001         By: /s/ Paul A. De Juliis
                                          ----------------------
                                          Paul A. DeJuliis,
                                          President and Chief Executive
                                          Officer (Principal Executive Officer)




      Date: December 20, 2001        By: /s/ Thomas C. Morral, Jr.
                                         -------------------------
                                         Thomas C. Morral, Jr.,
                                         Vice President and Chief Financial
                                         Officer (Principal Financial and
                                         Accounting Officer)


                                       15