<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q
                                    ---------

               Quarterly Report pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

                  For the Quarterly Period Ended March 31, 2001

                          Commission File No. 333-27665

                         CONTINENTAL GLOBAL GROUP, INC.
                         -------------------------------
             (Exact Name of Registrant as Specified in its Charter)

              Delaware                                        31-1506889
              --------                                        ----------
   (State or other Jurisdiction of                         (I.R.S. Employer
   Incorporation or Organization)                        Identification No.)

                    CO-REGISTRANTS AND SUBSIDIARY GUARANTORS


Continental Conveyor & Equipment Company           Delaware         34-1603197
Goodman Conveyor Company                           Delaware         34-1603196

<TABLE>
<S>                                             <C>                       <C>

Continental Global Group, Inc.      Continental Conveyor &               Goodman Conveyor Company
Company                              Equipment                           Route 178 South
438 Industrial Drive                 438 Industrial Drive                Belton, South Carolina 29627
Winfield, Alabama 35594              Winfield, Alabama 35594             (864) 338-7793
(205) 487-6492                       (205) 487-6492

</TABLE>

  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

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 twelve 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 (  )

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practical date.

As of April 30, 2001, there were 100 shares of the registrant's common stock
outstanding.






<PAGE>   2


                                      INDEX

                         CONTINENTAL GLOBAL GROUP, INC.

<TABLE>
<CAPTION>

                                                                                                              Page
Part I      Financial Information                                                                            Number

<S>                    <C>                                                                                  <C>
            Item 1        Financial Statements (Unaudited)                                                       1

                          Condensed Consolidated Balance Sheets
                          March 31, 2001 and December 31, 2000                                                   2

                          Condensed Consolidated Statements of Operations
                          Three Months ended March 31, 2001 and 2000                                             3

                          Condensed Consolidated Statements of Cash Flows
                          Three Months ended March 31, 2001 and 2000                                             4

                          Notes to Condensed Consolidated Financial Statements                                5-13

            Item 2        Management's Discussion and Analysis of Financial Condition and Results of
                          Operations                                                                         14-16

            Item 3        Quantitative and Qualitative Disclosures about Market Risk                            17

Part II     Other Information

            Item 6        Exhibits and Reports on Form 8-K                                                      18

            Signatures                                                                                          19


</TABLE>






<PAGE>   3



PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

























































                                       1



<PAGE>   4



                         Continental Global Group, Inc.

                      Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>


                                                                         March 31            December 31
                                                                           2001                 2000
                                                                    -------------------- --------------------
                                                                        (Unaudited)           (Audited)

<S>                                                                    <C>                  <C>
ASSETS:
Current assets:
   Cash and cash equivalents                                           $    17,069,940      $    16,941,949
   Accounts receivable, net                                                 27,698,635           28,468,042
   Inventories                                                              30,077,632           28,076,134
   Other current assets                                                        633,950              632,012
                                                                    -------------------- --------------------
Total current assets                                                        75,480,157           74,118,137

Property, plant and equipment                                               24,894,170           26,162,365
Less accumulated depreciation                                               11,351,410           11,575,056
                                                                    -------------------- --------------------
                                                                            13,542,760           14,587,309

Goodwill, net                                                               16,931,171           17,922,783
Deferred financing costs                                                     3,119,413            3,249,389
Other assets                                                                   229,419              258,437
                                                                    -------------------- --------------------

                                                                        $  109,302,920       $  110,136,055
                                                                    ==================== ====================
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT):
Current liabilities:
   Notes payable                                                       $    14,999,420      $    15,630,900
   Trade accounts payable                                                   17,018,703           17,463,905
   Accrued compensation and employee benefits                                4,649,277            4,648,933
   Accrued interest on senior notes                                          6,600,000            3,300,000
   Deferred income taxes                                                     1,401,104            1,594,089
   Other accrued liabilities                                                 4,604,471            3,398,710
   Current maturities of long-term obligations                               1,568,302            1,931,676
                                                                    -------------------- --------------------
Total current liabilities                                                   50,841,277           47,968,213

Deferred income taxes                                                           98,494              440,894
Senior notes                                                               120,000,000          120,000,000
Other long-term obligations, less current maturities                         2,667,485            2,790,135

Stockholder's equity (deficit):
   Common stock, $0.01 par value, authorized 5,000,000 shares,
     issued and outstanding 100 shares                                               1                    1
   Paid-in capital                                                           1,993,687            1,993,687
   Accumulated deficit                                                     (59,835,744)         (58,195,967)
   Accumulated other comprehensive loss                                     (6,462,280)          (4,860,908)
                                                                    -------------------- --------------------
                                                                           (64,304,336)         (61,063,187)
                                                                    -------------------- --------------------
                                                                        $  109,302,920       $  110,136,055
                                                                    ==================== ====================

</TABLE>


See notes to condensed consolidated financial statements.



                                       2


<PAGE>   5



                         Continental Global Group, Inc.

                 Condensed Consolidated Statements of Operations

<TABLE>
<CAPTION>

                                                                     Three months ended March 31
                                                                       2001                2000
                                                                ------------------- -------------------
                                                                             (Unaudited)

<S>                                                                 <C>                 <C>
Net sales                                                           $  38,938,329       $  42,259,302
Cost of products sold                                                  31,822,155          35,592,009
                                                                ------------------- -------------------
Gross profit                                                            7,116,174           6,667,293

Operating expenses:
   Selling and engineering                                              2,932,795           3,342,135
   General and administrative                                           2,143,024           2,396,308
   Management fee                                                         130,290              78,476
   Amortization expense                                                   147,779             156,234
   Restructuring charges                                                        -              44,068
                                                                ------------------- -------------------
Total operating expenses                                                5,353,888           6,017,221
                                                                ------------------- -------------------
Operating income                                                        1,762,286             650,072

Other expenses:
   Interest expense                                                     3,865,996           3,947,202
   Interest income                                                       (229,146)           (244,862)
   Miscellaneous, net                                                     207,714             (26,593)
                                                                ------------------- -------------------
Total other expenses                                                    3,844,564           3,675,747
                                                                ------------------- -------------------
Net loss before income taxes                                           (2,082,278)         (3,025,675)
Income tax benefit                                                       (442,501)                  -
                                                                ------------------- -------------------

Net loss                                                           $   (1,639,777)      $  (3,025,675)
                                                                =================== ===================

</TABLE>

See notes to condensed consolidated financial statements.





                                        3

<PAGE>   6


                         Continental Global Group, Inc.

                 Condensed Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>

                                                                         Three months ended March 31
                                                                         2001                   2000
                                                                 ---------------------- ---------------------
                                                                                 (Unaudited)
<S>                                                                    <C>                   <C>
Operating activities:
   Net loss                                                            $   (1,639,777)       $   (3,025,675)
   Adjustments to reconcile net loss to net cash provided by
     operating activities:
     Provision for depreciation and amortization                              713,220               834,971
     Amortization of deferred financing costs                                 129,976               129,975
     Deferred income taxes                                                   (442,501)                    -
     Gain on disposal of assets                                                (3,786)              (30,720)
     Changes in operating assets and liabilities                            2,077,121             4,562,279
                                                                 ---------------------- ---------------------
Net cash provided by operating activities                                     834,253             2,470,830
                                                                 ---------------------- ---------------------

Investing activities:
   Purchases of property, plant, and equipment                               (171,704)             (304,269)
   Proceeds from sale of property, plant, and equipment                        40,499               103,484
                                                                 ---------------------- ---------------------
Net cash used in investing activities                                        (131,205)             (200,785)
                                                                 ---------------------- ---------------------

Financing activities:
   Net increase (decrease) in borrowings on notes payable                    (299,316)            3,526,672
   Principal payments on long-term obligations                               (295,179)             (527,032)
                                                                 ---------------------- ---------------------
Net cash provided by (used in) financing activities                          (594,495)            2,999,640
Effect of exchange rate changes on cash                                        19,438                (8,215)
                                                                 ---------------------- ---------------------
Increase in cash and cash equivalents                                         127,991             5,261,470
Cash and cash equivalents at beginning of period                           16,941,949            18,299,610
                                                                 ---------------------- ---------------------

Cash and cash equivalents at end of period                              $  17,069,940        $   23,561,080
                                                                 ====================== =====================

See notes to condensed consolidated financial statements.


</TABLE>



                                       4
<PAGE>   7

                         Continental Global Group, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 March 31, 2001

A.   BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month period ended March 31, 2001
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2001. For further information, refer to the consolidated
financial statements and footnotes of Continental Global Group, Inc. and
subsidiaries for the year ended December 31, 2000, included in the Form 10-K
filed by the Company on April 2, 2001.

B.       USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.

C.  DERIVATIVE INSTRUMENTS

Effective January 1, 2001, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
Activities" which was issued in June 1998 by the Financial Accounting Standards
Board, as amended by SFAS 137, "Accounting for Derivative Instruments and
Hedging Activities - Deferral of Effective Date of SFAS 133" and SFAS 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities."
Adoption of SFAS 133 did not have a material effect on earnings or financial
position of the Company. In accordance with the transition provisions in SFAS
133, the Company recorded the previously unrecognized fair market value of a
foreign currency forward contract. The effect of the adjustment to record the
fair value of the foreign currency forward contract was entirely offset by the
adjustment to other comprehensive income at the date of adoption. Accordingly,
the net cumulative-effect adjustment to net loss was zero.

As a result of the adoption of SFAS 133, the Company is required to recognize
all derivative financial instruments as either assets or liabilities at fair
value. Derivative instruments that are not hedges must be adjusted to fair value
through net income. Under the provisions of SFAS 133, changes in fair value of
derivative instruments that are classified as fair value hedges are offset
against changes in the fair value of the hedged assets, liabilities, or firm
commitments, through net income. Changes in the fair value of derivative
instruments that are classified as cash flow hedges are recognized in other
comprehensive income until such time as the hedged items are recognized in net
income. The ineffective portions of a derivative instrument's change in fair
value are immediately recognized in net income.

                                       5

<PAGE>   8
                         Continental Global Group, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 March 31, 2001


C.  DERIVATIVE INSTRUMENTS (Continued)

The Company uses forward exchange contracts (principally against the Australian
dollar and the U.S. dollar) to hedge certain firm sales commitments of its
foreign subsidiaries. Foreign currency forward contracts reduce the Company's
exposure to the risk that the eventual net cash inflows resulting from the sale
of products denominated in a currency other than the functional currency of the
respective business will be adversely impacted by changes in exchange rates.

At March 31, 2001, the Company is party to a foreign currency forward contract
maturing during 2001. The counterparty to the contract is a major U.S.
commercial bank. Management believes that losses related to credit risk is
remote. The Company entered into the foreign currency forward contract to hedge
certain firm sales commitments denominated in a foreign currency. The fair value
of the Company's foreign currency forward contract is estimated based on the
quoted market price of a comparable contract.

The fair value of the forward contract is included in other accrued liabilities
on the March 31, 2001 balance sheet. There was no hedge ineffectiveness
recognized in the statement of operations during the current quarter. Based on
the maturity of the contract and the nature of the hedging relationship, the
unrecognized amounts in accumulated other comprehensive loss will be
reclassified into the statement of operations during 2001 at the time the firm
commitment is recognized.

D.       INVENTORIES

Inventories, which consist of raw materials, manufactured and purchased parts,
and work in process, are stated at the lower of cost or market. Since inventory
records are maintained on a job order basis, it is not practical to segregate
inventories into their major classes. The cost for approximately 64% and 62% of
inventories at March 31, 2001 and December 31, 2000, respectively, is determined
using the last-in, first-out (LIFO) method with the remainder determined using
the first-in, first-out (FIFO) method. Had the FIFO method of inventory (which
approximates replacement cost) been used to cost all inventories, inventories
would have increased by approximately $1,682,000 and $1,690,000 at March 31,
2001 and December 31, 2000, respectively.



                                       6
<PAGE>   9


                         Continental Global Group, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 March 31, 2001

E.       RESTRUCTURING CHARGES

The Company incurred restructuring charges of approximately $44,000 in the first
three months of 2000 related to its Australian and United Kingdom subsidiaries.
Total restructuring charges incurred to date total approximately $2,715,000. In
1998, the Company executed a plan to close certain Australian manufacturing
facilities and merge the operations with other existing facilities; in 1999 and
2000, the Company made further reductions in office staff and facilities. In the
United Kingdom, following the acquisition of Huwood International (Huwood) in
August 1998, the Company consolidated its existing operations and facilities
into the Huwood operations. These restructuring charges consist primarily of
severance of approximately 220 employees and relocation costs. As of March 31,
2001, the Company's Australian and United Kingdom subsidiaries have paid
approximately $2,576,000 of the charges incurred to date.

F.       COMPREHENSIVE LOSS

The components of comprehensive loss for the three months ended March 31, 2001
and 2000 are as follows:

<TABLE>
<CAPTION>

                                                             Three months ended March 31
                                                              2001                2000
                                                           --------------- --------------------

<S>                                                         <C>                  <C>
Net loss                                                    $ (1,639,777)        $ (3,025,675)
Other comprehensive income (loss):
   Foreign currency translation adjustment                    (1,480,496)            (941,073)
   Change in fair value of derivative hedge (net of tax)        (120,876)                   -
                                                           --------------- --------------------

Comprehensive loss                                         $  (3,241,149)        $ (3,966,748)
                                                           =============== ====================

</TABLE>

G.       INCOME TAXES

Effective October 6, 2000, the Company and its domestic subsidiaries elected C
Corporation status for United States income tax purposes. Since that date,
income taxes have been provided using the liability method in accordance with
FASB Statement No. 109, "Accounting for Income Taxes". Prior to October 6, 2000,
the Company and its domestic subsidiaries had elected Subchapter S Corporation
Status for United States income tax purposes. Accordingly, the Company's United
States operations were not subject to income taxes as separate entities. The
Company's United States income, through October 6, 2000, was included in the
income tax returns of the sole stockholder.

For tax reporting purposes, the Company will be included in the consolidated
federal tax return of N.E.S. Investment Co. However, for financial reporting
purposes, the Company's tax provision has been calculated on a stand-alone
basis.

The Company has subsidiaries located in Australia, the United Kingdom, and South
Africa, which are subject to income taxes in their respective countries.




                                       7
<PAGE>   10


                         Continental Global Group, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 March 31, 2001

H.       SEGMENT INFORMATION

While the Company primarily manages its operations on a geographical basis, the
Company operates in two principal business segments: conveyor equipment and
manufactured housing products. The conveyor equipment business markets its
products in four main business areas. The mining equipment business area
includes the design, manufacture and testing (and, outside the United States,
installation and maintenance) of complete belt conveyor systems and components
for mining application primarily in the coal industry. The conveyor components
business area manufactures and sells components for conveyor systems primarily
for resale through distributor networks. The engineered systems business area
uses specialized project management and engineering skills to combine mining
equipment products, purchased equipment, steel fabrication and other outside
services for sale as complete conveyor equipment systems that meet specific
customer requirements. The bulk conveyor equipment business area designs and
manufactures a complete range of conveyor equipment sold to transport bulk
materials, such as cement, lime, food products and industrial waste.

The Company's manufactured housing products business manufactures and/or
refurbishes axle components sold directly to the manufactured housing industry.
As part of this segment the Company also sells mounted tires and rims to the
manufactured housing industry. Included in the other category is primarily the
manufacture and sale of air filtration equipment for use in enclosed
environments, principally in the textile industry. The manufacturing
requirements for these products are generally compatible with conveyor equipment
production and thus maximize utilization of the Company's manufacturing
facilities for its primary products.

<TABLE>
<CAPTION>

                                                         Three months ended March 31
                                                        2001              2000
                                                   ---------------- -----------------
                                                            (in thousands)
<S>                                                     <C>               <C>
Net sales:
   Conveyor equipment                                   $  35,948         $  35,285
   Manufactured housing products                            2,541             6,231
   Other                                                      449               743
                                                   ---------------- -----------------
Total net sales                                         $  38,938         $  42,259
                                                   ================ =================

Segment operating income:
   Conveyor equipment                                  $    2,319        $    1,138
   Manufactured housing products                                6                72
   Other                                                       17                43
                                                   ---------------- -----------------
Total segment operating income                              2,342             1,253
   Management fee                                             130                78
   Amortization expense                                       148               156
   Restructuring charges                                        -                44
   Corporate expense                                          302               325
                                                   ---------------- -----------------
Total operating income                                      1,762               650
   Interest expense                                         3,866             3,947
   Interest income                                           (229)             (245)
   Miscellaneous, net                                         207               (26)
                                                   ---------------- -----------------
Net loss before income taxes                           $   (2,082)       $   (3,026)
                                                   ================ =================

</TABLE>



                                       8





<PAGE>   11

                         Continental Global Group, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 March 31, 2001

I.       GUARANTOR AND NON-GUARANTOR SUBSIDIARIES

The Company's domestic subsidiaries, Continental Conveyor & Equipment Company
(CCE) and Goodman Conveyor Company (GCC), and certain of its Australian
subsidiaries, all of which are wholly owned, are the guarantors of the $120
million Senior Notes. The guarantees are full, unconditional, and joint and
several. Separate financial statements of these guarantor subsidiaries are not
presented as management has determined that they would not be material to
investors. The Company's United Kingdom and South African subsidiaries are not
guarantors of the Senior Notes.

Summarized consolidating balance sheets as of March 31, 2001 and December 31,
2000 for the Company, the guarantor subsidiaries, and the non-guarantor
subsidiaries are as follows (in thousands):

<TABLE>
<CAPTION>

                                                 Combined        Combined
                                                 Guarantor     Non-Guarantor
March 31, 2001:                 The Company    Subsidiaries    Subsidiaries    Eliminations       Total
                              -------------------------------------------------------------------------------
<S>                                <C>           <C>             <C>            <C>             <C>
Current assets:
   Cash and cash equivalents       $  16,380     $       554     $       136    $          -    $    17,070
   Accounts receivable, net                -          21,634           6,112             (47)        27,699
   Inventories                             -          26,881           3,196               -         30,077
   Other current assets                    6             908             173            (453)           634
                              -------------------------------------------------------------------------------
Total current assets                  16,386          49,977           9,617            (500)        75,480
Property, plant, and
   equipment, net                          -           9,614           3,929               -         13,543
Goodwill, net                              -          16,304             627               -         16,931
Investment in subsidiaries            60,009          16,043               -         (76,052)             -
Deferred financing costs               3,119               -               -               -          3,119
Other assets                           2,910           2,821             311          (5,812)           230
                              -------------------------------------------------------------------------------
Total assets                       $  82,424       $  94,759       $  14,484      $  (82,364)    $  109,303
                              ===============================================================================
Current liabilities:
   Notes payable               $           -       $  12,877      $    3,536     $    (1,414)   $    14,999
   Trade accounts payable                384          11,864           4,808             (37)        17,019
   Accrued compensation and
     employee benefits                     -           4,089             560               -          4,649
   Accrued interest                    6,600               -               -               -          6,600
   Deferred income taxes                   -           1,401               -               -          1,401
   Other accrued liabilities             263           3,192           1,683            (533)         4,605
   Current maturities of
     long-term obligations                 -           1,537              31               -          1,568
                              -------------------------------------------------------------------------------
Total current liabilities              7,247          34,960          10,618          (1,984)        50,841
Deferred income taxes                      -           3,171               -          (3,072)            99
Senior Notes                         120,000               -               -               -        120,000
Other long-term obligations                -           2,629           1,100          (1,062)         2,667
Stockholder's equity                 (44,823)         53,999           2,766         (76,246)       (64,304)
(deficit)
                              -------------------------------------------------------------------------------
Total liabilities and
   stockholder's equity
   (deficit)                       $  82,424       $  94,759       $  14,484      $  (82,364)    $  109,303
                              ===============================================================================

</TABLE>




                                       9




<PAGE>   12

                         Continental Global Group, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 March 31, 2001

I.  GUARANTOR AND NON-GUARANTOR SUBSIDIARIES (CONTINUED)

<TABLE>
<CAPTION>

                                                 Combined        Combined
                                                 Guarantor     Non-Guarantor
December 31, 2000:              The Company    Subsidiaries    Subsidiaries    Eliminations       Total
                              -------------------------------------------------------------------------------
<S>                                <C>           <C>             <C>            <C>             <C>
Current assets:
   Cash and cash equivalents       $  16,257     $       565     $       120    $          -    $    16,942
   Accounts receivable, net                -          23,981           4,534             (47)        28,468
   Inventories                             -          23,971           4,105               -         28,076
   Other current assets                   15           1,509              77            (969)           632
                              -------------------------------------------------------------------------------
Total current assets                  16,272          50,026           8,836          (1,016)        74,118
Property, plant, and
   equipment, net                          -          10,218           4,369               -         14,587
Goodwill, net                              -          17,193             730               -         17,923
Investment in subsidiaries            60,009          17,399               -         (77,408)             -
Deferred financing costs               3,249               -               -               -          3,249
Other assets                           1,424           1,951             358          (3,474)           259
                              -------------------------------------------------------------------------------
Total assets                       $  80,954       $  96,787       $  14,293      $  (81,898)    $  110,136
                              ===============================================================================
Current liabilities:
   Notes payable               $           -       $  13,831      $    3,270     $    (1,470)   $    15,631
   Trade accounts payable                385          11,777           5,646            (345)        17,463
   Accrued compensation and
     employee benefits                     -           4,086             563               -          4,649
   Accrued interest                    3,300               -               -               -          3,300
   Deferred income taxes                   -           1,594               -               -          1,594
   Other accrued liabilities             171           2,534           1,687            (993)         3,399
   Current maturities of
     long-term obligations                 -           1,883              49               -          1,932
                              -------------------------------------------------------------------------------
Total current liabilities              3,856          35,705          11,215          (2,808)        47,968
Deferred income taxes                      -           2,052               -          (1,611)           441
Senior Notes                         120,000               -               -               -        120,000
Other long-term obligations                -           2,747              43               -          2,790
Stockholder's equity
(deficit)                            (42,902)         56,283           3,035         (77,479)       (61,063)
                              -------------------------------------------------------------------------------
Total liabilities and
   stockholder's equity
   (deficit)                       $  80,954       $  96,787       $  14,293      $  (81,898)    $  110,136
                              ===============================================================================


</TABLE>








                                       10

<PAGE>   13


                         Continental Global Group, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 March 31, 2001

I.  GUARANTOR AND NON-GUARANTOR SUBSIDIARIES (CONTINUED)

Summarized consolidating statements of operations for the three months ended
March 31, 2001 and 2000, respectively, for the Company, the guarantor
subsidiaries, and the non-guarantor subsidiaries are as follows (in thousands):

<TABLE>
<CAPTION>

                                                          Combined       Combined
                                               The        Guarantor    Non-Guarantor
                                             Company    Subsidiaries   Subsidiaries   Eliminations     Total
                                          ------------- ------------- --------------- ------------- -------------
<S>                                       <C>             <C>              <C>             <C>        <C>
Three months ended March 31, 2001:
Net sales                                 $          -    $  32,497        $  6,441        $    -     $  38,938
Cost of products sold                                -       26,257           5,565             -        31,822
                                          ------------- ------------- --------------- ------------- -------------
Gross profit                                         -        6,240             876             -         7,116
Total operating expenses                           314        4,286             754             -         5,354
                                          ------------- ------------- --------------- ------------- -------------
Operating income (loss)                           (314)       1,954             122             -         1,762
Interest expense                                 3,441          375              50             -         3,866
Interest income                                   (229)           -               -             -          (229)
Miscellaneous, net                                 220           (9)             (4)            -           207
                                          ------------- ------------- --------------- ------------- -------------
Net income (loss) before income taxes           (3,746)       1,588              76             -        (2,082)
Income tax expense (benefit)                    (1,498)       1,056               -             -          (442)
                                          ------------- ------------- --------------- ------------- -------------
Net income (loss)                           $   (2,248)  $      532       $      76        $    -    $   (1,640)
                                          ============= ============= =============== ============= =============
</TABLE>

<TABLE>
<CAPTION>

                                                          Combined       Combined
                                               The        Guarantor    Non-Guarantor
                                             Company     Subsidiaries   Subsidiaries   Eliminations     Total
                                          ------------- ------------- --------------- ------------- -------------
<S>                                       <C>             <C>              <C>             <C>        <C>
Three months ended March 31, 2000:
Net sales                                 $         -     $  36,218        $  6,041        $    -     $  42,259
Cost of products sold                               -        30,131           5,461             -        35,592
                                          ------------- ------------- --------------- ------------- -------------
Gross profit                                        -         6,087             580             -         6,667
Total operating expenses                          337         4,717             963             -         6,017
                                          ------------- ------------- --------------- ------------- -------------
Operating income (loss)                          (337)        1,370            (383)            -           650
Interest expense                                3,442           431              74             -         3,947
Interest income                                  (245)            -               -             -          (245)
Miscellaneous, net                                  -           (21)             (5)            -           (26)
                                          ------------- ------------- --------------- ------------- -------------
Net income (loss)                           $  (3,534)   $      960        $   (452)       $    -     $  (3,026)
                                          ============= ============= =============== ============= =============

</TABLE>









                                       11



<PAGE>   14

                         Continental Global Group, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 March 31, 2001

I. GUARANTOR AND NON-GUARANTOR SUBSIDIARIES (CONTINUED)

Summarized consolidating cash flow statements for the three months ended March
31, 2001 and 2000, respectively, for the Company, the guarantor subsidiaries,
and the non-guarantor subsidiaries are as follows (in thousands):

<TABLE>
<CAPTION>

                                                         Combined       Combined
                                              The       Guarantor     Non-Guarantor
                                            Company    Subsidiaries   Subsidiaries   Eliminations     Total
                                         ------------- ------------- --------------- ------------- -------------
<S>                                         <C>           <C>             <C>              <C>       <C>
Three months ended March 31, 2001:
Net cash provided by (used in)
   operating activities                     $   (203)     $  1,703        $   (687)        $  21     $     834

Investing activities:
   Purchases of property, plant, and
    equipment                                      -          (108)            (63)            -          (171)
   Proceeds from sale of property,
     plant, and equipment                          -            34               6             -            40
                                         ------------- ------------- --------------- ------------- -------------
Net cash used in investing activities              -           (74)            (57)            -          (131)
                                         ------------- ------------- --------------- ------------- -------------

Financing activities:
   Net increase (decrease) in
     borrowings on notes payable                   -          (727)            428             -          (299)
   Principal payments on long-term
     obligations                                   -          (279)            (16)            -          (295)
   Distributions for interest on
     senior notes                                326          (326)              -             -             -
   Intercompany loan activity                      -          (359)            359             -             -
                                         ------------- ------------- --------------- ------------- -------------
Net cash provided by (used in)
   financing activities                          326        (1,691)            771             -          (594)
Exchange rate changes on cash                      -            51             (11)          (21)           19
                                         ------------- ------------- --------------- ------------- -------------
Increase (decrease) in cash and cash
   equivalents                                   123           (11)             16             -           128
Cash and cash equivalents at beginning
   of period                                  16,257           565             120             -        16,942
                                         ------------- ------------- --------------- ------------- -------------
Cash and cash equivalents at end of
   period                                   $ 16,380      $    554        $    136         $   -     $  17,070
                                         ============= ============= =============== ============= =============

</TABLE>










                                       12





<PAGE>   15



                         Continental Global Group, Inc.

        Notes to Condensed Consolidated Financial Statements (Unaudited)

                                 March 31, 2001

I.  GUARANTOR AND NON-GUARANTOR SUBSIDIARIES (CONTINUED)

<TABLE>
<CAPTION>

                                                         Combined       Combined
                                              The        Guarantor    Non-Guarantor
                                            Company     Subsidiaries   Subsidiaries   Eliminations     Total
                                         ------------- ------------- --------------- ------------- -------------

<S>                                      <C>             <C>             <C>               <C>      <C>
Three months ended March 31, 2000:
Net cash provided by (used in)
   operating activities                  $         3     $   4,158       $  (1,692)        $   2    $    2,471

Investing activities:
   Purchases of property, plant, and
    equipment                                      -          (250)            (54)            -          (304)
   Proceeds from sale of property,
     plant, and equipment                          -           103               -             -           103
                                         ------------- ------------- --------------- ------------- -------------
Net cash used in investing activities              -          (147)            (54)            -          (201)
                                         ------------- ------------- --------------- ------------- -------------

Financing activities:
   Net increase in borrowings on notes
     payable                                       -         2,904             622             -         3,526
   Principal payments on long-term
     obligations                                   -          (503)            (24)            -          (527)
   Distributions for interest on
     senior notes                              5,358        (5,358)              -             -             -
   Intercompany loan activity                      -        (1,174)          1,174             -             -
                                         ------------- ------------- --------------- ------------- -------------
Net cash provided by (used in)
   financing activities                        5,358        (4,131)          1,772             -         2,999
Exchange rate changes on cash                      -            (2)             (4)           (2)           (8)
                                         ------------- ------------- --------------- ------------- -------------
Increase (decrease) in cash and cash
   equivalents                                 5,361          (122)             22             -         5,261
Cash and cash equivalents at beginning
   of period                                  17,244           955             101             -        18,300
                                         ------------- ------------- --------------- ------------- -------------
Cash and cash equivalents at end of
   period                                  $  22,605    $      833       $     123        $    -     $  23,561
                                         ============= ============= =============== ============= =============
</TABLE>

J.       SUBSEQUENT EVENTS

On April 3, 2001, the Company extended an Offer to Purchase up to $54,000,000,
or 45%, of its outstanding 11% Series B Senior Notes due 2007 for a cash payment
of $380 per $1,000 principal amount of Notes tendered (plus any accrued and
unpaid interest on the Notes to their date of purchase). On April 30, 2001, the
Company issued a Supplement to the Offer to Purchase which increased the cash
payment to $425 per $1,000 principal amount of Notes tendered (plus any accrued
and unpaid interest on the Notes to their date of purchase). The Supplement also
decreased the maximum amount of Notes that the Company will accept to
$48,000,000, or 40%. The offer expires on May 14, 2001. The Company plans to
finance the purchase with cash on hand and the issuance of a term note payable.












                                       13






<PAGE>   16







ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The following discussion should be read in conjunction with the Consolidated
Financial Statements and related notes included in the Company's Form 10-K dated
March 28, 2001.

GENERAL

The Company, through its subsidiaries, is primarily engaged in the manufacture
and distribution of bulk material handling and replacement equipment, primarily
for use in the mining industry. The Company is a holding company organized under
the Delaware General Corporation law and conducts all of its business through
its direct and indirect operating subsidiaries. The Company's direct operating
subsidiaries are Continental Conveyor and Equipment Company and Goodman Conveyor
Company. The Company also owns indirectly all of the capital stock of
Continental Conveyor & Equipment Pty. Ltd., an Australian holding company that
owns all of the capital stock of four Australian operating companies. The
Company also owns indirectly all of the capital stock of Continental Conveyor
Ltd., a U.K. operating company, and Continental MECO (Pty.) Ltd., a South
African operating company. During 1998, the Company purchased the majority of
the assets and assumed certain liabilities constituting a majority of the
operations of Huwood International, a U.K. belt conveyor business. The
operations of the Company's existing U.K. facilities were merged with the Huwood
operations.

RESULTS OF OPERATIONS

The following table sets forth, on a comparative basis, selected income
statement data as a percentage of net sales for the three months ended March 31,
2001 and 2000.

                                 Three months ended
                                       March 31
                                 --------------------------
                                    2001          2000

Net sales                          100.0%        100.0%
Cost of products sold               81.7         84.2
Gross profit                        18.3         15.8
SG&A expenses                       13.1         13.6
Management fee                       0.3          0.2
Amortization expense                 0.4          0.4
Restructuring charges                 -           0.1
Operating income                     4.5          1.5

THREE MONTHS ENDED MARCH 31, 2001, COMPARED TO THREE MONTHS ENDED MARCH 31,
2000:

Net Sales
---------
Net sales for the quarter decreased $3.3 million, or 8%, from $42.2 million in
2000 to $38.9 million in 2001. The decrease in net sales is primarily the result
of a decrease of $3.7 million in the Company's manufactured housing segment.
This reduction in net sales is due to the decrease by the Company's customers in
the production and shipment of manufactured homes as a result of excess finished
home inventory and the tight credit market. This decline in net sales was offset
by a small increase in net sales in the Company's domestic and foreign conveyor
equipment segments of $0.4 million and $0.3 million, respectively. Net sales in
the Company's other business decreased by $0.3 million.






                                       14




<PAGE>   17



GROSS PROFIT
Gross profit increased $0.4 million, or 6%, from $6.7 million in 2000 to $7.1
million in 2001. Gross profit in the Company's domestic and foreign operations
of the conveyor equipment segment increased by $0.2 million and $0.4 million,
respectively. The improvement in the Company's domestic gross profit was due to
increased sales volume in the conveyor equipment segment while the increase in
the gross profit of the foreign operations was due to improved margins resulting
from a more favorable mixture of manufactured products. Gross profit in the
Company's manufactured housing products segment decreased by $0.2 million due to
lower sales volume.

SG&A EXPENSES
SG&A expenses decreased $0.6 million, or 11%, from $5.7 million in 2000 to $5.1
million in 2001. Approximately $0.5 million of the decrease occurred in the
foreign operations of the Company's conveyor equipment segment due to the
favorable impact of the restructuring initiatives.

OPERATING INCOME
Operating income increased $1.1 million, or 157%, from $0.7 million in 2000 to
$1.8 million in 2001. This increase is primarily the result of the $0.4 million
increase in gross profit and the $0.6 million reduction in SG&A expenses.

BACKLOG
Backlog at March 31, 2001 was $53.0 million, an increase of $17.2 million, or
48%, from $35.8 million at December 31, 2000. The increase is attributable to a
$14.0 million increase in the Company's domestic operations of the conveyor
equipment segment and a $3.2 million increase in the Company's foreign
operations of the conveyor equipment segment. Management believes that
approximately 95% of the backlog will be shipped in 2001.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $0.8 million and $2.5 million for
the three months ending March 31, 2001 and 2000, respectively. Net cash provided
by operating activities in 2001 resulted from a net loss of $1.6 million, offset
by non-cash expenses such as depreciation, amortization, and deferred income
taxes of $0.4 million and a net decrease in operating assets and liabilities of
$2.0 million. Net cash provided by operating activities in 2000 resulted
primarily from a net loss of $3.0 million, offset by depreciation and
amortization of $1.0 million and a net decrease in operating assets and
liabilities of $4.5 million.

Net cash used in investing activities was $0.1 million and $0.2 million for the
three months ending March 31, 2001 and 2000, respectively. The net cash used in
investing activities represents net purchases of property, plant, and equipment
for both years.

Net cash provided by (used in) financing activities was $(0.6) million and $3.0
million for the three months ending March 31, 2001 and 2000, respectively. Net
cash used in financing activities in 2001 represents a net decrease in
borrowings on notes payable of $0.3 million and principal payments on long-term
obligations of $0.3 million. Net cash provided by financing activities in 2000
resulted from a net increase in borrowings on notes payable of $3.5 million,
offset by principal payments on long-term obligations of $0.5 million.











                                       15





<PAGE>   18




On April 3, 2001, the Company extended an Offer to Purchase up to $54.0 million,
or 45%, of its outstanding 11% Series B Senior Notes due 2007 for a cash payment
of $380 per $1,000 principal amount of Notes tendered (plus any accrued and
unpaid interest on the Notes to their date of purchase). On April 30, 2001, the
Company issued a Supplement to the Offer to Purchase which increased the cash
payment to $425 per $1,000 principal amount of Notes tendered (plus any accrued
and unpaid interest on the Notes to their date of purchase). The Supplement also
decreased the maximum amount of Notes that the Company will accept to $48.0
million, or 40%. The offer expires on May 14, 2001. The Company plans to finance
the purchase with cash on hand and the issuance of a term note payable.

At March 31, 2001, the Company had cash and cash equivalents of approximately
$17.1 million and approximately $13.0 million available for use under its
domestic credit facility, representing approximately $30.1 million of liquidity.
Assuming that the Company purchases $48.0 million, or 40%, of the Notes, and
including the April 1, 2001 payment of interest paid on the Notes, the Company,
at March 31, 2001, would have had cash and cash equivalents of $4.0 million and
approximately $5.8 million available for use under the domestic credit facility,
representing approximately $9.8 million of liquidity.

INTERNATIONAL OPERATIONS

The Company transacts business in a number of countries throughout the world and
has facilities in the United States, Australia, the United Kingdom, and South
Africa. As a result, the Company is subject to business risks inherent in
non-U.S. operations, including political and economic uncertainty, import and
export limitations, exchange controls and currency fluctuations. The Company
believes that the risks related to its foreign operations are mitigated by the
relative political and economic stability of the countries in which its largest
foreign operations are located. As the U.S. dollar strengthens and weakens
against foreign currencies in which the Company transacts business, its
financial results will be affected. The principal foreign currencies in which
the Company transacts business are the Australian dollar, the British pound
sterling, and the South African rand. The fluctuation of the U.S. dollar versus
other currencies resulted in decreases to stockholder's equity of approximately
$1.7 million and $0.9 million for the three months ended March 31, 2001 and
2000, respectively.

CAUTIONARY STATEMENT FOR SAFE HARBOR PURPOSES

This Management's Discussion and Analysis of Financial Condition and Results of
Operations (MD&A) contains forward-looking statements within the meaning of the
federal securities laws. As a general matter, forward-looking statements are
those focused upon future plans, objectives or performance as opposed to
historical items and include statements of anticipated events or trends and
expectations and beliefs relating to matters that are not historical in nature.
Such forward looking statements are subject to uncertainties and factors
relating to the Company's operations and business environment, all of which are
difficult to predict and many of which are beyond the control of the Company,
that could cause actual results of the Company to differ materially from those
matters expressed in or implied by such forward-looking statements.






                                       16
<PAGE>   19




ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following table provides information about the Company's Senior Notes. The
table presents principal cash flows and interest rate by expected maturity date.

                            Interest Rate Sensitivity
                      Principal Amount by Expected Maturity
                              Average Interest Rate

<TABLE>
<CAPTION>

                                                                                              Fair
                                                                                              Value,
(dollars in thousands)        2001    2002     2003     2004     2005   Thereafter    Total    3/31/01
---------------------------------------------------------------------------------------------------------
<S>                              <C>     <C>      <C>      <C>      <C>   <C>       <C>         <C>
Long-Term Obligations,
   including current
   portion
     Fixed Rate                  $ -     $ -      $ -      $ -      $ -   $ 120,000 $ 120,000   $ 49,950
     Average interest rate       11%     11%      11%      11%      11%         11%

</TABLE>

The Company's interest income and expense are most sensitive to changes in the
general level of U.S. interest rates. In this regard, changes in U.S. interest
rates affect the interest earned on the Company's cash equivalents as well as
interest paid on its debt. To mitigate the impact of fluctuations in U.S.
interest rates, the Company generally borrows on a long-term basis to maintain a
debt structure that is fixed rate in nature.

A portion of the Company's operations consists of manufacturing and sales
activities in foreign jurisdictions. The Company manufactures and sells its
products in the United States, Australia, the United Kingdom, and South Africa.
As a result, the Company's financial results could be significantly affected by
factors such as changes in foreign currency exchange rates or weak economic
conditions in the foreign markets in which the Company distributes its products.
The Company's operating results are exposed to changes in exchange rates between
the U.S. dollar and the Australian dollar, the British pound sterling, and the
South African rand. The Company entered into a foreign currency forward contract
to reduce the Company's exposure to the risk that the eventual net cash inflows
resulting from the sale of products denominated in a currency other than the
businesses functional currency will be adversely impacted by changes in the
exchange rate of the Australian dollar.


                                       17





<PAGE>   20




PART II.   OTHER INFORMATION

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

           (a)  Exhibits:  Refer to the index of exhibits.

           (b)  On April 3, 2001, the Company filed an 8-K related to the Offer
                to Purchase outstanding Senior Notes.






































                                       18




<PAGE>   21




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                    CONTINENTAL GLOBAL GROUP, INC.

                    By:  /s/ Jimmy L. Dickinson
                        -----------------------
                        Jimmy L. Dickinson

                        Vice President and Chief Financial Officer (As duly
                        authorized representative and as Principal Financial
                        and Accounting Officer)

                    CONTINENTAL CONVEYOR & EQUIPMENT COMPANY

                    By:  /s/ Jimmy L. Dickinson
                        -----------------------
                        Jimmy L. Dickinson

                        Vice President - Finance (As duly authorized
                        representative and as Principal Financial and
                        Accounting Officer)

                    GOODMAN CONVEYOR COMPANY

                    By:  /s/ Lawrence Kukulski
                        -----------------------
                        Lawrence Kukulski
                        Vice President - Finance and Administration (As duly
                        authorized representative and as Principal Financial
                        and Accounting Officer)




Date:  April 14, 2001












                                       19





<PAGE>   22

                         Continental Global Group, Inc.

                                    Form 10-Q

                                Index of Exhibits
<TABLE>
<CAPTION>

  Exhibit
   Number     Description of Exhibit
  -------     -----------------------
<S>              <C>                                                                                     <C>
    3.1
    (a)       Certificate of Incorporation of Continental Global Group, Inc., as currently in effect.     *

    (b)       Certificate of Amendment of Certificate of Incorporation of Continental Global Group,
              Inc. (Filed as Exhibit 3.1(b) to the Company's Form 10-Q for the quarter ended September
              30, 2000, and is incorporated herein by reference.)

    3.2       By-Laws of Continental Global Group, Inc., as currently in effect.                          *

    3.3       Certificate of Incorporation of Continental Conveyor & Equipment Company, as currently      *
              in effect.

    3.4       By-Laws of Continental Conveyor & Equipment Company, as currently in effect.                *

    3.5       Certificate of Incorporation of Goodman Conveyor Company, as currently in effect.           *

    3.6       By-Laws of Goodman Conveyor Company, as currently in effect.                                *

    4.1       Indenture, dated as of April 1, 1997, among Continental Global                              *
              Group, Inc., Continental Conveyor & Equipment Company, Goodman
              Conveyor Company, and the Trustee (containing, as exhibits,
              specimens of the Series A Notes and the Series B Notes).

    10.1

    (a)       Revolving Credit Facility, dated as of September 14, 1992, as                               *
              amended by Amendments I, II, and III, among Continental Conveyor
              & Equipment Company, Goodman Conveyor Company, and Bank One,
              Cleveland, NA.

    (b)       Amendment IV, dated as of December 31, 1998, to the Revolving
              Credit Facility, dated as of September 14, 1992, among Continental
              Conveyor & Equipment Company, Goodman Conveyor Company, and Bank
              One, Cleveland, NA. (Filed as Exhibit 10.1 (b) to the Company's
              Form 10-Q for the quarter ended March 31, 1999, and is
              incorporated herein by reference.)

    (c)       Letter of Amendment, dated as of July 26, 1999, to the Revolving
              Credit Facility, dated as of September 14, 1992, among Continental
              Conveyor & Equipment Company, Goodman Conveyor Company, and Bank
              One, Cleveland, NA. (Filed as Exhibit 10.1 (c) to the Company's
              Form 10-Q for the quarter ended June 30, 1999, and is incorporated
              herein by reference.)

    (d)       Letter of Amendment, dated as of November 4, 1999, to the
              Revolving Credit Facility, dated as of September 14, 1992, among
              Continental Conveyor & Equipment Company, Goodman Conveyor
              Company, and Bank One, Cleveland, NA. (Filed as Exhibit 10.1 (d)
              to the Company's Form 10-Q for the quarter ended September 30,
              1999, and is incorporated herein by reference.)

    (e)       Amendment VI, dated as of March 28, 2000, to the Revolving Credit
              Facility, dated as of September 14, 1992, among Continental
              Conveyor & Equipment Company, Goodman Conveyor Company, and Bank
              One, Cleveland, NA. (Filed as Exhibit 10.1 (e) to the Company's
              Form 10-K for the year ended December 31, 1999, and is
              incorporated herein by reference.)

</TABLE>



                                       20





<PAGE>   23


                         Continental Global Group, Inc.

                                    Form 10-Q

                          Index of Exhibits (Continued)
<TABLE>

<S>              <C>                                                                               <C>
    10.1
    (f)       Letter of Amendment, dated as of March 29, 2001, to the Revolving
              Credit Facility, dated as of September 14, 1992, among
              Continental Conveyor & Equipment Company, Goodman Conveyor
              Company, and Bank One, Cleveland, NA. (Filed as Exhibit 10.1(f) to
              the Company's Form 10-K for the year ended December 31, 2000, and
              is incorporated herein by reference.)

    10.2      Management Agreement, dated as of April 1, 1997, between Continental Global Group, Inc.     *
              and Nesco, Inc.

</TABLE>


Certain instruments with respect to long-term debt have not been filed as
exhibits as the total amount of securities authorized under any one of such
instruments does not exceed 10 percent of the total assets of the registrant and
its subsidiaries on a consolidated basis. The registrant agrees to furnish to
the Commission a copy of each such instrument upon request.

* Incorporated by reference from Form S-4 Registration Number 333-27665 filed
under the Securities Act of 1933.

                                      21