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                                   FORM 10-QSB


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                   QUARTERLY REPORT UNDER SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

           FOR QUARTER ENDED: JUNE 30, 2004 COMMISSION FILE NO: 0-2172




                           THE FLAMEMASTER CORPORATION
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)




           NEVADA                                               95-2018730
-------------------------------                           ----------------------
(State or other jurisdiction of                               (IRS Employer
incorporation or organization)                            identification Number)




                 11120 SHERMAN WAY, SUN VALLEY, CALIFORNIA 91352
       ------------------------------------------------------------------
                     (Address of Principal Executive Office)



Registrant's telephone number including area code:  (818) 982-1650
                                                    --------------


Registrant's facsimile number including area code:  (818) 765-5603
                                                    --------------



Indicate by check mark whether 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
                                        --------------           --------------


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:   June 30, 2004       1,800,632
                                                   -----------------------------

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<PAGE>

Item 1 Financial Information
Item 1 Financial Statement


                           THE FLAMEMASTER CORPORATION
                             CONDENSED BALANCE SHEET

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


                                                                    JUNE 30,
                                                                      2004
                                                                  ------------
                                                                   (UNAUDITED)
ASSETS:

CURRENT ASSETS:
---------------
Cash and cash equivalents                                         $  2,102,725
Marketable securities                                                   59,012
Accounts receivable, less allowance of $5,000                          667,768
Notes receivable                                                        15,612
Inventories                                                          1,079,132
Prepaid expenses                                                        51,367
Deferred income taxes                                                   19,651
Other investments                                                      328,713
                                                                  ------------
TOTAL CURRENT ASSETS:                                                4,323,980

Machinery & improvements, net of
accumulated depreciation                                               132,494
License agreement, net of accumulated
amortization                                                            16,779
                                                                  ------------
TOTAL ASSETS                                                      $  4,473,253
                                                                  ============



LIABILITIES AND STOCKHOLDERS' EQUITY:

CURRENT LIABILITIES:
--------------------
Accounts payable                                                  $    281,704
Accrued liabilities                                                     13,398
Income taxes payable                                                    68,600
Deferred tax liability                                                  19,934
                                                                  ------------
TOTAL CURRENT LIABILITIES:                                             383,636


SHAREHOLDERS' EQUITY:
---------------------

COMMON STOCK, par value, $.01 per share,
authorized 6,000,000 shares; issued and
outstanding 1,800,632 shares at 06/30/04                                16,000
Additional paid-in Capital                                           3,760,480
Retained earning                                                       316,956
Allowance for marketable securities                                     (3,819)
                                                                  ------------
TOTAL STOCKHOLDERS' EQUITY                                        $  4,089,617
                                                                  ------------
TOTAL LIABILITY AND EQUITY                                        $  4,473,253
                                                                  ============


See notes to condensed financial statements.

<PAGE>

Item 1  Financial Statements (continued)


                           THE FLAMEMASTER CORPORATION
                   CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                          THREE MONTHS ENDED JUNE 2004

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



                                                     2004             2003
                                                 ------------     ------------
Net sales                                        $  1,346,686     $  1,478,940
Royalties                                                 438            2,399
Interest and Other Income                              73,726          112,433
                                                 ------------     ------------
Total Revenues                                      1,420,850        1,593,772
                                                 ============     ============
Costs and expenses:
   Cost of sales                                      707,337          765,362
   Selling                                             83,767           94,717
   General and administrative                         208,080          166,814
   Laboratory costs                                   101,377          106,590
   Other expenses                                      13,983           37,755
                                                 ------------     ------------
Total costs and expenses:                           1,114,544        1,171,238
                                                 ------------     ------------

Income before income taxes                            306,306          422,534

Income taxes                                          125,463          180,943
                                                 ------------     ------------
Net income                                            180,843          241,591

Other comprehensive income
   Net of income tax
Unrealized Holding Gains (Losses)                         193         (121,450)
                                                 ------------     ------------
Comprehensive Income                             $    181,036     $    120,141
                                                 ============     ============


Net income per share, basic                      $        .11     $        .15
                                                 ============     ============
Net income per share, diluted                              NA     $        .13
                                                 ============     ============


Weighted average shares outstanding:
   Basic                                            1,721,705        1,595,970
                                                 ============     ============
   Diluted                                                 NA        1,850,819
                                                 ============     ============


See notes to condensed financial statements.

<PAGE>

Item 1  Financial Statements (continued)


                           THE FLAMEMASTER CORPORATION
                   CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                           NINE MONTHS ENDED JUNE 30,

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



                                                     2004             2003
                                                 ------------     ------------

Net Sales                                        $  3,628,019     $  3,753.970
Royalties                                               1,237            2,588
Interest and Other Income                              97,296          245,629
                                                 ------------     ------------
Total Revenues                                      3,726,552        4,002,187
                                                 ============     ============
Costs and expenses:
   Cost of Sales                                    1,914,014        1,985,362
   Selling                                            240,997          281,425
   General and administrative                         591,138          517,806
   Laboratory                                         324,135          304,786
   Other (income)/ Expenses, Net                       39,672           40,232
   Interest on Convertible Notes                        7,314           59,576
                                                 ------------     ------------
Total Costs and Expenses                            3,117,270        3,189,187
                                                 ------------     ------------

Income before income taxes                            609,282          813,000

Income taxes                                          231,999          320,561
                                                 ------------     ------------
Net income                                            377,283          492,439


Other comprehensive income
   Net of income taxes
Unrealized holding gains (losses)                      (3,819)        (121,450)
                                                 ------------     ------------
Comprehensive Income                             $    373,464     $    370,989
                                                 ============     ============


Net income per share, basic                      $        .23     $        .31
                                                 ============     ============
Net income per share, diluted                              NA     $        .28
                                                 ============     ============


Weighted average shares outstanding:
   Basic                                            1,618,301        1,600,298
                                                 ============     ============
   Diluted                                                 NA        1,800,335
                                                 ============     ============



See notes to condensed financial statements


<PAGE>

Item 1 Financial Statements (continued)


                           THE FLAMEMASTER CORPORATION
                 CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                         NINE MONTHS ENDED JUNE 30, 2004

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



Net cash provided (used) by operating activities:                 $    307,241
                                                                  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in notes receivable                                           397,407
Purchase of equipment & improvements                                    (6,639)
Net purchases and sales of investment securities                       642,828
                                                                  ------------
NET CASH USED IN INVESTING ACTIVITIES:                               1,033,596
                                                                  ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in notes payable                                             (913,500)
Issuance of Company's common stock                                   1,397,597
Purchase of Company's common Stock                                     125,790
Dividends paid                                                        (761,442)
Redemption of preferred stock                                         (741,590)
                                                                  ------------
NET CASH USED IN FINANCING ACTIVITIES                                 (893,145)
                                                                  ------------


NET INCREASE, (DECREASE), IN CASH                                      447,692


Cash, beginning of period                                            1,655,033
                                                                  ------------
Cash, end of period                                               $  2,102,725
                                                                  ============


Cash paid during period for income taxes                          $    178,000

Cash paid during period for interest expense                      $      7,314




See notes to Condensed Financial Statements.

<PAGE>

Item 1 Financial Statements (continued)


                           THE FLAMEMASTER CORPORATION
               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2004



NOTE 1:      FORWARD-LOOKING AND CAUTIONARY STATEMENTS
             -----------------------------------------

             The Company and its representatives may from time to time make
             written or oral forward-looking statements, including statements
             contained in the Company's filings with Securities and Exchange
             Commission and its reports to stockholders. In connection with the
             "safe harbor" provisions of the Private Securities Litigation
             Reform Act of 1995, the Company is hereby identifying information
             that is forward-looking, including, without limitations, statements
             regarding the Company's future financial performance, the effect of
             government regulations, national and local economic conditions, the
             competitive environment in which the Company operates, results or
             success of discussions with other entities on mergers,
             acquisitions, or alliance possibilities and expansion of product
             offerings. Actual results may differ materially from those
             described in the forward-looking statement. The Company cautions
             that the foregoing list of important factors is not exclusive. The
             Company does not undertake to update any forward-looking statements
             that may be made from time to time by or on behalf of the Company.



NOTE 2:      BASIS OF PRESENTATION:
             ----------------------

             The accompanying unaudited condensed financial statements have been
             prepared in accordance with generally accepted accounting
             principles for interim financial information and with the
             instructions to Form 10-QSB 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. Comparative
             amounts for 2003 have been restated to reflect the activities of
             the Company, exclusive of its previously consolidated subsidiary.
             Operating results for the nine months ended June 30, 2004 are not
             indicative of the results that may be expected for the year ending
             September 30, 2004.

             For further information, refer to the consolidated financial
             statements and footnotes thereto included in the Company's annual
             report on Form 10-KSBA for the year ended September 30, 2003.

<PAGE>

Item 1 Financial Statements (continued)


                           THE FLAMEMASTER CORPORATION
               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2004



NOTE 3:      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
             -------------------------------------------

             INVESTMENT IN DEBT AND EQUITY SECURITIES:
             The Company adopted Statement of Financial Accounting Standards No:
             115 ("SFAS No: 115"), Accounting for Certain Investments in Debt
             and Equity Securities, effective January 1,1995. Management
             determines the appropriate classification of its Investments in
             debt and equity securities at the time of purchase and reevaluates
             such determination at each balance sheet date. Debt securities for
             which the Company does not have the intent or ability to hold to
             maturity are classified as available for sale, along with the
             Company's investment in equity securities. Securities available for
             sale are carried at fair value, with the unrealized gains and
             losses reported in a separate component of shareholders' equity net
             of income taxes, until realized. At June 30, 2004 the Company had
             no investments that qualified as trading or held to maturity. The
             amortized cost of zero-coupon debt securities classified as
             available for sale is adjusted for accretion of discounts to
             maturity. Such amortization and interest are included in interest
             income. Realized gains and losses are included in other income or
             expense. The cost of securities sold is based on specific
             identification method.


<PAGE>

Item 1 Financial Statements (continued)


                           THE FLAMEMASTER CORPORATION
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                  JUNE 30, 2004



NOTE 4:      INVENTORIES ARE SUMMARIZED AS FOLLOWS:
             --------------------------------------
                                                                    June 30,
                                                                      2004
                                                                  ------------
             Raw materials                                        $    543,676
             Shipping materials                                        140,486
             Finished goods                                            394,970
                                                                  ------------
                                                                  $  1,079,132
                                                                  ============


NOTE 5:      During the three months ended June 30, 2004, the Company purchased
             13,158 shares of its outstanding common stock at a cost of $
             51,536.


NOTE 6:      MARKETABLE SECURITIES:
             ----------------------
             Marketable securities classified as current assets at June 30, 2004
             include the following:

                                                    Fair Value        Cost
                                                   ------------   ------------
             U.S. Treasury obligations             $          0   $          0
             Other Government Bonds                           0              0
             Corporate debt securities                    2,600          9,544
             Mortgage backed securities                  24,537         25,000
             Marketable equity securities                31,875         30,815
                                                   ------------   ------------
                                                   $     59,012   $     65,359
                                                   ============   ============

             The contractual maturities of debt securities available for sale at
             June 30, 2004 is as follows:

                                                    Fair Value        Cost
                                                   ------------   ------------
             Due within one year                   $          0   $          0
             Due after one year thru 5 years                  0              0
             Due after 5 years thru 10 years                  0              0
             Due after 10 years                          24,537         25,000
             Not due at single maturity date              2,600          9,544
                                                   ------------   ------------
                                                   $     27,137   $     34,544
                                                   ============   ============

Gross unrealized holding gains and losses at June 30, 2004 were $1,415 and
$7,761, respectively. There were no realized gains and losses from the sale of
securities for the three months ended June 30, 2004.

<PAGE>

Item 1 Financial Statements (continued)


                           THE FLAMEMASTER CORPORATION
               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2004



NOTE 7:      DIVIDENDS
             ---------

             On December 5, 2003, the Company declared the divestiture of its
             investment and management subsidiary, StarBiz Corporation. The
             divestiture of StarBiz takes the form of a stock dividend to
             Flamemaster shareholders who received one StarBiz share for every
             120 (one hundred and twenty) Flamemaster shares owned. This
             distribution is included as changes against retained earnings of
             $2,409,259 and to additional paid in capital of $1,106,141. No
             fractional shares were issued. Fractional shares were paid in cash
             at $150 per share for total cash dividends of $32,096.














<PAGE>

THE FLAMEMASTER CORPORATION

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

June 30, 2004 compared to September 30, 2003 and
------------------------------------------------
June 30, 2004 compared to June 30, 2003.
----------------------------------------


FINANCIAL CONDITION AND LIQUIDITY:
----------------------------------

The Company's financial condition is strong with current assets of $4,323,980
compared to current liabilities of $383,636 at June 30, 2004, for a current
ratio of more than 11.2 to 1. Working capital stood at $3,940,344 on June 30,
2004 compared to $7,008,375 at September 30, 2003. The decrease is attributable
to the divestiture of StarBiz in the form of a stock dividend. Accounts
receivable expanded moderately to $667,768 from $627,345 in the prior year's
quarter ended June 30, 2003. Inventories grew moderately to $1,079,132 from
$1,135,012 on June 30, 2003.

Revenues for the June 30, 2004 quarter declined to $1,420,850 from the
$1,593,772 in the year earlier period. The year earlier period included a
significant increase in military requirements to meet the needs of the armed
services for combat. For the nine-month period ended June 30, 2004 revenues were
$3,726,552 as compared to $4,002,187 in the prior year's period. The decline was
due to lower interest and investment income, as well as a return to more normal
military procurement levels.

Management believes that future working capital requirements will be provided
primarily from operations and that the Company's liquidity and working capital
requirements are adequate for the next 12 months of operation. Management
believes that the Company's creditworthiness is substantial relative to its
size.

Flamemaster paid a 12.5% stock dividend during the quarter and has declared a
$.023 cash dividend to be paid August 10, 2004.



RESULTS OF OPERATIONS:
----------------------

For the three months ended June 30, 2004 net income was $180,843 compared to
$241,591 in the year earlier quarter. For the nine month period, net income
declined to $377,283 from $492,439 or $.23 per share vs. $.31 per share basic
and $.28 fully diluted adjusted for the 12.5% stock dividend in the prior year's
period. The decline in earnings was due to higher costs associated with
increased reporting requirements of the SEC and NASDAQ, as well as higher health
insurance premiums. Laboratory costs, including research and development for the
quarter were steady at $101,377 from $106,590 in the year ago period, but were
up moderately for the nine-month period to $324,135 from $304,786 in the nine
months ended June 30, 2003 due to increased product development costs. General
and administrative expenses increased substantially for the quarter ended June
30, 2004 to $208,080 from $166,814 in the quarter ended June 30, 2003. The
increase is attributable to increased regulatory requirements. The nine-month
period reflected a similar increase in general and administrative expenses to
$591,138 for June 30, 2003 and $517,806 in 2003. Again due to increased
regulatory requirements.

<PAGE>

SIGNATURES:
-----------

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




                                                   THE FLAMEMASTER CORPORATION
                                                   ---------------------------
                                                           (Registrant)

DATE:

August 11, 2004                                    /s/ JOSEPH MAZIN
---------------                                    ---------------------------
                                                            (Signature)
                                                   Joseph Mazin, President and
                                                   Chairman And Chief Executive
                                                   Officer And Chief Financial
                                                   Officer




DATE:

August 11, 2004                                    /s/ MARY KAY EASON
---------------                                    ---------------------------
                                                            (Signature)
                                                   Mary Kay Eason, Treasurer
                                                   and Secretary




DATE:

August 11, 2004                                    /s/ DONNA MAZIN
---------------                                    ---------------------------
                                                            (Signature)
                                                   Donna Mazin, Director