<PAGE>

                                   FORM 10-Q

                       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: DECEMBER 31, 1999 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 identification
 incorporation or organization)                              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:


                           DECEMBER 31, 1999 1,615,432
                          -----------------------------


<PAGE>




Item 1 Financial Information
Item 1 Financial Statements

                           THE FLAMEMASTER CORPORATION
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                           DECEMBER 31      SEPTEMBER 30
                                                              1999               1999
                                                           (UNAUDITED)          (NOTE)
                                                         ---------------   ---------------
<S>                                                      <C>               <C>
A S S E T S :

CURRENT ASSETS :
Cash and cash equivalents                                $     2,153,920   $     1,913,201
Marketable securities                                          4,191,443         2,449,981
Accounts receivable, less allowance of
 $5,000 and $5,000, respectively                                 364,043           496,776
Inventories                                                      983,941           873,504
Prepaid expenses                                                  24,522            36,298
Deferred income taxes                                             28,518            33,485
Settlement receivable                                              4,800              --
Other investments                                                 46,287            46,287
                                                         ---------------   ---------------
TOTAL CURRENT ASSETS:                                          7,797,474         5,849,532

Machinery & improvements, net of
accumulated depreciation                                          22,443            21,311
License agreement, net of accumulated
amortization                                                      83,397            87,567
                                                         ---------------   ---------------

TOTAL ASSETS                                             $     7,903,314   $     5,958,410
                                                         ===============   ===============

LIABILITIES AND STOCKHOLDERS' EQUITY:

CURRENT LIABILITIES:
Accounts payable                                         $       183,913   $        85,880
Accrued liabilities                                               10,180             8,203
Income tax payable                                                80,133              --
Deferred tax liability                                            18,953            14,695
Deferred credits                                                  22,262            22,262
                                                         ---------------   ---------------
TOTAL CURRENT LIABILITIES:                                       315,441           131,040

LONG-TERM LIABILITIES:
Notes payable                                                    382,542           376,656
                                                         ---------------   ---------------
TOTAL LIABILITIES:                                               697,983           507,696

SHAREHOLDERS' EQUITY:

COMMON STOCK, par value,$.01 per share, authorized
6,000,000 shares; issued and outstanding 1,615,432
shares at 12/31/99 and 1,626,935 shares
at 9/30/99                                                        16,154            16,269
Additional paid-in Capital                                     3,707,444         3,733,846
Retained earnings                                              1,631,928         1,562,002
Allowance for marketable securities                            1,849,805           138,597
                                                         ---------------   ---------------
TOTAL STOCKHOLDERS' EQUITY                               $     7,205,331   $     5,450,714
                                                         ---------------   ---------------
TOTAL LIABILITY AND EQUITY                               $     7,903,314   $     5,958,410
                                                         ===============   ===============
</TABLE>


Note: Balance sheet as of September 30, 1999 has been derived from the audited
balance sheet at that date. See notes to condensed financial statements.


<PAGE>



Item 1 Financial Statements (continued)

                           THE FLAMEMASTER CORPORATION
                   CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                         THREE MONTHS ENDED DECEMBER 31,
                      ------------------------------------


<TABLE>
<CAPTION>
                                                               1999              1998
                                                               ----              ----
<S>                                                      <C>               <C>
Net sales                                                $       850,516   $       800,131
Royalties                                                            813               489
Interest and Other Income                                        166,218            59,527
                                                         ---------------   ---------------
                                                               1,017,547           860,147
                                                         ===============   ===============
Costs and expenses:
   Cost of sales                                                 454,658           447,740
   Selling                                                        68,909            66,871
   General and administrative                                    164,317           141,258
   Laboratory costs                                               67,077            62,775
   Other (income), expenses, net                                  21,496            13,078
                                                         ---------------   ---------------
Total costs and expenses:                                        776,457           731,722

Income before income taxes                                       241,090           128,425

Income taxes                                                     100,316            47,949
                                                         ---------------   ---------------
Net income                                                       140,774            80,476

Other comprehensive income
  Net of income tax
Unrealized Holding Gains (Losses)                              1,029,634            38,623
                                                         ---------------   ---------------
Comprehensive Income                                     $     1,170,408   $       119,099
                                                         ===============   ===============
Net income per share, basic                              $           .09   $           .05
                                                         ===============   ===============

Net income per share, diluted                                      *****   $           .05

Weighted average shares outstanding:
   Basic                                                       1,621,144         1,642,414
                                                         ===============   ===============
   Diluted                                                     1,737,531         1,758,801
                                                         ===============   ===============
</TABLE>


**** Diluted earnings per share is not presented, as effect of the assumed
conversion of notes payable is anti-dilutive.

See notes to condensed financial statements.


<PAGE>


Item 1 Financial Statements (continued)

                           THE FLAMEMASTER CORPORATION
                 CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                         THREE MONTHS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                                                1999              1998
                                                              --------          --------
<S>                                                      <C>               <C>
Net cash provided (used) by
   operating activities:                                 $       372,313   $       250,367
                                                         ---------------   ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Disposal of equipment & improvements                                --               2,354
Purchase of equipment & improvements                              (3,975)             --
Net purchases and sales of
   investment securities                                         (30,254)          (29,870)
                                                         ---------------   ---------------
NET CASH USED IN INVESTING ACTIVITIES:                           (34,229)          (27,516)
                                                         ---------------   ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of Company's Common Stock                               (48,299)          (16,204)
Dividends paid                                                   (49,066)          (49,427)
                                                         ---------------   ---------------
NET CASH USED IN FINANCING ACTIVITIES                            (97,365)          (65,631)
                                                         ---------------   ---------------

NET INCREASE (DECREASE), IN CASH                                 240,719           157,220
                                                         ---------------   ---------------

Cash, beginning of period                                      1,913,201         1,404,347
                                                         ---------------   ---------------
Cash, end of period                                      $     2,153,920   $     1,561,567
                                                         ===============   ===============
Cash paid during period
   for income taxes                                      $         8,000   $        34,258

Cash paid during period for
   interest expense                                      $         6,591   $         6,591
</TABLE>


See notes to Condensed  Financial Statements.


<PAGE>

Item 1 Financial Statements (continued)

                           THE FLAMEMASTER CORPORATION
               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                DECEMBER 31, 1999

Note 1:      FORWARD-LOOKING AND CAUTIONARY STATEMENTS:

             The Company and its representative may from time to time make
             written or oral forward-looking statements, including statements
             contained in the Company's filings with the Securities and Exchange
             Commission and in its reports to stockholders. In connection with
             the "safe habor" provisions of the Private Securities Litigation
             Reform Act of 1995, the Company is hereby indentifying information
             that is forward-looking, including, without limitation, 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 entitities 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 exclusivie. The
             Company does not undertake to update any forward-looking statement
             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-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 months ended December 31,1999 are not
             necessarily indicative of the results that may be expected for the
             year ending September 30, 2000. For further information, refer to
             the consolidated financial statements and footnotes thereto
             included in the Company's annual report on Form 10-K for the year
             ended September 30, 1999.


<PAGE>


Item 1 Financial Statements (continued)

                           THE FLAMEMASTER CORPORATION
               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
                                DECEMBER 31, 1999

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 December 31, 1999 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.

             RECLASSIFICATION OF FINANCIAL STATEMENTS:

             Beginning in the first quarter of fiscal 2000, various items of
             portfolio income, which were previously classified as "other
             (income), expenses, net" are classified as "interest and other
             income" in the condensed Statements of Income. Amounts reported for
             the prior quarters have been reclassified to conform to the first
             quarter 2000 presentation.


<PAGE>


Item 1 Financial Statements (continued)

                           THE FLAMEMASTER CORPORATION

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                                   (UNAUDITED)

                                DECEMBER 31, 1999

Note 4:       Inventories are summarized as follows:

<TABLE>
<CAPTION>
                                            December 31    September 30
                                                1999           1999
                                                ----           ----
              <S>                          <C>             <C>
              Raw materials                $    462,978    $    429,320
              Shipping materials                129,290          51,992
              Finished goods                    391,673         392,192
                                           ------------    ------------
                                           $    983,941    $    873,504
                                           ------------    ------------
              </TABLE>


Note 5:       During the three months ended December 31, 1999, the Company
              purchased 11,504 shares of its outstanding common stock at a cost
              of $48,301.

Note 6:       MARKETABLE SECURITIES:

              Marketable securities classified as current assets at December 31,
              1999 include the following:

<TABLE>
<CAPTION>
                                                         Fair Value          Cost
                                                       ------------    ------------
              <S>                                      <C>             <C>
              U.S. Treasury obligations                     356,951         349,619
              Other Government Bonds                         26,792          27,070
              Corporate debt securities                      24,830          26,061
              Mortgage backed securities                      3,720          10,863
              Marketable equity securities                3,779,150       1,949,753
                                                       ------------    ------------
                                                          4,191,443       2,363,366
                                                       ============    ============
</TABLE>

              The contractual maturities of debt securities available for sale
              at December 31, 1999 are as follows:


<TABLE>
<CAPTION>
                                                         Fair Value          Cost
                                                       ------------    ------------
              <S>                                      <C>             <C>
              Due within one year                              --              --
              Due after one year thru 5 years               293,047         293,815
              Due after 5 years thru 10 years                82,904          75,355
              Due after 10 years                             28,417          29,040
              Note due at single maturity date                7,924          15,403
                                                       ------------    ------------
                                                            412,292         413,613
                                                       ============    ============
</TABLE>


Gross unrealized holding gains and losses at December 31, were $2,030,994 and
$202,919, respectively. Realized gains from the sale of securities for the
three months ended December 31, 1999 were $102,222.

<PAGE>


THE FLAMEMASTER CORPORATION
Item 2:
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS:

DECEMBER 31, 1999 COMPARED TO SEPTEMBER 30, 1999 AND
DECEMBER 31, 1999, 1999  COMPARED TO DECEMBER 31, 1998.

FINANCIAL CONDITION AND LIQUIDITY:

The Company's financial condition continues very strong with current assets of
$7,797,474 compared to current liabilities of $315,441 at December 31, 1999 for
a current ratio of about 24.7 to 1. Working capital stood at $7,482,033 on
December 31, 1999 compared to $5,718,492 at September 30, 1999 and $5,063,438 on
December 31, 1998, a robust increase. The Company's strong financial performance
and appreciation in marketable securities account for the increase. Accounts
receivable decreased modestly to $364,043 from $397,740 at December 31, 1998.
Inventories grew to $983,941 from $873,504 at year end due to the increase in
business. Revenues for the December 31, 1999 three month period were $1,017,547
compared to $860,147 in the prior year. New products accounted for the increase
in revenues.

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.

The Company is in the process of upgrading its computer systems and has not
experienced any significant Y2K (year 2000) issues.

The Company paid a $.03 dividend on its common stock in November 1999 and its
Board of Directors declared a $.032 dividend to be paid in February 2000.

RESULTS OF OPERATIONS:

For the three months ended December 31, 1999 net income was $140,774 compared to
$80,476 or $.09 per share vs. $.05 per share in the year earlier period. The
increase in earnings were due to a favorable product line and a higher level of
investment gains. The Company continued to expand its product mix and add to its
customer base. Laboratory costs including research and development for this
quarter increased to $67,077 from $62,775 due to a greater emphasis on new
product development. General and administrative expenses increased in line with
the increase in business to $164,317 from $141,258.


<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: February 7, 2000                /s/ JOSEPH MAZIN
----------------------                ------------------------------
                                              (Signature)
                                      Joseph Mazin, President and Chairman
                                      and Chief Executive Officer

DATE: February 7, 2000                /s/ BARBARA E. WAITE
----------------------                ------------------------------
                                              (Signature)
                                      Barbara E. Waite, Treasurer and
                                      Secretary

DATE: February 7, 2000                /s/ DONNA MAZIN
----------------------                -------------------------------
                                              (Signature)
                                      Donna Mazin, Director