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SECURITIES AND EXCHANGE
COMMISSIONWASHINGTON, D.C. 20549

FORM 10- QSB

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

|FOR
  QUARTER ENDED: | MARCH 31, 2002 |  | 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 incorporation or organization) | (IRS Employer
  identification Number)



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



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

|YESý | NOo
|---- | ---

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

|March
  31, 2002 | 1,444,239
|---------------- | ---------

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Item 1 Financial Information
Item 1 Financial Statement

THE FLAMEMASTER CORPORATION
CONDENSED BALANCE SHEET

|                                                                                                                             | March 312002(Unaudited) |          
|---------------------------------------------------------------------------------------------------------------------------- | ----------------------- | ---------
|                                                                                                                             |                         |          
|A S S E T S :                                                                                                                |                         |          
|Current Assets:                                                                                                              |                         |          
|Cash and cash
  equivalents                                                                                                  | $                       | 1,643,718
|Marketable securities                                                                                                        | 3,109,969               |          
|Accounts receivable,
  less allowance of $5,000                                                                              | 727,789                 |          
|Notes Receivable                                                                                                             | 10,412                  |          
|Inventories                                                                                                                  | 1,254,372               |          
|Prepaid expenses                                                                                                             | 28,788                  |          
|Deferred income taxes                                                                                                        | 219,017                 |          
|Other investments                                                                                                            | 46,287                  |          
|                                                                                                                             |                         |          
|Total current assets:                                                                                                        | 7,040,352               |          
|                                                                                                                             |                         |          
|Machinery &
  improvements, net of accumulated depreciation                                                                  | 113,994                 |          
|License agreement, net
  of accumulated amortization                                                                         | 45,867                  |          
|                                                                                                                             |                         |          
|TOTAL ASSETS                                                                                                                 | $                       | 7,200,213
|                                                                                                                             |                         |          
|LIABILITIES AND STOCKHOLDERS EQUITY:                                                                                        |                         |          
|Current Liabilities:                                                                                                         |                         |          
|Accounts payable                                                                                                             | $                       | 231,794  
|Accrued liabilities                                                                                                          | 12,258                  |          
|Income tax payable                                                                                                           | 10,341                  |          
|Deferred credits                                                                                                             | 2,024                   |          
|                                                                                                                             |                         |          
|Total current liabilities:                                                                                                   | 256,417                 |          
|                                                                                                                             |                         |          
|Long-term
  liabilities:                                                                                                     |                         |          
|Notes payable                                                                                                                | 1,260,508               |          
|                                                                                                                             |                         |          
|Total Liabilities:                                                                                                           | 1,516,925               |          
|                                                                                                                             |                         |          
|SHAREHOLDERS' EQUITY:                                                                                                        |                         |          
|Common Stock,par value, $.01
  per share, authorized 6,000,000 shares; issued and outstanding 1,444,239
  shares at 03/31/02 | 14,442                  |          
|Additional paid-in
  Capital                                                                                                 | 3,324,726               |          
|Retained earning                                                                                                             | 2,601,647               |          
|Allowance for
  marketable securities                                                                                        | (257,527                | )        
|                                                                                                                             |                         |          
|TOTAL STOCKHOLDERS EQUITY                                                                                                   | $                       | 5,683,288
|                                                                                                                             |                         |          
|TOTAL LIABILITY AND EQUITY                                                                                                   | $                       | 7,200,213
|                                                                                                                             |                         |          

See notes to condensed financial
statements.

2

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Item 1  Financial Statements (continued)

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

|                                       | 2002                         |           | 2001      |          
|-------------------------------------- | ---------------------------- | --------- | --------- | ---------
|                                       |                              |           |           |          
|Net
  sales                            | $                            | 1,219,531 |           | $        
|Royalties                              | 380                          |           |          |          
|Interest
  and Other Income            | 75,476                       |           | 103,240   |          
|                                       |                              |           |           |          
|Total
  Revenues                       | 1,295,387                    |           | 1,206,070 |          
|                                       |                              |           |           |          
|Costs
  and expenses:                  |                              |           |           |          
|                                       | Cost
  of sales              | 638,653   |           | 578,524  
|                                       | Selling                      | 89,729    |           | 84,914   
|                                       | General
  and administrative | 151,403   |           | 152,052  
|                                       | Laboratory
  costs           | 93,484    |           | 74,272   
|                                       | Other
  expenses             | 26,865    |           | 21,744   
|                                       |                              |           |           |          
|Total
  costs and expenses:            | 1,000,134                    |           | 911,506   |          
|                                       |                              |           |           |          
|Income
  before income taxes           | 295,253                      |           | 294,564   |          
|                                       |                              |           |           |          
|Income
  taxes                         | 89,581                       |           | 77,481    |          
|                                       |                              |           |           |          
|Net  income                            | 205,672                      |           | 217,083   |          
|                                       |                              |           |           |          
|Other
  comprehensive income           |                              |           |           |          
|                                       | Net
  of income tax          |           |           |          
|Unrealized
  Holding Gains (Losses)    | (639,606                     | )         | (277,362  | )        
|                                       |                              |           |           |          
|Comprehensive
  Income                 | $                            | (433,934  | )         | $        
|                                       |                              |           |           |          
|Net
  income per share, basic          | $                            | .14       |           | $        
|                                       |                              |           |           |          
|Net
  income per share, diluted        | ****                         |           | ****      |          
|                                       |                              |           |           |          
|Weighted
  average shares outstanding: |                              |           |           |          
|                                       | Basic                        | 1,448,557 |           | 1,581,513
|                                       |                              |           |           |          
|                                       | Diluted                      | 1,492,097 |           | 1,697,000
|                                       |                              |           |           |          

---

****Diluted
earnings per share are not presented, as effect of the assumed conversion of
Notes Payable is anti-dilutive.

See notes to condensed financial
statements.

3

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Item 1  Financial Statements (continued)

THE FLAMEMASTER CORPORATION
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
SIX MONTHS ENDED MARCH 31,

|                                                  | 2002                            |           | 2001       |          
|------------------------------------------------- | ------------------------------- | --------- | ---------- | ---------
|                                                  |                                 |           |            |          
|Net
  Sales                                       | $                               | 2,382,354 |            | $        
|Royalties                                         | 6,429                           |           |           |          
|Interest
  and Other Income                       | 166,437                         |           | 191,937    |          
|                                                  |                                 |           |            |          
|Total
  Revenues                                  | 2,555,220                       |           | 2,157,713  |          
|                                                  |                                 |           |            |          
|Costs
  and expenses:                             |                                 |           |            |          
|                                                  | Cost
  of Sales                 | 1,316,759 |            | 1,023,618
|                                                  | Selling                         | 178,331   |            | 169,769  
|                                                  | General
  and administrative    | 311,121   |            | 304,647  
|                                                  | Laboratory                      | 180,262   |            | 141,362  
|                                                  | Other
  (income)/ Expenses, Net | 57,645    |            | 42,709   
|                                                  |                                 |           |            |          
|Total
  Costs and Expenses                        | 2,044,118                       |           | 1,682,105  |          
|                                                  |                                 |           |            |          
|Income
  before income taxes                      | 511,102                         |           | 475,608    |          
|                                                  |                                 |           |            |          
|Income
  taxes                                    | 179,991                         |           | 148,671    |          
|                                                  |                                 |           |            |          
|Net
  income                                      | 331,111                         |           | 326,937    |          
|                                                  |                                 |           |            |          
|Other
  comprehensive income                      |                                 |           |            |          
|                                                  | Net
  of income taxes           |           |            |          
|Increase
  (decrease) in unrealized holding gains | 53,989                          |           | (1,036,510 | )        
|                                                  |                                 |           |            |          
|Comprehensive
  Income                            | $                               | 385,100   |            | $        
|                                                  |                                 |           |            |          
|Net
  income per share, basic                     | $                               | .23       |            | $        
|                                                  |                                 |           |            |          
|Net
  income per share, diluted                   | ***                             |           | ***        |          
|                                                  |                                 |           |            |          
|Weighted
  average shares outstanding:            |                                 |           |            |          
|                                                  | Basic                           | 1,447,463 |            | 1,586,903
|                                                  |                                 |           |            |          
|                                                  | Diluted                         | 1,489,303 |            | 1,672,865
|                                                  |                                 |           |            |          

See notes to
condensed financial statements

4

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Item 1  Financial Statements (continued)

THE FLAMEMASTER CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
SIX  MONTHS ENDED MARCH 31,

|                                                    | 2002      |          
|--------------------------------------------------- | --------- | ---------
|                                                    |           |          
|Net
  cash provided (used) by operating activities: | $         | (64,039  
|                                                    |           |          
|CASH
  FLOWS FROM INVESTING ACTIVITIES:             |           |          
|Purchase
  of equipment & improvements              | (16,478   | )        
|Net
  purchases and sales of investment securities  | (327,554  | )        
|                                                    |           |          
|NET
  CASH USED IN INVESTING ACTIVITIES:            | (344,032  | )        
|CASH
  FLOWS FROM FINANCING ACTIVITIES:             |           |          
|Increase
  in notes payable                         | 11,770    |          
|Purchase
  of Companys Common Stock                | (31,472   | )        
|Dividends
  paid                                    | (54,086   | )        
|                                                    |           |          
|NET
  CASH USED IN FINANCING ACTIVITIES             | (73,788   | )        
|                                                    |           |          
|                                                    |           |          
|NET
  INCREASE, (DECREASE), IN CASH                 | (481,859  | )        
|                                                    |           |          
|Cash,
  beginning of period                         | 2,125,577 |          
|                                                    |           |          
|Cash,
  end of period                               | $         | 1,643,718
|                                                    |           |          
|Cash
  paid during period for income taxes          | $         | 210,500  
|                                                    |           |          
|Cash
  paid during period for interest expense      | $         | 26,733   

See notes to
Condensed Financial Statements.

5

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Item 1  Financial Statements (continued)

THE FLAMEMASTER CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2002

|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.  Operating
results for the six months ended March   31, 2002 are not indicative of the
results that may be expected for the year ending  September   30, 2002.
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, 2001.,

6

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Item 1  Financial Statements (continued)

THE FLAMEMASTER CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2002

|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 March
 31, 2002 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 quarter 2000 presentation.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7

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Item 1  Financial Statements (continued)

THE FLAMEMASTER CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2002

|Note 4: |  | Inventories are summarized as follows:
|------- |  | --------------------------------------

| |                      | March 31,
  2002 |          
| | -------------------- | ---------------- | ---------
| |                      |                  |          
| | Raw
  materials      | $                | 685,255  
| | Shipping
  materials | 111,700          |          
| | Finished
  goods     | 457,417          |          
| |                      |                  |          
| |                      | $                | 1,254,372
| |                      |                  |          
| |                      |                  |          



|Note 5: |  | During the three months ended March 31, 2002, the Company
  purchased 3,787 shares of its outstanding common stock at a cost  of $22,809.
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------



|Note 6: |  | MARKETABLE SECURITIES:
Marketable securities classified as current assets at March 31, 2002 include the following:
|------- |  | ------------------------------------------------------------------------------------------------------------------



Fair Value
  
  
  CostU.S.
  Treasury obligations
  $
  655,764
  
  $
  616,003Other
  Government Bonds
  
  18,500
  
  
  18,661Corporate
  debt securities
  
  9,204
  
  
  27,770Mortgage
  backed securities
  
  372,507
  
  
  388,842Marketable
  equity securities
  
  2,053,994
  
  
  2,536,626$
  3,109,969
  
  $
  3,587,902




| |  | The contractual maturities of debt
securities available for sale at March 31, 2002 is as follows:
| |  | -------------------------------------------------------------------------------------------------



Fair Value
  
  
  CostDue
  within one year
  $
  729,012
  
  $
  127,265Due
  after one year thru 5 years
  
  277,507
  
  
  261,586Due
  after 5 years thru 10 years
  
  132,743
  
  
  116,836Due
  after 10 years
  
  144,206
  
  
  156,747Not
  due at single maturity date
  
  372,507
  
  
  388,842$
  1,055,975
  
  $
  1,051,276


Gross unrealized holding gains and losses at
March 31, 2002 were $298,691 and $776,624, respectively.  Realized gains and losses from the sale of
securities for the six months ended March 31, 2002 were $75,626 and $4,354
respectively.

8

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THE FLAMEMASTER CORPORATIONItem 2:Management's Discussion and Analysis of Financial Condition and Results of
Operations:

March 31, 2002 compared to September 30, 2001 and March 31,
2002 compared to March 31, 2001.

FINANCIAL CONDITION AND LIQUIDITY:

The  Companys financial condition is strong with current assets
of $7,040,352 compared to current liabilities of $256,417 at March  31, 2002, for
a current ratio of more than 27.4 to 1. Working capital  increased to $6,783,935
on March 31, 2002,  compared to $6,563,805 at September 30, 2001.  Cash and cash
equivalents, and marketable securities stood at $4,753,687.  Accounts receivable
expanded to $727,789 from  $640,258 in the prior years  quarter ended March  31,
2001 due to increase in volume of  business.  Inventories  grew to  1,254,372 on
March 31, 2002 from $836,415 at prior year quarter end and $988,073 at September 
30, 2001.  Revenues for the March  31, 2001 quarter were  $1,295,387  compared to
$1,206,070 in the prior year.

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
paid a $.032 dividend on its common stock in April 2002.

RESULTS OF OPERATIONS:

For  the three  month  ended  March  31,  2002,  net  income was
$205,672  compared to $217,083 or $.14 per share for both  periods.  The Company
continues to expand its customer base.  Laboratory costs including  research and
development  for this  quarter  increased to $93,484 from $74,272 due to greater
research and development efforts.  General and administrative  expenses remained
steady at $151,403 from 152,052 in the prior years quarter.

For  six months  ended March  31,  2002,  revenues  increased to
$2,555,220  from $2,157,713 an 18.42% gain over the previous six month period and net earnings grew to
$.23 per share vs. $21 per share.

9

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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:        | JOSEPH MAZIN                           
|May 10, 2002 |                                        
|             | (Signature)                            
|             | Joseph Mazin, President and Chairman   
|             | and Chief Executive Officer            
|             |                                        
|DATE:        | MARY KAY EASON                         
|May 10, 2002 |                                        
|             | (Signature)                            
|             | Mary Kay Eason, Assistant Treasurer and
|             | Assistant Secretary                    
|             |                                        
|DATE:        | DONNA MAZIN                            
|May 10, 2002 |                                        
|             | (Signature)                            
|             | Donna Mazin, Director                  



10

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