<Page>

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                     AMENDMENT NO. 1 TO QUARTERLY REPORT ON
                                   FORM 10-Q/A

(X)      Quarterly report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the quarterly period ended March 31, 2001

         or

( )    Transition report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934.


                                     0-21818
                              ---------------------
                              (Commission File No.)


                             DAW TECHNOLOGIES, INC.
            --------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             UTAH                                                 87-0464280
---------------------------------                            -------------------
  (State or other jurisdiction                                  (IRS Employer
of incorporation or organization)                            Identification No.)

                               2700 SOUTH 900 WEST
                           SALT LAKE CITY, UTAH 84119
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (801) 977-3100



         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes (X) No ( )

         As of May 15, 2001, the Registrant had 15,047,176 shares of Common
Stock, $0.01 par value outstanding.

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

<Page>

This amendment on Form 10-Q/A amends the Items 1 and 2 of Part I and Item 6 of
Part II of the Quarterly Report for Daw Technologies, Inc. (the "Company") on
Form 10-Q previously filed for the quarter ended March 31, 2001. This Quarterly
Report on Form 10-Q/A is filed in connection with the Company's restatement of
its financial statements for the quarters ended March 31, 2000, June 30, 2000,
September 30, 2000, March 31, 2001 and June 30, 2001 as well as for the years
ended December 31, 1999 and 2000. Financial statement information and related
disclosures included in this amended filing reflect, where appropriate, changes
as a result of the restatements. All other information contained in this
Quarterly Report on Form 10-Q/A is as of the date of the original filing. The
restated financial information as of December 31, 2000 and for the three months
ended March 31, 2000, contained herein should be read in conjunction with the
applicable amended filings for those periods.

                             Daw Technologies, Inc.

                                      INDEX
<Table>
<S>                                                                                                              <C>
PART I    FINANCIAL INFORMATION.................................................................................  1

Item 1. Financial Statements

          Condensed Consolidated Balance Sheets - March 31, 2001 and
          December 31, 2000 (unaudited).........................................................................  1

          Condensed Consolidated Statements of Operations - Three months ended March 31, 2001 and 2000
          (unaudited)...........................................................................................  2

          Condensed Consolidated Statements of Cash Flows - Three months ended March 31, 2001 and 2000
          (unaudited)...........................................................................................  3

          Notes to Condensed Consolidated Financial Statements (unaudited)......................................  5

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations................................................................................  11


PART II OTHER INFORMATION......................................................................................  16


Item 6.   Exhibits and Reports on Form 8-K.....................................................................  16


Signatures.....................................................................................................  17
</Table>

<Page>

                         PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                     Daw Technologies, Inc. and Subsidiaries
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (in thousands, except share data)
                                   (unaudited)

<Table>
<Caption>
                                                                                               March 31,        December 31,
ASSETS                                                                                            2001              2000
                                                                                             --------------    --------------
CURRENT ASSETS:                                                                             (as restated)      (as restated)
<S>                                                                                          <C>               <C>
    Cash and cash equivalents                                                                $        1,391    $        2,175
    Restricted cash                                                                                     728                -
    Accounts receivable, net                                                                         13,716             7,347
    Costs and estimated earnings in excess
       of billings on contracts in progress                                                           3,389             6,109
    Inventories, net                                                                                  2,453             1,977
    Deferred income taxes                                                                               425               425
    Other current assets                                                                              2,920             2,827
                                                                                             --------------    --------------
             Total current assets                                                                    25,022            20,860
PROPERTY AND EQUIPMENT, NET                                                                           1,938             2,034
DEFERRED INCOME TAXES                                                                                 3,364             3,364
OTHER ASSETS                                                                                            778               835
                                                                                             --------------    --------------
                                                                                             $       31,102    $       27,093
                                                                                             ==============    ==============
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
    Checks written in excess of cash                                                         $           -     $           22
    Accounts payable and accrued liabilities                                                         11,575             8,868
    Billings in excess of costs and estimated
       earnings on contracts in progress                                                              3,294             1,994
    Line of credit                                                                                    3,033             2,603
    Current portion of capital lease obligations                                                        195                88
                                                                                             --------------    --------------
             Total current liabilities                                                               18,097            13,575

CAPITAL LEASE OBLIGATIONS, less current portion                                                         121                99

COMMITMENTS AND CONTINGENCIES

REDEEMABLE PREFERRED STOCK:
    3% Series A Redeemable Convertible Preferred Stock, authorized 10,000,000
      shares of $0.01 par value; 416 and 465 shares issued and outstanding,
      respectively                                                                                    3,662             4,093

SHAREHOLDERS' EQUITY:
    Common stock, authorized 50,000,000 shares of $0.01 par value; 14,917,593 and
      13,696,071 shares issued and outstanding, respectively                                            149               137
    Additional paid-in capital                                                                       20,205            19,760
    Common stock warrants                                                                               350               350
    Accumulated deficit                                                                            (10,969)          (10,560)
    Accumulated other comprehensive loss                                                              (513)             (361)
                                                                                             --------------    --------------
             Total shareholders' equity                                                               9,222             9,326
                                                                                             --------------    --------------
                                                                                             $       31,102    $       27,093
                                                                                             ==============    ==============
</Table>

     See accompanying notes to condensed consolidated financial statements.


                                       1
<Page>

                     Daw Technologies, Inc. and Subsidiaries

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                        (in thousands, except share data)
                                   (unaudited)

<Table>
<Caption>
                                                                   Three months ended
                                                                        March 31,
                                                          -----------------------------------
                                                               2001                  2000
                                                          (as restated)         (as restated)
<S>                                                       <C>                  <C>
Revenue, net                                              $     14,889         $      15,140

Cost of goods sold                                              13,322                14,128
                                                          ------------         -------------
           Gross profit                                          1,567                 1,012
                                                          ------------         -------------

Operating expenses:
    Selling, general and administrative                          1,044                 1,069
    Research and development                                        87                     -
    Depreciation and amortization                                   95                   157
                                                          ------------         -------------

           Total operating expenses                              1,226                 1,226
                                                          ------------         -------------

           Income (loss) from operations                           341                  (214)
Other income (expense):
    Interest expense                                              (140)                 (192)
    Other, net                                                    (364)                   60
                                                          ------------         -------------
           Other expense, net                                     (504)                 (132)
                                                          ------------         -------------

           Loss before provision for income taxes                 (163)                 (346)
Provision for income taxes                                         199                     -
                                                          ------------         -------------

           NET LOSS                                       $       (362)        $        (346)
                                                          ============         =============
Net loss per common share:

    Basic                                                 $      (0.03)        $       (0.03)
    Diluted                                                      (0.03)                (0.03)
Weighted-average common shares outstanding:

    Basic                                                   14,404,394            12,595,011
    Diluted                                                 14,404,394            12,595,011
</Table>

     See accompanying notes to condensed consolidated financials statements.


                                       2
<Page>

                     Daw Technologies, Inc. and Subsidiaries

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (in thousands, except share data)
                                   (unaudited)

<Table>
<Caption>
                                                                                Three months ended
                                                                                     March 31,
                                                                         --------------------------------
                                                                              2001              2000
                                                                         -------------     -------------
                                                                         (as restated)     (as restated)
<S>                                                                      <C>               <C>
Increase (decrease) in cash and cash equivalents
    Cash flows from operating activities:
       Net loss                                                          $      (362)      $      (346)
       Adjustments to reconcile net loss to net
           cash provided by (used in) operating activities:
           Depreciation and amortization                                         237               375
           Loss on disposition of property and equipment                          90                 -
           Provision for losses on accounts receivable                            78                 -
           Changes in current assets and liabilities:
              Restricted cash                                                   (728)                -
              Accounts receivable                                             (6,516)           (2,062)
              Costs and estimated earnings in excess
                of billings on contracts in progress                           2,424            (1,223)
              Inventories                                                       (500)              327
              Other assets                                                       (89)              196
              Accounts payable and accrued liabilities                         2,935             2,317
              Billings in excess of costs and estimated
                earnings on contracts in progress                              1,370               710
                                                                         -------------     -------------

    Net cash provided by (used in) operating activities                       (1,061)              294
                                                                         -------------     -------------

    Cash flows from investing activities:
       Purchase of property and equipment                                        (63)             (103)
                                                                         -------------     -------------
    Net cash used in investing activities                                        (63)             (103)
                                                                         -------------     -------------
</Table>

     See accompanying notes to condensed consolidated financial statements.


                                       3
<Page>

                     Daw Technologies, Inc. and Subsidiaries

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                        (in thousands, except share data)
                                   (unaudited)

<Table>
<Caption>
                                                                                                  Three months ended
                                                                                                       March 31,
                                                                                         ------------------------------------
                                                                                               2001                 2000
                                                                                         --------------         -------------
                                                                                          (as restated)         (as restated)
<S>                                                                                      <C>                    <C>
Increase (decrease) in cash and cash equivalents

    Cash flows from financing activities:
       Decrease in checks written in excess of cash in bank                              $          (22)         $    (248)
       Net change in line of credit                                                                 430                210
       Proceeds from issuance of stock                                                                -                436
       Payments on capital lease obligations                                                          -                (58)
                                                                                         --------------         -------------

    Net cash provided by financing activities                                                       408                340
                                                                                         --------------         -------------

    Effect of foreign exchange rates on cash and cash equivalents                                   (68)                 3
                                                                                         --------------         -------------

    Net increase (decrease) in cash and cash equivalents                                           (784)               534

Cash and cash equivalents at beginning of period                                                  2,175                296
                                                                                         --------------         -------------
Cash and cash equivalents at end of period                                               $        1,391          $     830
                                                                                         ==============         =============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
    Interest                                                                             $          140          $     192

NONCASH INVESTING AND FINANCING ACTIVITIES

During the three months ended March 31, 2001, 49 shares of
   Series A Redeemable Convertible preferred stock with a
   carrying value of $431 were converted into 1,192,936 shares
   of common stock.

During the three months ended March 31, 2001, 28,586 shares
   of common stock with a carrying value of $27 were issued as
   part of a preferred stock dividend.
</Table>

     See accompanying notes to condensed consolidated financial statements.


                                       4
<Page>

                     Daw Technologies, Inc. and Subsidiaries

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        (in thousands, except share data)
                                   (unaudited)

1.       INTERIM CONSOLIDATED FINANCIAL STATEMENTS AND RESTATEMENT

The accompanying unaudited condensed consolidated financial statements have been
prepared by Daw Technologies, Inc. (the "Company" or "Daw") in accordance with
accounting principles generally accepted in the United States for interim
financial reporting and the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, certain information and footnote disclosures
normally included in financial statements prepared under accounting principles
generally accepted in the United States have been condensed or omitted pursuant
to such regulations. In the opinion of management, all adjustments considered
necessary for a fair presentation of the Company's financial position, results
of operations and cash flows have been included. All such adjustments are of a
normal recurring nature. These financial statements and footnote disclosures in
this Form 10-Q/A for the three months ended March 31, 2001 should be read in
conjunction with the Company's annual report on Form 10-K/A, as amended for the
year ended December 31, 2000. The results of operations for the three months
ended March 31, 2001 may not be indicative of the results that may be expected
for the year ending December 31, 2001.

In November 2001, the Company determined that the consolidated financial
information for the years ended December 31, 1999 and 2000 and the related
quarterly information for 2000 and first two quarters of 2001 contained errors
which required restatement of previously reported financial information. The
errors resulted primarily from the Company not properly reconciling the accounts
of its foreign operations. The errors generally resulted from the following
items:

         -   Foreign currency translation and transaction gains/loss related to
             foreign operations were not properly considered and accounted for.

         -   Errors in recognizing revenue and costs on various construction
             projects using percentage of completion accounting. These errors
             consisted of not recognizing a loss on a project in the period when
             it was determined; unsupported budgeted revenues, costs and
             progress billing information contained in the Company's revenue
             recognition spreadsheets which in turn resulted in errors in the
             calculation and recognition of revenue and costs; and failure to
             properly accrue known costs on projects when incurred which
             resulted in improper revenue recognition.

         -   Errors resulting from differences in intercompany accounts that
             when reconciled resulted in expenses that should have been recorded
             in the financial statements.

         -   Adjustments to properly amortize leasehold improvements over the
             lesser of the estimated useful life or the life of the lease.
             Previously, the leasehold improvements were being amortized over a
             period in excess of the original life of the lease.

         -   Certain reclassifications to balance sheet captions were made based
             upon analyzing the accounts. This included the reclassification of
             preferred stock to redeemable preferred stock and recording
             preferred stock dividends and the beneficial conversion feature in
             retained earnings and additional paid in capital.


                                       5
<Page>

The effect of the restatements for the years ended December 31, 1999 and 2000 is
described in amended filings on Form 10-K/A or Form 10-Q/A for the applicable
quarter periods. The following is a summary of the effects of such restatements
on the Company's consolidated financial statements as of and for the three
months ended March 31, 2001:

<Table>
<Caption>
                                                                        As
                                                                    Previously         As
                                                                     Reported       Restated
                                                                     --------       --------
<S>                                                                  <C>             <C>
          Consolidated balance sheet:
            Current assets                                           $ 32,079       $ 25,022
            Total assets                                               39,624        31,102
            Current liabilities                                        20,328        18,097
            Redeemable preferred stock                                      -          3,662
            Total shareholders' equity                                 19,207         9,222

          Consolidated statement of operations:
            Revenue, net                                             $ 14,030       $ 14,889
            Gross profit                                                1,507         1,567
            Total operating expenses                                    1,103         1,226
            Other expense, net                                            (91)         (504)
            Income (loss) before income taxes                             313         (163)
            Net income (loss)                                             196         (362)
            Net income (loss) available to common
             shareholders                                                 164         (409)
            Net income (loss) per common share
             basic and diluted                                       $   0.01        $ (0.03)

          Consolidated statement of shareholder' equity:
            Common stock                                             $    149          $ 149
            Additional paid-in capital and warrants                    21,594        20,555
            Accumulated deficit                                        (2,536)      (10,969)
            Accumulated other comprehensive loss                            -          (513)
            Total shareholders' equity                                 19,207         9,222
</Table>


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts and operations of the
Company and its wholly owned subsidiaries, Daw Technologies France, which was
organized in 2000, Daw Technologies Europe Ltd., which was organized in 1999,
and Translite Systems, Inc., (inactive) which was organized in 1999. All
significant intercompany balances and transactions have been eliminated in
consolidation.

TRANSLATION OF FOREIGN CURRENCIES

The functional currency for the Company's foreign operations is the British
Sterling. The financial statements of the Company's foreign subsidiaries are
translated into U.S. Dollars in accordance with Statement of Financial
Accounting Standards No. 52 "FOREIGN CURRENCY TRANSLATION". Assets and
liabilities of the foreign subsidiaries are translated into the U.S. Dollar at
the exchange rate at the end of each reporting period. Income and expense items
are translated at the weighted average exchange rates for the period.
Translation gains and losses are reflected as a separate component of
shareholders' equity as accumulated other comprehensive loss. Foreign currency
transaction gains and losses are reported in the accompanying consolidated
statements of operations.


                                       6
<Page>

ACCOUNTING FOR LONG-TERM CONTRACTS

Revenue recorded for contracts in the accompanying financial statements is
recognized using the percentage-of-completion method and, therefore, takes into
account the costs, estimated earnings and revenue to date on contracts not yet
completed. The revenue recognized is that portion of the total contract price
that cost incurred to date bears to anticipated final total cost, based on
current estimates of costs to complete. Revenue from cost-plus-fixed-fee
contracts is recognized on the basis of costs incurred during the period plus
the fee earned, measured by the cost-to-cost method.

Contract costs include all direct and allocable indirect labor, benefits,
materials unique to or installed in the project, subcontractor cost allocations,
including employee benefits and equipment expense. At the time a loss on a
contract becomes known, the entire amount of the estimated ultimate loss is
recognized in the financial statements. As long-term contracts extend over one
year, revisions in cost and earnings estimates during the course of the work are
reflected in the accounting period in which the facts become known which require
the revision. Costs attributable to contract claims or disputes are carried in
the accompanying balance sheets only when realization is probable. These costs
are recorded at the lesser of actual costs incurred or the amount expected to be
realized. It is reasonably possible that estimates by management related to
contracts can change in the future.

The current asset, costs and estimated earnings in excess of billings on
contracts in progress, represents revenue recognized in excess of amounts billed
(unbilled revenue). The current liability, billings in excess of costs and
estimated earnings on contracts in progress, represents billings in excess of
revenue recognized (unearned revenue). The amount of revenue recognized is not
related to the progress billings to customers.

OTHER REVENUE RECOGNITION

The Company recognizes revenue on its other product sales and contract
manufacturing services when the product is shipped and title passes to the
customer or when the services are performed.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid instruments with an original maturity of
three months or less to be cash equivalents.


                                       7
<Page>

ACCOUNTS RECEIVABLE

Accounts receivable consist of the following:

<Table>
<Caption>
                                                        March 31,         December 31,
                                                          2001               2000
                                                       -----------       -------------
<S>                                                    <C>               <C>
         Contract receivables                          $    13,851       $       7,534
         Retention receivables                                 253                 142
                                                       -----------       -------------
                                                            14,104               7,676
         Less allowance for doubtful accounts                 (388)               (329)
                                                       -----------       -------------

            Total                                      $    13,716       $       7,347
                                                       ===========       =============
</Table>

Many of the Company's contracts require retentions, typically 5-10 percent of
the amount billed, to be withheld from each progress payment by the customer
until the project reaches substantial completion. Earned, but unbilled retention
amounts are included in retention receivables.

INCOME TAXES

The Company utilizes the liability method of accounting for income taxes. Under
the liability method, deferred tax assets and liabilities are determined based
on differences between financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse. An allowance against
deferred tax assets is recorded when it is more likely than not that such tax
benefits will not be realized. Research tax credits are recognized as utilized.

NET LOSS PER COMMON SHARE

The Company follows the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 128 "EARNINGS PER SHARE". SFAS No. 128 requires the
presentation of basic and diluted earnings per share ("EPS"). Basic EPS is
calculated by dividing net loss available to common shareholders by the
weighted-average number of common shares outstanding during each period. Diluted
EPS is similarly calculated, except that the weighted-average number of common
shares reflects the potential dilution that could occur if outstanding stock
options, warrants and preferred stock conversion features were exercised.

The following data show the amounts used in computing net loss per common share,
including the effect on net loss for preferred stock dividends. The following
data also show the weighted average number of shares and rights to acquire
shares with dilutive potential:


                                       8
<Page>

<Table>
<Caption>
                                                                        For the three months ended
                                                                                March 31,
                                                                       ----------------------------
                                                                           2001            2000
                                                                       ------------    ------------
<S>                                                                    <C>             <C>
              Net loss                                                 $      (362)    $      (346)

              Dividends on preferred stock                                     (47)              -
                                                                       ------------    ------------

              Net loss applicable to common shareholders               $      (409)    $      (346)
                                                                       ============    ============

              Weighted average number of common shares used in
              basic EPS                                                 14,404,394      12,595,011

              Dilutive effect of stock options                                 -               -

              Dilutive effect of warrants                                      -               -

              Dilutive effect of preferred stock                               -               -
                                                                       ------------    ------------

              Weighted average number of common shares and
              dilutive potential common shares used in diluted
              EPS                                                       14,404,394      12,595,011
                                                                       ============    ============
</Table>

For the three month periods ended March 31, 2001 and 2000 all of the stock
options, warrants and preferred stock that were outstanding were not included in
the computation of diluted EPS because to do so would have been anti-dilutive.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expense during the reporting
period. Actual results could differ from those estimates.

RECLASSIFICATIONS

Certain reclassifications have been made to the 2000 financial statements to
conform with the 2001 presentation.

4.       LINE OF CREDIT

During the three months ended March 31, 2001, the Company maintained a revolving
line of credit with a domestic bank for the lesser of $3,750 or the available
borrowing base. The interest rate is variable and is computed at prime plus 4.5%
(13.0% as of March 31, 2001). The line of credit requires monthly payments of
interest. The Company had $3,033 in borrowings against the line of credit at
March 31, 2001 ($2,603 at December 31, 2000). The line of credit originally
matured on October 31, 1999 and has been extended through April 30, 2001. The
line of credit allows for borrowings equal to 75% of the Company's eligible
accounts receivable as determined by the bank. Borrowings are secured by all
assets of the Company. The line of credit agreement contains restrictive
covenants imposing limitations on payments of cash dividends, purchases or
redemptions of capital stock, indebtedness and other matters. At times during
2000 and the three months ended March 31, 2001 and at both December 31, 2000 and
March 31, 2001, the Company was not in compliance with certain debt covenants.
Subsequent to March 31, 2001 the Company signed an extension of the line of
credit through July 31, 2001, which included a waiver for the non-compliance
with the covenants as of April 30, 2001. The Company is currently reviewing
several financing alternatives.


                                       9
<Page>

5.       SEGMENT INFORMATION

The Company had two reportable segments for the three months ended March 31,
2001 and 2000, namely 1) cleanrooms and related products and 2) other
manufactured goods and services. The Company evaluates performance of each
segment based on net loss from operations. The Company's reportable segments are
similar in manufacturing processes and are tracked similarly in the accounting
system. The manufacturing process for each segment uses the same manufacturing
facilities and overhead is allocated similarly to each segment. It is not
practical to determine the total assets per segment and depreciation by segment
because each segment uses the same manufacturing facility. Identifiable assets
by segment are reported below. The Company allocates certain general and
administrative expenses, consisting primarily of facilities expenses, utilities,
and manufacturing overhead.

Segment information for the cleanrooms and related products and other
manufactured goods and services are as follows:

<Table>
<Caption>
                                                              Three months ended
                                                                   March 31,
                                                            2001              2000
                                                        -----------      --------------
<S>                                                     <C>              <C>
   Revenue, net
       Cleanrooms and related products                  $    11,873      $       10,936
       Other manufactured goods and services                  3,016               4,204
                                                        -----------      --------------

          Totals                                        $    14,889      $       15,140
                                                        ===========      ==============

   Income (loss) from operations
       Cleanrooms and related products                  $       565      $        1,161
       Other manufactured goods and services                   (224)             (1,375)
                                                        -----------      --------------

          Totals                                        $       341      $         (214)
                                                        ===========      ==============
</Table>

<Table>
<Caption>
                                                           As of             As of
                                                         March 31,        December 31,
                                                            2001              2000
                                                        -----------      --------------
<S>                                                     <C>              <C>
   Total assets

       Cleanrooms and related products                  $    20,041      $       19,528
       Other manufactured goods and services                  2,976               1,712
       Manufacturing and corporate assets                     8,085               5,853
                                                        -----------      --------------

          Totals                                        $    31,102      $       27,093
                                                        ===========      ==============
</Table>


                                       10
<Page>

6.       COMPREHENSIVE LOSS

The Following table reports comprehensive loss for the three months ended March
31, 2001 and 2000:

<Table>
<Caption>
                                                                 Three months ended
                                                                      March 31,

                                                              2001               2000
                                                           ----------         -----------
<S>                                                        <C>                <C>
       Net loss                                            $    (362)         $     (346)
       Foreign currency translation adjustment                  (152)                (51)
                                                           ----------         -----------

          Comprehensive loss                               $    (514)         $     (397)
                                                           ==========         ===========
</Table>


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

GENERAL

         The following discussion should be read in conjunction with the
financial statements and notes thereto included elsewhere herein. All data in
the tables are in thousands, except for percentages and share data.

         The Company's principal line of business is the design, manufacture and
installation of cleanroom components and integrated cleanroom systems, primarily
for the semiconductor industry. The Company also designs, manufactures and
installs cleanroom components and integrated cleanroom systems for other
industries, such as the pharmaceutical, flat panel display, disk drive,
biotechnology and food processing industries. The Company is a global leader in
the cleanroom installation business. In addition, the Company designs and
manufactures environmentally controlled "mini-environments," which range in size
from the size of a desk to the size of a bus. These mini-environments typically
house expensive automation and robotic equipment used in the semiconductor
manufacturing process or in pharmaceutical research and development. Finally,
the Company offers manufacturing and specialized painting services on a contract
basis, primarily to local and regional manufacturers and fabricators.

RESTATEMENTS

         In November 2001, the Company determined that the consolidated
financial information in the Company's Annual Reports on Form 10-K for the years
ended December 31, 1999 and December 31, 2000 as well as the unaudited interim
financial statements reported in the Company's Quarterly Reports on Form 10-Q
for the periods ended March 31, 2000, June 30, 2000, September 30, 2000, March
31, 2001 and June 30, 2001 had been incorrectly compiled and reported primarily
because of errors in the financial information reported by the Company's
European operations.

         Prior to October 1999, the Company's European operations were accounted
for at the Company's headquarters in the United States. In October 1999, the
Company formed a wholly owned European subsidiary in Scotland known as Daw
Technologies Europe Ltd. ("Daw Europe") to manage not only the United Kingdom
subsidiary, but all of the Company's European operations. At that time, all
European accounts were transferred to Daw Europe, who took over all of the
accounting for all of the Company's foreign operations.

         The accounting systems and personnel in the Daw Europe office were
unable to keep pace with the rapid growth experienced between 1999 and 2001
along with the growing complexity of the European business, including the fact
that most of this revenue growth occurred outside of the United Kingdom. As a
result, various problems occurred with respect to Daw Europe's accounting and
financial reporting.


                                       11
<Page>

         One of the problems that developed involved the Company's recognition
of revenue on construction projects. Daw recognizes revenue on its construction
projects using a percentage of completion methodology based on estimates of
percentage of completion. The primary accounting system used by Daw Europe did
not include a revenue recognition feature that would allow it to accurately
recognize revenue on its various projects based on percentage of completion. Daw
Europe therefore created a financial spreadsheet to help account for the
recognition of revenue on its numerous European projects. This method of
tracking and accounting for contracts in progress resulted in various problems,
including the following:

    -  Some of the formulas in the spreadsheet did not properly calculate
       atypical situations, such as costs exceeding budget.

    -  When the numbers derived from formulas seemed incorrect, accounting
       personnel would in some instances, override formulas in the spreadsheet
       by inputting numbers directly into the spreadsheet. This damaged the
       underlying integrity and reliability of the spreadsheet.

    -  Budget estimates were not updated in the spreadsheets for currency
       fluctuations, and currency rates were only changed in the accounting
       system periodically.

    - The spreadsheet was not always properly updated to reflect changes to
contract terms.

         In addition to the problems with the spreadsheet maintained by Daw
Europe, there were also problems in the consolidation process of European
accounts with the United States. accounts. For example, European costs incurred
through the United States accounts were not properly considered in the
consolidation process, thus resulting in an understatement of costs and
liabilities.

         Also, the Company noted that certain projects in Israel were either not
recorded or were not properly recorded on the financial records of Daw Europe.
When Daw Europe recorded transactions associated with the Company's projects in
Israel, instead of obtaining objective accounting documentation, the accounting
personnel, in some instances, relied on informal data and statements by project
managers. Some of this informally gathered information proved to be incomplete
and subsequently required an adjustment.

         Finally, the restated financial statements also contain certain
reclassifications and other adjustments such as: (a) foreign currency
translation and transactions gains/losses related to foreign operations, (b)
intercompany errors and (c) amortization of leasehold improvements. A summary of
the effect of the restatements in the financial statements is describe in Note 1
to the condensed consolidated financial statements.


                                       12
<Page>

RESULTS OF OPERATIONS (Data in the tables are in thousands)

Selected Financial Information

<Table>
<Caption>
                                                      Three months ended
                                                          March 31,
                                                  --------------------------
                                                     2001            2000
                                                  ----------      ----------
<S>                                               <C>             <C>
Revenue, net..............................        $   14,889      $   15,140

Gross profit..............................             1,567           1,012

Operating expenses........................             1,226           1,226

Net loss..................................        $     (362)     $     (346)
</Table>

<Table>
<Caption>
                                                    March 31,      December 31,
                                                      2001             2000
                                                    ---------      ------------
<S>                                                 <C>            <C>
BALANCE SHEET DATA:

Cash and cash equivalents..................          $ 1,391         $ 2,175

Working capital............................            6,925           7,285

Total assets...............................           31,102          27,093

Total liabilities..........................           18,218          13,674

Redeemable preferred stock.................            3,662           4,093

Total stockholders' equity.................            9,222           9,326
</Table>


DISCUSSION

         Revenue for the first quarter of 2001 decreased by 1.7% to $14.9
million compared to $15.1 million for the first quarter of 2000. Revenue from
cleanroom and related products increased $937,000, or 7.9%, to $11.9 million for
the first quarter of 2001 from $10.9 million during the first quarter of 2000.
Additionally, the sale of other manufactured products decreased by $1,188,000.
Revenue from other manufactured goods and services decreased to $3.0 million for
the period ended March 31, 2001, as compared with $4.2 million for the period
ended March 31, 2000.

         Gross profit for first quarter of 2001 increased by 54.8% to $1.6
million from $1.0 million for the first quarter of 2000 and increased to 10.5%
as a percentage of revenue for the first quarter of 2001 compared to 6.7% for
the first quarter of 2000. The increase in gross profit in the first quarter of
2001 as compared to the first quarter of 2000 reflects cost cutting measures
implemented by the Company and the fact that most of the Company's construction
contracts during that period of time were smaller projects with higher margins.
With the Company's efforts to develop a portion of its revenue from sources
outside of the semiconductor industry by applying its product and engineering
expertise in custom metal fabrication, airflow systems and panel production, the
Company continues to experience cost inefficiencies due to ramp-up costs.
However, it continues to be the Company's objective to identify, manufacture and
sell other products that have high gross profit margin potential.


                                       13
<Page>

         Selling, general and administrative expenses for the first quarter of
2001 decreased 2.3% to $1.0 million, or 7.0% of revenue, compared to $1.1
million, or 7.1% of revenue for the first quarter of 2000. The decrease in
selling, general and administrative expenses was the result of the Company's
continued efforts to manage and reduce its operating cost structure. The
reduction was primarily the result of reduced variable costs and payroll and
related expenses as a result of cost cutting measures implemented by the
Company.

         Research and development expenses for the first quarter of 2001
increased to $87,000, compared to $0 for the first quarter of 2000. This
increase is primarily attributable to the Company's efforts to design advanced
cleanroom component systems to better position itself for what it believes will
be the next generation of cleanroom design, primarily for the semiconductor
industry. The Company continues to fund research and development to improve its
existing products and develop new products in its diversification program.

         Interest expense for the first quarter of 2001 decreased to $140,000,
compared to $192,000 for the first quarter of 2000. This decrease was directly
related to decreased borrowings against the Company's credit line during the
first quarter of 2001, compared to borrowings during the first quarter of 2000.

         Other expense, net was $364,000 for the three months ended March 31,
2001 compared to other income, net of $60,000 for the three months ended March
31, 2000. Other expense in 2001, resulted primarily from foreign currency
transaction losses of its foreign subsidiaries.

         The provision for income taxes for the first quarter of 2001 resulted
from the Company's foreign operations. The Company had income before provision
for income taxes of approximately $475,000 from its foreign operations during
the first quarter of 2001.

LIQUIDITY AND CAPITAL RESOURCES

         Working capital at March 31, 2001 was $6.9 million, compared to $7.3
million at December 31, 2000. This includes cash and cash equivalents of $1.4
million at March 31, 2001 and $2.2 million at December 31, 2000.

         The Company's operations used $1.1 million of cash during the first
quarter of 2001, compared to providing $294,000 of cash from operations during
the first quarter of 2000. During the first quarter of 2001, the Company
experienced a net increase in receivables of $6.5 million, mostly attributable
to the Company's European operations, and a decrease in costs and estimated
earnings in excess of billings on contracts in progress of $2.4 million. In
addition, accounts payable and accrued liabilities increased by $2.9 million and
billings in excess of costs and estimated earnings on contracts in progress
increased by $1.4 million, also mostly attributable to the Company's European
operations.

         During the three months ended March 31, 2001, the Company maintained a
revolving line of credit with a domestic bank for the lesser of $3,750 or the
available borrowing base. The interest rate is floating and is computed at prime
plus 4.5 percent (13.0% as of March 31, 2001). The line of credit requires
monthly payments of interest. The Company had $3,033 in borrowings against the
line at March 31, 2001 ($2,603 at December 31, 2000). The line of credit
originally expired October 31, 1999 and was extended to December 31, 2000.
During the three months ended March 31, 2001, the Company signed an extension of
the line of credit through April 30, 2001. The line of credit allows for
borrowings equal to 75% of the Company's eligible accounts receivable as
determined by the bank. Borrowings are secured by all assets of the Company. The
line of credit agreement contains restrictive covenants imposing limitations on
payments of cash dividends, purchases or redemptions of capital stock,
indebtedness and other matters. At times during 2000 and the three months ended
March 31, 2001 and at both December 31, 2000 and March 31, 2001, the Company was
not in compliance with certain indebtedness covenants. Subsequent to March 31,
2001 the Company signed an extension of the line of credit through July 31,
2001, which included a waiver for the non-compliance with the covenants as of
April 30, 2001. The Company is currently reviewing several financing
alternatives.


                                       14
<Page>

         Management believes that existing cash balances, borrowings available
under the line of credit and cash generated from operations, will be adequate to
meet the Company's anticipated cash requirements through December 31, 2001.
However, in the event the Company experiences adverse operating performance,
above-anticipated capital expenditure requirements, or is unable to renew or
replace its existing line of credit, additional financing may be required. There
can be no assurance that such additional financing, if required, would be
available on favorable terms, if at all.

INFORMATION CONTAINED IN THIS REPORT CONTAINS "FORWARD-LOOKING STATEMENTS"
WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995,
WHICH CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "MAY,"
"WILL," "SHOULD," "EXPECT," "ANTICIPATE," "ESTIMATE," OR "CONTINUE," OR THE
NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY. THESE
FORWARD-LOOKING STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT INCLUDE,
BUT ARE NOT LIMITED TO, THOSE IDENTIFIED IN THIS REPORT, DESCRIBED FROM TIME TO
TIME IN THE COMPANY'S OTHER SECURITIES AND EXCHANGE COMMISSION FILINGS, OR
DISCUSSED IN THE COMPANY'S PRESS RELEASES. ACTUAL RESULTS MAY VARY MATERIALLY
FROM EXPECTATIONS.


                                       15
<Page>

PART II - OTHER INFORMATION

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      Exhibits.

                           None
                               -

                  (b)      Reports on Form 8-K.

                           A report on Form 8-K was filed on February 22, 2001
                           reporting that the Company had released a news
                           release announcing the appointment of Michael J. Shea
                           as President of the Company and Robert G. Chamberlain
                           as Co-Chairman of the Board of Directors.

                           A report on Form 8-K was filed on March 26, 2001
                           reporting that the Company had released a news
                           release announcing the Company's financial results
                           for the fourth quarter of 2000 and for fiscal year
                           2000.


                                       16
<Page>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on April 22, 2002.


                         DAW TECHNOLOGIES, INC.


                         By:   /s/ Donald K. McCauley
                              --------------------------------------------------
                              Donald K. McCauley
                              Executive Vice President, Chief Financial Officer,
                              Principal Financial and Accounting Officer


                                       17