<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 September 30, 2000

         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 November 11, 2000, the Registrant had 13,580,932 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 of the
Quarterly Report for Daw Technologies, Inc. (the "Company") on Form 10-Q
previously filed for the quarter ended September 30, 2000. 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 December 31, 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, 1999
contained herein should be read in conjunction with the applicable filing for
that period.



                             Daw Technologies, Inc.

                                TABLE OF CONTENTS

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


Item 1.   Financial Statements

          Condensed Consolidated Balance Sheets - September 30, 2000 and December 31, 1999 (unaudited)..........  1

          Condensed  Consolidated  Statements  of  Operations  - Three  months  and  nine  months  ended
          September 30, 2000 and 1999 (unaudited)...............................................................  2

          Condensed  Consolidated  Statements  of Cash Flows - Nine months ended  September 30, 2000 and
          1999 (unaudited)......................................................................................  3

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

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations................................................................................  13

Signatures...................................................................................................... 20
</Table>


<Page>


                         PART I - FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS

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

<Table>
<Caption>
                                                                                      Sept. 30,           Dec. 31,
                                                                                        2000                1999
                                       ASSETS                                       (As Restated)      (As Restated)
                                                                                    -------------      -------------
<S>                                                                                 <C>                <C>
CURRENT ASSETS
    Cash and cash equivalents                                                         $  4,703           $    296
    Accounts receivable, net                                                             6,233              7,372
    Costs and estimated earnings in excess
        of billings on contracts in progress                                             6,067              3,581
    Inventories, net                                                                     1,801              2,612
    Deferred income taxes                                                                  316                425
    Other current assets                                                                 2,762              3,149
                                                                                      --------           --------
             Total current assets                                                       21,882             17,435

PROPERTY AND EQUIPMENT, NET                                                              1,996              3,110
DEFERRED INCOME TAXES                                                                    3,091              3,364
OTHER ASSETS                                                                               861                966
                                                                                      --------           --------
                                                                                      $ 27,830           $ 24,875
                                                                                      ========           ========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
    Checks written in excess of cash in bank                                          $      -           $    248
    Accounts payable and accrued liabilities                                             8,152              8,871
    Billings in excess of costs and estimated
        earnings on contracts in progress                                                2,687              1,624
    Line of credit                                                                       3,505              5,258
    Current portion of long-term obligations                                               186                461
                                                                                      --------           --------
             Total current liabilities                                                  14,530             16,462

LONG TERM OBLIGATIONS, less current portion                                                 48                110

COMMITMENTS AND CONTINGENCIES                                                                -                  -

REDEEMABLE PREFERRED STOCK
    3% Series A Redeemable Convertible Preferred stock, authorized
    10,000,000 shares of $0.01 par value; 472 shares issued and
    outstanding at September 30, 2000 (none at December 31, 1999)                        4,155                  -

SHAREHOLDERS' EQUITY
    Common stock, authorized 50,000,000 shares of $0.01 par
        value; issued and outstanding 13,580,932 shares at
        September 30, 2000 and 12,513,114 at December 31, 1999                             135                125
    Additional paid-in-capital                                                          19,693             16,579
    Warrants                                                                               350                  -
    Accumulated deficit                                                                (10,688)            (8,284)
    Accumulated other comprehensive loss                                                  (393)              (117)
                                                                                      --------           --------
             Total shareholders' equity                                                  9,097              8,303
                                                                                      --------           --------
                                                                                       $27,830            $24,875
                                                                                      ========           ========
</Table>

            See accompanying notes to condensed financial statements.


                                       1
<Page>


                             Daw Technologies, Inc.

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


<Table>
<Caption>
                                                       Three months ended             Nine months ended
                                                         September 30,                  September 30,

                                                      2000           1999            2000            1999
                                                 (As Restated)                  (As Restated)
                                                 -------------   -----------    -------------   -------------
<S>                                              <C>             <C>            <C>             <C>
Revenues                                         $    11,198     $   12,433     $    40,975     $    34,893
Cost of goods sold                                     9,702         11,659          36,321          32,495
                                                 ------------    -----------    ------------    ------------
           Gross profit                                1,496            774           4,654           2,398
Operating expenses
    Selling, general and administrative                  888          1,685           3,267           5,369
    Research and development                               -              5               -             123
    Depreciation and amortization                        101            102             365             334
                                                 ------------    -----------    ------------    ------------
                                                         989          1,792           3,632           5,826
                                                 ------------    -----------    ------------    ------------

           Earnings (loss) from operations               507         (1,018)          1,022          (3,428)
Other income (expense)
    Interest expense                                    (151)          (106)           (566)           (393)
    Other, net                                           310             (5)            381             (98)
                                                 ------------    -----------    ------------    ------------
                                                         159           (111)           (185)           (491)
                                                 ------------    -----------    ------------    ------------

           Earnings (loss) before income taxes           666         (1,129)            837          (3,919)
Income tax expense (benefit)                             336              -             587          (1,032)
                                                 ------------    -----------    ------------    ------------

           NET EARNINGS (LOSS)                   $       330     $   (1,129)    $       250     $    (2,887)
                                                 ============    ===========    ============    ============
Earnings (loss) per common share (NOTE  7)
    Basic                                        $      0.02     $    (0.09)    $     (0.18)    $     (0.23)
    Diluted                                             0.02          (0.09)          (0.18)          (0.23)
Weighted-average common and dilutive
   common equivalent shares outstanding
    Basic                                         13,496,689     12,513,114      13,097,898      12,498,431
    Diluted                                       14,484,938     12,513,114      13,097,898      12,498,431
</Table>


            See accompanying notes to condensed financial statements.


                                       2
<Page>


                             Daw Technologies, Inc.

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


<Table>
<Caption>
                                                                                           Nine months ended
                                                                                              September 30,

                                                                                           2000           1999
                                                                                       (As Restated)
                                                                                       ------------   -----------
<S>                                                                                    <C>            <C>
Increase (decrease) in cash and cash equivalents
    Cash flows from operating activities
       Net earnings (loss)                                                             $    250       $   (2,887)
       Adjustments to reconcile net earnings (loss) to net
       cash provided by (used in) operating activities
           Depreciation and amortization                                                    988            1,159
           Gain on disposal of property and equipment                                      (744)               -
           Provision for losses on accounts receivable                                       36             (224)
           Deferred income taxes                                                            382           (1,032)
           Changes in assets and liabilities
              Account receivables                                                           908             (398)
              Costs and estimated earnings in excess
                of billings on contracts in progress                                     (2,660)          (2,066)
              Inventories                                                                   428              419
              Other current assets                                                          292             (649)
              Other assets                                                                   (5)             140
              Accounts payable
                and accrued liabilities                                                     163            4,413
              Billings in excess of costs and estimated
                earnings on contracts in progress                                         1,135              766
                                                                                       ---------      -----------
                  Net cash provided by (used in) operating activities                     1,173             (359)
                                                                                       ---------      -----------
    Cash flows from investing activities
       Purchase of property
         and equipment                                                                     (162)             (88)
       Proceeds from disposition of property
         and equipment                                                                      183                -
       Proceeds from sale of net assets                                                     526                -
                                                                                       ---------      -----------
                  Net cash provided by (used in)
                    investing activities                                                    547              (88)
                                                                                       ---------      -----------
</Table>



                                   (continued)
            See accompanying notes to condensed financial statements.


                                       3
<Page>


                             Daw Technologies, Inc.

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


<Table>
<Caption>
                                                                                            Nine months ended
                                                                                              September 30,
                                                                                            2000          1999
                                                                                       (As Restated)
                                                                                       -------------  ------------
<S>                                                                                    <C>            <C>
    Cash flows from financing activities
       Decrease in checks written in excess of cash in bank                                (248)              -
       Net change in line of credit                                                      (1,753)            158
       Proceeds from issuance of preferred and common stock                               5,036              22
       Payments on long-term obligations                                                   (376)           (357)
                                                                                       ---------      ---------
                  Net cash provided by (used in)
                    financing activities                                                  2,659            (177)

Effect of exchange rate changes on cash and cash equivalents                                 28               -
                                                                                       ---------      ----------
                  Net increase (decrease) in cash
                    and cash equivalents                                                  4,407            (624)

Cash and cash equivalents at beginning of period                                            296           2,140
                                                                                       ---------      ----------
Cash and cash equivalents at end of period                                             $  4,703       $   1,516
                                                                                       =========      ==========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during the period for
     Interest                                                                          $    566       $     393
     Income taxes                                                                             -               -

</Table>

Non-cash activities:

The Company accrued dividends of $61 on its 3% Series A convertible preferred
stock.

The Company recorded an imputed dividend of $2,593 from the beneficial
conversion feature on its 3% Series A convertible preferred stock.

The Company converted $71 of its 3% Series A convertible preferred stock into
Common Stock.

Capital lease obligations of $39 for property and equipment acquisitions were
incurred.



            See accompanying notes to condensed financial statements.


                                       4
<Page>



                             Daw Technologies, Inc.

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


1.       INTERIM CONSOLIDATED FINANCIAL STATEMENTS AND RESTATEMENT

         The accompanying unaudited condensed consolidated financial statements
have been prepared by Daw Technologies, Inc. and Subsidiaries (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 and nine months ended
September 30, 2000 should be read in conjunction with the Company's annual
report on Form 10-K/A, as amended for the year ended December 31, 1999. The
results of operations for the three and nine months ended September 30, 2000 may
not be indicative of the results that may be expected for the year ending
December 31, 2000.

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:

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

o   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.

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

o   Adjustments to properly amortize leasehold improvements over the lesser of
    the estimated useful life or the life of the lease.

o   Certain reclassifications to balance sheet captions were made. 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>

1.       INTERIM CONSOLIDATED FINANCIAL STATEMENTS AND RESTATEMENT (CONTINUED)

         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 quarterly periods. The following is a summary of the effects of such
restatements on the Company's consolidated financial statements as of September
30, 2000 and for the three and nine months ended September 30, 2000:

<Table>
<Caption>
                                                              As
                                                          Previously         As
                                                           Reported       Restated
                                                          ----------     ----------
<S>                                                       <C>            <C>
Consolidated balance sheet:
  Current assets                                          $  24,535      $  21,882
   Property and equipment - net, at cost                      2,347          1,996
  Total assets                                               30,834         27,830
  Current liabilities                                        14,086         14,530
  Redeemable preferred stock                                    -            4,155
  Total shareholders' equity                                 16,700          9,097

Consolidated statement of shareholders' equity:
  Common stock                                            $     136     $      135
  Additional paid-in capital and warrants                    21,601         20,043
  Accumulated deficit                                        (5,037)       (10,688)
  Accumulated other comprehensive loss                          -             (393)
  Total shareholders' equity                                 16,700          9,097
</Table>

<Table>
<Caption>
                                                           Three months ended           Nine months ended
                                                           September 30, 2000          September 30, 2000
                                                        ------------------------    ------------------------
                                                            As                           As
                                                        Previously        As        Previously        As
                                                         Reported      Restated      Reported      Restated
                                                        ----------    ----------    ----------    ----------
<S>                                                     <C>            <C>          <C>           <C>
Consolidated statement of operations:
  Revenue, net                                          $   12,734    $   11,198    $   42,420    $   40,975
  Cost of goods sold                                        10,580         9,702        35,934        36,321
  Gross profit                                               2,154         1,496         6,486         4,654
  Total operating expenses                                   1,319           989         4,552         3,632
  Other income (expense), net                                  159           159          (187)         (185)
  Income (loss) before income taxes                            994           666         1,747           837
  Net income (loss)                                            658           330         1,159           250
  Net income (loss) available to common
   shareholders                                                597           294         1,098        (2,404)
  Net income (loss) per common share - diluted          $     0.03    $     0.02    $     0.06    $    (0.18)
</Table>


                                       6
<Page>

         2.       EARNINGS (LOSS) PER SHARE

         Basic earnings (loss) per common share (Basic EPS) is based on the
weighted average number of common shares outstanding during each period. Diluted
earnings (loss) per common share is based on shares outstanding (computed as
under Basic EPS) and potentially dilutive common shares. Potential common shares
included in the dilutive earning per share calculation include stock options and
warrants granted. Potential common shares are not included in the diluted loss
per share calculation because to do so would be antidilutive.

         3.       LINE OF CREDIT

         The Company maintains a revolving line of credit with a domestic bank
for the lesser of $4.6 million, or the available borrowing base. The interest
rate is computed at the bank's prime rate plus 5 percent per annum and requires
monthly payments of interest. The Company had approximately $3.5 million in
borrowings against the line at September 30, 2000 ($5.3 million at December 31,
1999). The line of credit expired December 31, 1999 and was first extended to
August 31, 2000 and subsequently to December 31, 2000, which included a waiver
of the Company's non-compliance with the covenants as of December 31, 1999. The
Company was in compliance with the extended line of credit agreement as of
September 30, 2000. The line of credit is collateralized by certain domestic
receivables, fixed assets and inventories. 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. The
Company is currently reviewing several financing alternatives.

         4.       BUSINESS ACQUISITION

         On April 22, 1998, the first closing date, the Company acquired the net
assets of Intelligent Enclosures Corporation. The transaction was accounted for
as a purchase and the transaction was completed on April 22, 2000, the second
closing date. At the first closing date, the Company delivered 27,023 shares of
common stock. On May 12, 2000, the Company issued an additional 618,439 shares
of common stock at the average per share closing price for the 20 consecutive
trading days prior to the second closing date, which in addition to the original
27,023 shares, equals 645,462 shares.

         5.       SEGMENT INFORMATION

         The Company has two reportable segments for the three and nine months
ended September 30, 2000, namely 1) cleanrooms and related products and 2) other
manufactured goods. The Company evaluates performance of each segment based on
earnings or 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. Identifiable
assets by segment are reported below. The Company allocates certain general and
administrative expenses, consisting primarily of facilities expenses, utilities,
and manufacturing overhead.


                                       7
<Page>

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


<Table>
<Caption>
                                                    For The Three Months            For The Nine Months
                                                     Ended September 30,            Ended September 30,
                                               -----------------------------  -----------------------------
                                                    2000           1999           2000            1999
                                               (As Restated)                  (As Restated)
                                               -------------   -------------  -------------   -------------
<S>                                            <C>             <C>            <C>             <C>
 Revenues
    Cleanrooms and related products            $      8,967    $      9,010   $     29,818    $     25,770
    Other manufactured goods                          2,231           3,423         11,157           9,123
                                               -------------   -------------  -------------   -------------

                 Totals                        $     11,198    $     12,433   $     40,975    $     34,893
                                               =============   =============  =============   =============

 Earnings (loss) from operations
    Cleanrooms and related products            $        759    $       (644)  $      2,980    $     (3,771)
    Other manufactured goods                           (252)           (374)        (1,958)            343
                                               -------------   -------------  -------------   -------------

                 Totals                        $        507    $     (1,018)  $      1,022    $    $(3,428)
                                               =============   =============  =============   =============
</Table>


<Table>
<Caption>
                                               -----------------------------
                                                  September     December 31,
                                                     30,           1999
                                                    2000           (As
                                                (As Restated)   Restated)
                                               --------------  -------------
<S>                                            <C>              <C>
Total assets
   Cleanrooms and related products             $      18,508    $    15,535
   Other manufactured goods                            1,672          2,284
   Manufacturing and corporate                         7,650          7,056
                                               --------------   ------------
                 Totals                        $      27,830    $    24,875
                                               ==============   ============
</Table>


                                       8
<Page>

         6.       CAPITAL TRANSACTIONS

         On April 28, 2000, the Company completed a $4.8 million private equity
placement through the issuance of 480 shares of the Company's 3% Series A
Convertible Preferred Stock, which are convertible into shares of the Company's
common stock. The Preferred Shares do not have voting rights. The Series A
Preferred is currently convertible into shares of Common Stock at a rate equal
to a fraction, the numerator of which is equal to $10,000 plus all accrued
dividends, and the denominator of which is equal to the lesser of (i) $1.32 and
(ii) 80% of the average of the five lowest consecutive per share market values
during the twenty-five trading days proceeding the conversion date. The net cash
received by the Company was $4,575,000. Eight shares of said preferred stock
were converted to 112,323 shares of common stock on September 7, 2000 leaving
472 preferred shares outstanding as of September 30, 2000.

         During the nine months ended September 30, 2000, the Company issued
301,550 shares of common stock in connection with the exercise of options
related to its 1993 Stock Option Plan.


                                       9
<Page>

         7.       EARNINGS (LOSS) PER COMMON SHARE

         The following data show the shares used in computing earnings (loss)
per common share including dilutive potential common stock:

<Table>
<Caption>

                                                          Three months ended              Nine months ended
                                                             September 30,                   September 30,
                                                         2000             1999            2000           1999
                                                     (As Restated)                   (As Restated)
                                                    --------------  --------------  --------------  -------------
<S>                                                 <C>              <C>             <C>             <C>

Net earnings (loss)                                 $         330    $    (1,129)    $        250    $    (2,887)

Dividends on preferred stock                                  (36)           -                (61)           -

Imputed dividend from beneficial conversion
feature                                                       -              -             (2,593)           -
                                                    --------------  --------------  --------------  -------------

Net earnings (loss) applicable to common stock      $         294    $    (1,129)    $     (2,404)   $    (2,887)
                                                    ==============  ==============  ==============  =============

Common shares outstanding entire period                13,468,609     12,513,114       12,513,114     12,498,431

Net weighted average common shares issued during
period                                                     28,080            -            584,784            -
                                                    --------------  --------------  --------------  -------------

Weighted average number of common shares used in
basic EPS                                              13,496,689     12,513,114       13,097,898     12,498,431

Dilutive effect of stock options                           55,159            -                -              -

Dilutive effect of warrants                                   -              -                -              -

Dilutive effect of preferred stock                        933,090            -                -              -
                                                    --------------  --------------  --------------  -------------

Weighted average number of common shares and
dilutive potential common shares used in diluted
EPS                                                    14,484,938     12,513,114       13,097,898     12,498,431
                                                    ==============  ==============  ==============  =============
</Table>

         For the loss periods ended September 30, 2000 and 1999, all of the
options and warrants that were outstanding were not included in the computation
of diluted EPS because to do so would have been anti-dilutive.


                                       10
<Page>

         8.       INVENTORIES


<Table>
<Caption>
         Inventories consist of the following:
                                                                    September 30,    December 31,
                                                                         2000            1999
                                                                    (As Restated)    (As Restated)
                                                                  ---------------   --------------
<S>                                                               <C>               <C>
         Raw materials                                            $       1,570     $         523
         Work in process                                                    531             2,389
                                                                  ---------------   --------------
                                                                          2,101             2,912
         Less allowance for obsolescence                                    300               300
                                                                  ---------------   --------------

                    Total                                         $       1,801     $       2,612
                                                                  ===============   ==============
</Table>


         9.       SALE OF SLEEPER CAB MANUFACTURING BUSINESS

         On July 10, 2000, the Company sold the assets associated with its
sleeper cab manufacturing business to Western Star Trucks US Inc. for
approximately $1 million. In addition, the Company retained certain accounts
receivable associated with its sleeper cab manufacturing and will continue to
receive payments on such receivables in the ordinary course of business. Western
Star Trucks US Inc. has entered into an agreement with Daw Technologies for a
limited specified time period, not to extend beyond year-end 2000, to provide
labor and management services to continue to operate the sleeper cab operations
in Salt Lake City. Western Star Trucks US Inc. has also entered into a
short-term lease for the factory space currently occupied by the sleeper cab
operation.

         The Company's contract manufacturing group, (Advanced Manufacturing),
will also be providing manufacturing and powder coat paint services to supply
the operation with raw materials for the assembly operation for the duration of
agreement all at a set markup.

         In connection with the sleeper cab manufacturing business, the Company
had recognized costs and begun setup for sleeper cab operations in South
Carolina. Due to the sale of the sleeper cab manufacturing business, the Company
discontinued operations in this location creating a loss for the quarter of
approximately $450,000 that was offset by the gain from the sale of this
business as reflected in other income on the Statement of Operations.


                                       11
<Page>


         10.      COMPREHENSIVE INCOME (LOSS)

         The following table reports comprehensive income (loss) for the three
and nine months ended September 30, 2000 and 1999:


<Table>
<Caption>
                                                          Three months ended               Nine months ended
                                                             September 30,                    September 30,
                                                         2000             1999           2000            1999
                                                     (As Restated)                   (As Restated)
                                                    --------------  --------------  -------------   -------------
<S>                                                 <C>             <C>             <C>             <C>
Net income                                          $        330    $          -    $        250    $          -

Foreign currency translation adjustment                       -                -            (276)              -
                                                    --------------  --------------  -------------   -------------
   Comprehensive income (loss)                      $        330    $          -    $        (26)   $          -
                                                    ==============  ==============  =============   =============
</Table>


         11.      RECLASSIFICATIONS

         Certain reclassifications have been made to the 1999 financial
statements to conform with the 2000 presentation.


                                       12
<Page>


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
consolidated financial statements and notes thereto included elsewhere herein,
the audited consolidated Financial Statements and "Managements Discussion and
Analysis of Financial Condition and Results of Operations" included in the
Company's report on Form 10-K/A for the year ended December 31, 1999. All data
in the tables are in thousands, except for percentages and per-share data.

            The Company's principal line of business is as a provider of
ultra-clean manufacturing environments or cleanrooms, and cleanroom component
systems for the semiconductor industry. In recent years, the Company has
typically had one to three significant customers, each of whom accounted for
approximately 10% or more of the Company's annual revenues; however, these
customers do not necessarily remain significant in subsequent years. The
semiconductor industry has been historically cyclical in nature. Capital
spending by semiconductor manufacturers has generally closely followed chip
sales. As chip sales increased from around $50 billion per year in the late
1980s to a peak of $150 billion in 1995, capital spending on new equipment and
facilities by the chip manufacturers surged to $45 billion from about $12
billion during the same period of time. As chip sales declined over the past
three years to about $122 billion in 1999, capital spending on new equipment and
facilities declined to less than $30 billion in 1998. Various industry analysts
have reported that in 1999 chip sales increased by 20%, which indicates that the
recent downturn may be ending. In addition, analysts predict that chip sales for
2000 may increase by an additional 30 to 40%. The Company can provide no
assurance that chip sales will, in fact, continue to increase during 2000 or
thereafter.

            The Company's operating results were impacted by the reduced capital
spending of the semiconductor industry during the past three years. While the
industry has shown signs of recovery from time to time over the past three
years, the Company has been consistently disappointed by continued declines.
Management believes the most recent downturn is over and the industry is on the
road to recovery. The length and duration of the recovery is still subject to
significant uncertainty.

REVENUE BACKLOG

            Beginning in the fourth quarter of 1999, the Company experienced
growth in new contract awards, resulting in an increase in the Company's backlog
from $12.8 million at December 31, 1998 to $19.7 million at December 31, 1999.
Additionally, during the first nine months of 2000, the Company has experienced
an increase in contract bidding at higher gross margins than at any time during
the three-year industry downturn. While cleanroom contract bidding continues at
a higher rate than any time in the previous three years, the actual award of
contracts does not occur evenly from quarter to quarter. During the nine months
ended September 30, 2000, actual cleanroom contract awards were approximately
$40.9 million. The Company's cleanroom contract backlog as of November 14, 2000
was $24.4 million compared to $11.4 million at September 30, 1999.


                                       13
<Page>


COST REDUCTIONS

            Although there is uncertainty regarding the condition and prospects
of a full recovery in the semiconductor industry, management continues to
believe that changes taking place in the industry should result in expanded
semiconductor industry capital expenditures. Delays in the ramp-up of 300mm
technology have delayed the expected construction of a whole series of 300mm
fabs worldwide. However, beginning in the fourth quarter of 1999 and continuing
in the first nine months of 2000, construction of some of these delayed fabs was
initiated. In response to the most recent down cycle, management has taken steps
to reduce the Company's cost structure, including an approximate 26% cut in
wages in 1999 as compared to 1998 and an additional 22% in the first nine months
of 2000 as compared to 1999. In 1998, the Company reduced its work force by more
than 50%. During 2000, management is continuing to closely monitor the Company's
cost structure, and is taking appropriate actions as considered necessary, but
is continuing to develop state-of-the-art cleanroom technology, providing
world-class support to the Company's customers, and continuing its
diversification strategy.

DIVERSIFICATION

            In the development of ultra-clean environments, the Company has been
able to develop several related technologies and has become very efficient in
light-weight construction, air handling, filtering, powder painting, and
environmental controls. These related technologies have enabled the Company to
diversify in new areas outside of ultra-clean environments, which so closely
depends upon the semiconductor industry. The development of the light-weight
sleeper cab business unit that was sold for a gain is an example of the
technology opportunities available to the Company. Air doors and light-weight
trailers are also areas the Company is developing. In addition to
diversification in cleanroom-related technologies, the Company has developed a
lower class of cleanroom used in the biochemical, pharmaceutical, and medical
hospital applications. The Company's European operation is currently under
contract for the construction of several Class 3 cleanroom facilities.
Management is not only committed to growth within the semiconductor cleanroom
industry but also is pursuing several other related ventures.

DAW TECHNOLOGY MANUFACTURED PRODUCTS

            Daw Technologies continues to provide some of the most accepted
floor, wall, and ceiling products in the cleanroom industry. The Company
continues to accept orders for its high quality products on a regular basis.
However, due to price competitiveness in the international markets, it has
become necessary to offer customers alternative product solutions in the bid
process. The Company has been able to identify alternative third-party products
that meet the specifications of the semiconductor industry and compare in the
level of quality that the Daw products provide.

COMPANY PRACTICES AND PROCEDURES

            The Company uses the percentage-of-completion method of accounting
for its long-term cleanroom contracts. The Company recognizes revenue in
proportion to the costs incurred to date in relation to the total anticipated
costs. Revenue recognized may not be the same as progress billings to the
customer. Under-billings are reflected in an asset account (costs and estimated
earnings in excess of billings on contracts in progress), and over-billings are
reflected in a liability account (billings in excess of costs and estimated
earnings on contracts in progress). Non-cleanroom revenue is generally
recognized when the products are shipped to the customer.


                                       14
<Page>

            The Company generates revenue primarily in two geographic regions;
North America and Europe. Although the risk of fluctuations in currency value
does not affect the Company's dollar-denominated contracts, changes in the
relative value of the dollar could make the Company less competitive in various
markets. Contracts to be performed in Europe may be denominated in local
currency, and the Company bears the risk of changes in the relative value of the
dollar and the local currencies. Devaluation of world currencies against the
U.S. dollar has created extreme price competitiveness from Korean, Japanese, and
German manufacturers and integrators of systems. The Company has in the past and
may in the future attempt to hedge against currency fluctuations on contracts
denominated in local currencies. There can be no assurance, however, that such
hedging will fully insulate the Company from fluctuations or will not expose the
Company to additional risks of loss.

         The Company's business and operations have not been materially affected
by inflation during the periods for which financial information is presented.

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, most of the accounting for the Company's
European operations was done 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 UK subsidiary, but all of the Company's European operations. At that
time, all European accounts were transferred to Daw Europe to manage, and Daw
Europe personnel took over all of the accounting for all of the Company's
foreign operations.

         Daw Europe's business grew very rapidly between 1999 and 2001, with
annualized revenue almost doubling during that two-year period. During this
period of rapid growth, Daw Europe was allowed significant autonomy, and its
responsibilities included maintaining all of the financial records for not only
the UK subsidiary, but all of the Company's operations throughout Europe and the
Middle East.

         As it turns out, the accounting systems and personnel in the Daw Europe
office were unable to keep pace with the rapid growth and 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.

         One of the problems that developed involved the Company's recognition
of revenue on construction projects. In accordance with generally accepted
accounting principles, Daw recognizes revenue on its long term construction
projects based on the percentage of completion method of accounting. 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 personnel therefore
created a financial spreadsheet to help


                                       15
<Page>


account for the recognition of revenue on its numerous European projects. This
method of tracking and accounting for contracts in progress resulted in some
problems, including the following:

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

2.       When the numbers derived from formulas seemed incorrect, accounting
         personnel in Daw Europe 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.

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

4.       The Daw Europe 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 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 various 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 always obtaining objective accounting documentation, the
accounting personnel 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 some
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 described in Note
1 to the condensed consolidated financial statements.


                                       16
<Page>

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

Selected Financial Information

<Table>
<Caption>


                                                      Three months ended             Nine months ended
                                                        September 30,                  September 30,
                                                     2000           1999            2000           1999
                                                 (As Restated)                  (As Restated)
                                                 -------------  -------------   -------------  -------------
<S>                                              <C>            <C>             <C>            <C>

Revenues......................................   $      11,198  $      12,433   $      40,975  $      34,893
Gross profit..................................           1,496            774           4,654          2,398

Operating expenses............................             989          1,792           3,632          5,826

Net earnings (loss)...........................   $         330  $      (1,129)  $         250  $      (2,887)

</Table>

<Table>
<Caption>

                                               ------------------------------------
                                                 SEPTEMBER 30,     DECEMBER 31,
                                                     2000              1999
                                                 (As Restated)    (As Restated)
                                               ---------------- ------------------
<S>                                              <C>              <C>

BALANCE SHEET DATA:
Cash and cash equivalents.................              $4,703             $296
Working capital...........................               7,352              973
Total assets..............................              27,830           24,875
Total liabilities.........................              14,578           16,572
Preferred stock...........................               4,155                -
Total shareholders' equity..................             9,097            8,303
</Table>


         Revenue for the three months ended September 30, 2000 decreased by 9.9%
to $11.2 million compared to $12.4 million for the three months ended September
30, 1999. Revenue for the nine months ended September 30, 2000 increased by
17.4% to $41.0 million compared to $34.9 million for the nine months ended
September 30, 1999.

         As noted above, the Company's revenues fluctuate substantially from
quarter to quarter depending on such factors as the timing of significant
customer orders, the timing of revenue and cost recognition, and fluctuations in
capital spending by the semiconductor industry. However, the sale of the sleeper
cab business unit on July 10, 2000 did contribute to a decrease in revenue of
approximately $1.8 million for the three months ended September 30, 2000 as
compared to the average revenue recognized for the sleeper cab business unit
during the first two quarters of 2000.

         The increase in revenues for the nine months ended September 30, 2000
is generally attributed to an increase in capital spending by the semiconductor
industry following an extended industry downturn during the last three years.
The semiconductor industry capital spending increase resulted in more
cleanroom-related contract awards during the fourth quarter of 1999 and the
first three quarters of 2000. As a result, the increase has resulted in more
recognition of revenue during the first three quarters of 2000 compared with the
first three quarters of 1999.

                                       17

<Page>

         Gross profit for the three months ended September 30, 2000 increased by
93.3% to $1.5 million from $774,000 for the three months ended September 30,
1999 and increased as a percentage of revenue to 13.4% for the three months
ended September 30, 2000 from 6.2% for the three months ended September 30,
1999. Gross profit for the nine months ended September 30, 2000 increased by
94.1% to $4.7 million from $2.4 million for the nine months ended September 30,
1999 and increased as a percentage of revenue to 11.4% for the nine months ended
September 30, 2000 from 6.9% for the nine months ended September 30, 1999. The
increase in gross profit is the result of a combination of higher margins
realized on certain contracts in process through various gains in efficiencies
as part of the bidding process.

         Selling, general and administrative expenses for the three months ended
September 30, 2000 decreased by 47.3% to $888,000 compared to $1.7 million for
the three months ended September 30, 1999, and decreased as a percentage of
revenue to 7.9% for the three months ended September 30, 2000 from 13.6% for the
three months ended September 30, 1999. For the nine months ended September 30,
2000, selling, general and administrative expenses decreased by 39.2% to $3.3
million compared to $5.4 million for the nine months ended September 30, 1999,
and decreased as a percentage of revenue to 8.0% for the nine months ended
September 30, 2000, from 15.4% for the nine months ended September 30, 1999. 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 payroll and related expenses.

         Research and development expense for the three months ended September
30, 2000 decreased to zero compared to $5,000 for the three months ended
September 30, 1999. Research and development expense for the nine months ended
September 30, 2000 decreased to zero compared to $123,000 for the nine months
ended September 30, 1999. The Company continues to improve current Daw products
and may fund future research and development projects to develop new products in
its diversification program.

         Depreciation and amortization expense for the three months ended
September 30, 2000 decreased slightly to $101,000 compared to $102,000 for the
three months ended September 30, 1999. Depreciation and amortization expense for
the nine months ended September 30, 2000 increased 9.3% to $365,000 compared to
$334,000 for the nine months ended September 30, 1999.

         Interest expense for the three months ended September 30, 2000
increased 42.5% to $151,000 compared to $106,000 for the three months ended
September 30, 1999. Interest expense for the nine months ended September 30,
2000 increased 44.0% to $566,000 compared to $393,000 for the nine months ended
September 30, 1999. The increase in interest expense is the result of an
increase in borrowings during the quarter and nine months, higher interest rates
against the Company's line of credit and additional fees associated with the
extension of the line of credit.

LIQUIDITY AND CAPITAL RESOURCES

         Working capital at September 30, 2000 was $7.4 million compared to
$973,000 at December 31, 1999. This includes cash and cash equivalents of $4.7
million at September 30, 2000 and $296,000 at December 31, 1999. The Company's
operations provided $1.2 million of net cash during the nine months ended
September 30, 2000, compared to using $359,000 of net cash in operations during
the nine months ended September 30, 1999. During the nine months ended September
30, 2000, the Company experienced an increase in costs and estimated earnings in
excess of billings on contracts in progress, and

                                       18

<Page>

billings in excess of costs and estimated earnings on contracts in progress. In
addition, the Company experienced a decrease in its receivables, accounts
payable and accrued liabilities, inventories and line of credit during the nine
months ended September 30, 2000.

         The Company maintains a revolving line of credit with a domestic bank
for the lesser of $4.6 million, or the available borrowing base. The interest
rate is computed at the bank's prime rate plus 5 percent per annum and requires
monthly payments of accrued interest only. The Company had approximately $3.5
million in borrowings against the line at September 30, 2000 ($5.3 million at
December 31, 1999). The line of credit expired December 31, 1999 and was first
extended to August 31, 2000 and subsequently to December 31, 2000, which
included a waiver of the Company's non-compliance with the covenants as of
December 31, 1999. The Company was in compliance with the extended line of
credit agreement as of September 30, 2000. The line of credit is collateralized
by certain domestic receivables, fixed assets and inventories. 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. The Company is currently reviewing several financing
alternatives.

         Management believes that existing cash balances, borrowings available
under the existing line of credit or future credit facilities, and cash
generated from operations will be adequate to meet the Company's anticipated
cash requirements through the next twelve months. 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.


FACTORS AFFECTING FUTURE RESULTS

         The Company's future operations will be impacted by, among other
factors, risks and uncertainties that could result in actual operating results
differing materially from anticipated operating results and past operating
results and trends. These risks and uncertainties include the need for
additional capital, the availability and price of such capital, pricing
pressures, cancellations of existing contracts, timing of significant customer
orders, increased competition, and changes in semiconductor and cleanroom
technology.


THIS REPORT CONTAINS CERTAIN "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.

                                       19

<Page>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on April 24, 2002.

                            DAW TECHNOLOGIES, INC.

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