UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 AMENDMENT NO. 1
                                 ---------------

                                   FORM 10-Q/A

[Mark One]

[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

           For the transition period from __________ to ___________ .

                           Commission File No. 0-19727

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

    Florida                                           59-3094503
    -----------------------------------------------   --------------------------
    (State  or other jurisdiction of incorporation)   (I.R.S. Employer
                                                       Identification No.)

    4311 West Waters Avenue, Suite 501
    Tampa, Florida                                    33614
    -----------------------------------------------   --------------------------
    (Address of principal executive office)           (Zip code)

                                 (813) 885-2112
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                 Not applicable
--------------------------------------------------------------------------------
              (Former name, former address and formal fiscal year,
                         if changed since last report)

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 and (2) has been subject to such filing requirements for
the past 90 days.

                                 Yes [x] No [ ]

               Applicable Only to Insurers Involved in Bankruptcy
                   Proceedings During the Preceding Five Years

Indicate by a check mark  whether the  registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

                                 Yes [x] No [ ]

                      Applicable Only to Corporate Issuers

The  number  of shares  of the  Registrant's  common  stock,  $.001  par  value,
outstanding as of March 31, 2001 was 5,597,244 shares.

<PAGE>


                          CUMBERLAND TECHNOLOGIES, INC.

                                    FORM 10-Q

                                      INDEX

PART I   FINANCIAL INFORMATION
------   ---------------------
                                                                            Page
                                                                            ----

         Item 1.   Condensed consolidated balance sheets at
                     March 31, 2001(unaudited) and
                     December 31, 2000 ......................................1-2

                   Condensed consolidated statements of operations
                     for the three months ended March 31, 2001 and
                     March 31, 2000 (unaudited) ...............................3

                   Condensed consolidated statements of stockholders'
                     equity for the three months ended March 31, 2001
                     (unaudited)and for the year ended December 31, 2000 ......4

                   Condensed consolidated statements of cash flows
                     for the three months ended March 31, 2001 and
                     March 31, 2000 (unaudited) ...............................5

                   Notes to condensed consolidated financial statements
                     (unaudited) ...........................................6-13

         Item 2.   Management's Discussion and Analysis of financial
                     condition and results of operations ..................14-15

         Item 3.   Quantitative and Qualitative Disclosures about
                     Market Risk .............................................16


PART II OTHER INFORMATION
------- -----------------

         Item 1.   Legal proceedings .........................................17

         Item 2.   Changes in securities .....................................17

         Item 3.   Defaults upon senior securities ...........................17

         Item 4.   Submission of matters to a vote of security holders .......17

         Item 5.   Other information .........................................17

         Item 6.   Exhibits and Reports of Form 8-k ..........................17

                   Signatures ................................................18

<PAGE>


           UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q
                         PART I - FINANCIAL INFORMATION


Item 1.    FINANCIAL STATEMENTS
-------    --------------------

                          CUMBERLAND TECHNOLOGIES, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                     ------


                                                       -------------------------
                                                        March 31,   December 31,
                                                          2001         2000
                                                       -------------------------
                                                       (unaudited)
Investments:
-----------
   Securities available-for-sale at fair value:
     Debt securities ...............................   $ 7,945,741   $ 7,553,010
     Equity securities .............................         4,197         2,716
   Debt securities held-to-maturity at amortized
     cost (fair value, 2001 - $1,232,013
     2000 - $1,227,130) ............................     1,224,214     1,223,593
   Mortgage loans on real estate, at unpaid
     principal .....................................       741,747       742,068
   Short-term investments ..........................       433,993       433,993
                                                       -----------   -----------
     Total investments .............................    10,349,892     9,955,380

Cash and cash equivalents ..........................     1,195,347       693,778
Accrued investment income ..........................       120,628       185,011

Reinsurance recoverable ............................     4,208,726     4,910,443

Accounts receivable:
-------------------
   Nonaffiliate less allowance for doubtful
     accounts of $13,750 ...........................     4,250,930     3,821,206
   Affiliate .......................................       437,636       436,997
Income tax recoverable .............................       186,588       167,588
Deferred income tax asset ..........................       175,234       175,234
Deferred policy acquisition costs ..................     2,073,219     1,955,018
Intangibles, net ...................................     1,079,163     1,115,316
Other investment ...................................       595,496       582,532
Other assets .......................................       360,248       311,082
                                                       -----------   -----------
                                                       $25,033,107   $24,309,585
                                                       ===========   ===========


            See notes to condensed consolidated financial statements.


<PAGE>


                          CUMBERLAND TECHNOLOGIES, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY



                                                    ----------------------------
                                                    March 31,       December 31,
                                                     2001              2000
                                                    ----------------------------
                                                    (unaudited)
Policy liabilities and accruals:
-------------------------------
   Loss and loss adjustment expenses .............  $  4,694,374   $  5,185,626
   Unearned premiums .............................     6,047,266      5,775,524
Ceded reinsurance payable ........................       638,631        721,513
Derivative liability .............................       944,034           --
Accounts payable and other liabilities ...........     2,726,488      2,637,748
Debt:
----
   Nonaffiliate ..................................       963,885      1,102,683
   Affiliate .....................................     1,000,000      1,000,000
                                                    ------------   ------------
   Total liabilities .............................    17,014,678     16,423,094
                                                    ------------   ------------
Stockholders' equity:
--------------------
   Preferred stock, $.001 par value; 10,000,000
       shares authorized, no shares issued .......          --             --
   Common stock, $.001 par value; 10,000,000
       shares authorized; 5,915,356 and 5,871,356
       shares issued, respectively ...............         5,916          5,872
   Capital in excess of par value ................     7,270,316      7,264,860
   Accumulated other comprehensive income ........         8,906        104,485
   Retained earnings .............................       997,010        774,993
                                                    ------------   ------------
                                                       8,282,148      8,150,210
   Less treasury stock, at cost, 318,112  shares .      (263,719)      (263,719)
                                                    ------------   ------------
   Total stockholders' equity ....................     8,018,429      7,886,491
                                                    ------------   ------------
                                                    $ 25,033,107   $ 24,309,585
                                                    ============   ============


            See notes to condensed consolidated financial statements.

<PAGE>


                          CUMBERLAND TECHNOLOGIES, INC.

           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


                                                    ----------------------------
                                                    Three Months Ended March 31,
                                                        2001            2000
                                                    ----------------------------

Revenue:
-------
Direct premiums earned .........................    $ 3,385,153     $ 2,724,631
Reinsurance premiums assumed ...................        751,015         702,865
Less reinsurance ceded .........................     (1,051,471)       (716,609)
                                                    -----------     -----------
Net premium income .............................      3,084,697       2,710,887
Net investment income ..........................        155,934         139,570
Net realized investment gains ..................           --           213,258
Other income ...................................        599,438         396,414
                                                    -----------     -----------
Total revenue ..................................      3,840,069       3,460,129
                                                    -----------     -----------
Benefits and Expenses:
---------------------
Losses and loss adjustment expenses ............        882,392         750,096
Amortization of deferred policy acquisition
    costs ......................................      1,096,621         886,483
Operating expenses .............................      1,466,300       1,109,983
Interest expense ...............................         62,319          52,802
                                                    -----------     -----------
Total expenses .................................      3,507,632       2,799,364
                                                    -----------     -----------
Income before income tax expense ...............        332,437         660,765
Income tax expense .............................        110,420         222,091
                                                    -----------     -----------
Net income .....................................    $   222,017     $   438,674
                                                    ===========     ===========
Weighted average number of shares
    outstanding ................................      5,564,488       5,447,966
                                                    ===========     ===========
Net income per share - basic ...................    $      0.04     $      0.08
                                                    ===========     ===========


            See notes to condensed consolidated financial statements.


<PAGE>
<TABLE>
<CAPTION>


                          CUMBERLAND TECHNOLOGIES, INC.

      CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)



Accumulated
                                                                 Capital in
Other        Retained
                                           Common Shares          Excess of
Comprehensive   Earnings                    Total
                                           -------------             Par
Income      (Accumulated   Treasury    Stockholders'
                                        Stock       Amount          Value
(Loss)         Deficit)      Stock       Equity
                                        -----       ------        -----------
-----------   -----------   ------------  -----------
<S>                                    <C>         <C>            <C>
<C>          <C>            <C>           <C>

Balance at January 1, 2000 .........    5,815,356   $     5,816   $ 7,257,916  $
  (40,897)  $  (266,756)  $  (263,719)  $6,692,360

   Exercise of 56,000 shares
       under 1991 stock
       option plan .................       56,000            56         6,944
                                             7,000

   Net increase in unrealized
       depreciation of
       available-for-sale
       securities, net of
       income tax ..................
  145,382                                  145,382

   Net income ......................
              1,041,749                  1,041,749

                                         ----------
   Comprehensive income ............
                                         1,187,131
                                        ---------    -----------  -----------
----------     ---------    ----------    ----------
Balance at December 31, 2000 .......    5,871,356         5,872     7,264,860
  104,485       774,993      (263,719)   7,886,491

   Exercise of 44,000 shares
       under 1991 stock
       option plan .................       44,000            44         5,456
                                             5,500

   Net decrease in unrealized
       appreciation of
       available-for-sale
       securities, net of
       income tax ..................
  (95,579)                                 (95,579)

   Net income ......................
                222,017                    222,017

                                        -----------
   Comprehensive income ............
                                           126,438
                                      -----------   -----------   -----------
-----------   -----------   -----------   -----------
Balance at March 31, 2001 ..........    5,915,356   $     5,916   $ 7,270,316  $
    8,906   $   997,010   $  (263,719)  $8,018,429
                                      ===========   ===========   ===========
===========   ===========   ===========   ===========


            See notes to condensed consolidated financial statements.
</TABLE>

<PAGE>

                          CUMBERLAND TECHNOLOGIES, INC.

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                    ----------------------------
                                                    Three Months Ended March 31,
                                                        2001             2000
                                                    ----------------------------
Operating activities:
--------------------
Net income .........................................  $   222,017   $   438,674
Adjustments to reconcile net income to cash
   provided by operating activities:
       Accretion of investment discounts and
           premiums ................................       (8,979)         (125)
       Policy acquisition costs amortized ..........    1,096,621       886,483
       Policy acquisition costs deferred ...........   (1,214,822)   (1,094,986)
       Amortization ................................       36,153        40,882
       Net realized gains on sales of
           investments .............................         --        (213,258)
       (Increase) decrease in:
           Accrued investment income ...............       64,383       (32,920)
           Reinsurance recoverable .................      701,717       102,111
           Accounts receivables ....................     (429,724)     (795,122)
           Income tax recoverable ..................      (19,000)         --
           Other assets ............................      (49,166)      (58,534)
       Increase (decrease) in:
           Policy liabilities and accruals .........     (219,510)      588,553
           Derivative liability ....................      944,034          --
           Ceded reinsurance payable ...............      (82,882)      115,716
           Accounts payable and other liabilities ..       88,740          --
           Income tax payable ......................         --          70,000
                                                      -----------   -----------
Net cash provided by operating activities ..........    1,129,582        47,474
Investing activities:
--------------------
Securities available-for-sale:
       Purchases - fixed maturities ................     (481,433)   (3,795,509)
       Proceed from sales - fixed maturities .......         --       1,999,256
       Purchases - equities ........................         --         354,952
Securities held-to-maturity:
       Purchases- fixed maturities .................         --       1,500,000
Proceeds from mortgage loan ........................          321           298
Other investment ...................................      (12,964)       (4,781)
                                                      -----------   -----------
Net cash (used in) provided by  investing activities     (494,076)       54,216
Financing activities:
--------------------
Payments on debt, affiliate and
   non-affiliate ...................................     (138,798)      (12,994)
Stock options exercised ............................        5,500          --
Net change in advances from affiliates .............         (639)      (28,502)
                                                      -----------   -----------
Net cash (used in) financing activities ............     (133,937)      (41,496)
                                                      -----------   -----------
Increase in cash and cash equivalents ..............      501,569        60,194
Cash and cash equivalents, beginning of period .....      693,778     2,000,147
                                                      -----------   -----------
Cash and cash equivalents, end of period ...........  $ 1,195,347   $ 2,060,341
                                                      ===========   ===========

Supplemental cash flows disclosure:
----------------------------------
Cash paid for interest .............................  $    24,498   $    52,802
                                                      -----------   -----------
Cash paid for income taxes .........................  $      --     $   144,650
                                                      ===========   ===========


            See notes to condensed consolidated financial statements.
<PAGE>

                          CUMBERLAND TECHNOLOGIES, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2001
                                   (UNAUDITED)


1.   Ownership and Organization
     --------------------------

     Cumberland  Technologies,  Inc. ("CTI" or the "Company")  f/k/a  Cumberland
     Holdings, Inc., a Florida corporation,  was formed on November 18, 1991, to
     be a Holding company and a wholly-owned subsidiary of Kimmins Corp. ("KC").
     Effective  October 1, 1992, KC contributed  all of the  outstanding  common
     stock of two of its other wholly-owned subsidiaries,  Cumberland Casualty &
     Surety Company ("CCS") and Surety Specialists, Inc. ("SSI") to CTI. KC then
     distributed  to its  stockholders  CTI's  common  stock on the basis of one
     share of common  stock of CTI for each five  shares of KC common  stock and
     Class B common stock owned (the Distribution).  Effective January 30, 1997,
     Cumberland Holdings, Inc. changed its name to Cumberland Technologies, Inc.
     CTI  conducts  its  business  through  five  subsidiaries.  CCS,  a Florida
     corporation formed in May 1988, provides  underwriting for specialty surety
     and  performance  and payment bonds for  contractors.  The surety  services
     provided include direct surety and to a lesser extent, assumed reinsurance.
     SSI, a Florida corporation formed in August 1988, is a general lines agency
     which operates as an independent  agent. The Surety Group ("SG"), a Georgia
     corporation,  and  Associates  Acquisition  Corp.  d/b/a Surety  Associates
     ("SA"), a South Carolina corporation,  purchased in February and July 1995,
     respectively,  are general  lines  agencies  which  operate as  independent
     agencies.   Official  Notary  Service  of  Texas,  Inc.  ("ONS"),  a  Texas
     corporation  formed in February  1994, is an inactive  corporation.  Qualex
     Consulting Group, Inc. ("Qualex"), a Florida corporation formed in November
     1994,  provides  claim and  contracting  consulting  services.  CTI and its
     subsidiaries are referred to herein as the "Company."

2.   Summary of Significant Accounting Policies
     ------------------------------------------

     Principles of Consolidation
     ---------------------------

     The consolidated  financial  statements include the accounts of CTI and its
     wholly owned  subsidiaries.  All  material  intercompany  transactions  and
     balances have been eliminated in consolidation.

<PAGE>
                          CUMBERLAND TECHNOLOGIES, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


     Basis of Presentation
     ---------------------

     The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with generally accepted  accounting  principles
     for interim  financial  information and with the instructions to Form 10-Q.
     Accordingly,  they do not include all of the information and notes required
     by accounting principles generally accepted in the United States of America
     for  complete  financial  statements.  In the  opinion of  management,  all
     adjustments  (consisting of normal recurring accruals) considered necessary
     for a fair presentation have been included. Operating results for the three
     months ended March 31, 2001 are not  necessarily  indicative of the results
     that may be expected  for any future  quarters or the year ending  December
     31,  2001.  For  further  information,   refer  to  consolidated  financial
     statements  and notes  thereto as of and for the years ended  December  31,
     2000 and 1999,  included  in the  Company's  Form  10-K for the year  ended
     December 31, 2000 as filed with the United States  Securities  and Exchange
     Commission on April 17, 2001.

     Reclassifications
     -----------------

     Certain amounts in the 2000 financial  statements have been reclassified to
     conform  to  the  2001  financial   statement   presentations.

     Use of Estimates
     ----------------

     The  preparation of  consolidated  financial  statements in conformity with
     accounting  principles  generally  accepted in the United States of America
     requires  management  to make  estimates  and  assumptions  that affect the
     amounts reported in the consolidated  financial statements and accompanying
     notes.  Such estimates and  assumptions  could change in the future as more
     information  becomes  known which would  affect the  amounts  reported  and
     disclosed herein.

3.   Earnings Per Share
     ------------------

     Earnings  per share for the three  months  ended March 31, 2001 and 2000 is
     based on the weighted  average number of shares  outstanding,  adjusted for
     the dilutive  effect of stock options,  and is the same on both a basic and
     fully diluted basis.


<PAGE>


                          CUMBERLAND TECHNOLOGIES, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


4.   Investments
     -----------

     The  Components  of  unrealized  appreciation  of  investments  recorded in
     stockholders' equity are as follows:

                                          Three Months           Twelve Months
                                             Ended                  Ended
                                          March 31, 2001       December 31, 2000
                                         ------------------  -------------------
     Fixed maturities, net of
      income tax .....................     $  29,547              $ 126,607
     Equities ........................       (20,641)               (22,122)
                                           ---------              ---------
     Total change in unrealized
      appreciation, net of
      income taxes ...................     $   8,906              $ 104,485
                                           =========              =========

5.   Income Taxes
     ------------

     The Company's  provision for income taxes for the quarters  ended March 31,
     2001 and 2000 has been calculated  using an effective rate of approximately
     33%.

6.   Related Party Transactions
     --------------------------

     In 1988,  CCS issued a surplus  debenture to KC in exchange for  $3,000,000
     which  bears  interest  at 10 percent  per annum.  Interest  and  principal
     payments are subject to approval by the Florida Department of Insurance. On
     April 1, 1997, CTI forgave $375,000 of its $3,000,000 surplus debenture due
     to CCS. As a result, CCS increased paid in capital by $375,000. On June 30,
     1999,  CTI forgave  $576,266 of its $2,625,000  surplus  debenture due from
     CCS. As a result, CCS increased paid-in capital to $1,000,000.  As of March
     31, 2001 and December 31, 2000,  no payments  could be made under the terms
     of the debenture.

     KC and SSI entered into an agreement with an independent  contractor,  AEC,
     on August 16, 1989 on a  construction  contract with the United States Navy
     (the "Navy").  Pursuant to this contract, the Company, as surety,  executed
     and  delivered  to the Navy  certain  performance  and  payment  bonds (the
     "Bonds").  At the time that the  Bonds  were  issued,  KC  entered  into an
     indemnification  agreement  with the Company,  whereby KC  indemnified  the
     Company from any and all losses,  costs,  and expenses  incurred related to
     the Bonds.  In 1991,  the Navy default and  terminated AEC on the contract.
     The  contract  has  been  in  litigation  since  the  termination  in  1991
     generating  a  subrogation   receivable  in  the  amount  of  approximately
     $1,851,490  and  $1,851,000  as of March 31, 2001 and  December  31,  2000,
     respectively.  In  the  event  that  the  Company  is  unsuccessful  in its
     litigation  activities  with the Navy,  management of the Company  believes
     that KC will  reimburse  the Company for the losses and  expenses  incurred
     related to the Bonds.

<PAGE>

                          CUMBERLAND TECHNOLOGIES, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


7.   Notes Payable
     -------------

     Affiliate
     ---------

     Effective November 10, 1998, CTI entered into a $1,000,000 convertible term
     note agreement with TransCor Waste Services,  Inc., a subsidiary of KC. The
     note is due  November  10, 2001 and bears  interest at 10%.  The lender may
     convert the principal amount of the note or a portion thereof into a common
     stock at $3.00 per share subsequent to a six-month anniversary and prior to
     the maturity date.

     Nonaffiliate
     ------------

     In connection  with the  acquisition of certain  agencies  during 1995, the
     Company entered into two notes payable with the agencies' previous  owners.
     One note is due March 1, 2002 and bears interest at 8% through February 28,
     2001 and 10%  thereafter.  Principal  payments of $150,000 are due annually
     beginning  March 1, 2000. The other is due June 30, 2010 and bears interest
     at 9%. Principal and interest payments of $11,104 are due monthly beginning
     April 1, 1997.

8.   Intangibles
     -----------

     Intangible  assets are stated at cost and principally  represent  purchased
     customer accounts,  noncompete  agreements,  purchased contract agreements,
     and the  excess of costs  over the fair  value of  identifiable  net assets
     acquired ("Goodwill").  Goodwill is amortized on a straight-line basis over
     15 years and all other  intangible  assets are amortized on a straight-line
     basis over the related  estimated lives and contract  periods,  which range
     from 3 to 15 years.  Purchased  customer  accounts  are  records  and files
     obtained from acquired  businesses  that contain  information  on insurance
     policies  and the  related  insured  parties  that is  essential  to policy
     renewals.

     The  carrying  value of Goodwill and other  intangible  assets are reviewed
     periodically  for impairment.  If this review indicates that the intangible
     assets will not be  recoverable,  as determined  based on the  undiscounted
     cash flows of the entity acquired over the remaining  amortization  period,
     the Company's  carrying value of the Goodwill and other  intangible  assets
     will be reduced by the estimated shortfall of cash flows.

<PAGE>

                          CUMBERLAND TECHNOLOGIES, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


8.   Intangibles (continued)
     -----------------------

     New Accounting Pronouncements
     -----------------------------

     On June 29, 2001,  Statement of Financial  Accounting  Standards (SFAS) No.
     141,  "Business  Combinations"  was  approved by the  Financial  Accounting
     Standards  Board (FASB).  SFAS No. 141 requires that the purchase method of
     accounting be used for all business  combinations  initiated after June 30,
     2001.  Goodwill  and certain  intangible  assets will remain on the balance
     sheet and not be amortized. On an annual basis, and when there is reason to
     suspect that their values have been  diminished  or impaired,  these assets
     must be tested  for  impairment,  and  write-downs  may be  necessary.  The
     Company is  required to  implement  SFAS No. 141 on July 1, 2001 and it has
     not  determined  the impact,  if any, that this  statement will have on its
     consolidated financial position or results of operations.

     On June 29, 2001, SFAS No. 142,  "Goodwill and Other Intangible Assets" was
     approved by the FASB. SFAS No. 142 changes the accounting for goodwill from
     an  amortization  method to an  impairment-only  approach.  Amortization of
     goodwill,  including goodwill recorded in past business combinations,  will
     cease upon adoption of this statement. The Company is required to implement
     SFAS No. 142 on January 1, 2002 and it has not  determined  the impact,  if
     any, that this statement will have on its consolidated  financial  position
     or results of operations.

9.   Loss and Loss Adjustment Expenses
     ---------------------------------

     The liability for unpaid claims including  incurred but not reported losses
     is based on the estimated  ultimate  cost of settling the claim  (including
     the effects of inflation and other  societal and economic  factors),  using
     past  experience  adjusted  for current  trends and any other  factors that
     would modify past experience. These estimates are subject to the effects of
     trends in loss severity and frequency. Although considerable variability is
     inherent in such estimates, management believes that the liability for loss
     and loss  adjustment  expenses is adequate.  The estimates are  continually
     reviewed  and  adjusted  as  necessary  as   experience   develops  or  new
     information  becomes  known.  Such  adjustments  are  included  in  current
     operations. A liability for all costs expected to be incurred in connection
     with the settlement of unpaid claims (loss  adjustment  expense) is accrued
     when the related  liability  for unpaid loss is  accrued.  Loss  adjustment
     expenses include costs associated  directly with specific claims paid or in
     the  process  of  settlement,  such as  legal  and  adjusters'  fees.  Loss
     adjustment expenses also include other costs that cannot be associated with
     specific  claims  but are  related  to  claims  paid or in the  process  of
     settlement, such as internal costs of the claims function.

     The Company does not  discount its reserves for losses and loss  adjustment
     expenses.  The Company writes primarily surety contracts which are of short
     duration.

     The Company does not consider investment income in determining if a premium
     deficiency relating to short duration contracts exists.

<PAGE>

                          CUMBERLAND TECHNOLOGIES, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


10.  Unearned Premiums
     -----------------

     Unearned premiums are deferred and amortized on a pro-rated basis.

11.  Reinsurance
     -----------

     The  Company  assumes and cedes  reinsurance  and  participates  in various
     pools. The financial  statements reflect premiums,  benefits and settlement
     expenses,  and deferred policy acquisition costs, net of reinsurance ceded.
     Amounts  recoverable  from reinsurers are estimated in a manner  consistent
     with the future  policy  benefit and claim  liability  associated  with the
     reinsured policies.

     Accounts  recoverable from reinsurers for unpaid losses are presented as an
     asset in the accompanying consolidated financial statements.

12.  Accounting for Derivative Instruments
     -------------------------------------

     SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities,
     is effective for all fiscal years  beginning  after June 15, 2000. SFAS No.
     133,  as  amended,  establishes  accounting  and  reporting  standards  for
     derivative  instruments,  including certain derivative instruments embedded
     in other contracts, and for hedging activities. Under SFAS No. 133, certain
     contracts  that  were  not  formerly  considered  derivatives  now meet the
     definition of a derivative.  The Company  identified one product that meets
     the  definition of a derivative  instrument as defined in SFAS No. 133. The
     policy provides  coverage to the Registered  Investment  Advisor who writes
     insured's investing in mutual funds and other investment  instruments.  The
     loss on any policy is determined  by a reduction  below cost in the account
     of the insured  over a five-year  period.  The  identified  derivative  was
     accounted for as an insurance  contract  within the policy  liabilities for
     loss and loss adjustment expenses account in the consolidated balance sheet
     for periods prior to January 1, 2001.

     Effective  January 1, 2001 the Company adopted SFAS No. 133. The transition
     adjustment of $600,000 was  reclassified  from the policy  liabilities  for
     loss and loss  adjustment  expenses  account to a liability for  derivative
     instruments account on the condensed  consolidated balance sheet at January
     1, 2001. The increase in the derivative  liability account in the amount of
     $344,034  is  included  in  losses  and  loss  adjustment  expenses  in the
     condensed  consolidated statement of operations for the three months period
     ended March 31, 2001.

     Estimates  and  assumption  were  used  in  determining  the  valuation  of
     derivative instruments.  Such estimates and assumptions could change in the
     future as more  information  becomes  known which would  affect the amounts
     reported and disclosed herein.


<PAGE>



                          CUMBERLAND TECHNOLOGIES, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


13.  Statutory Accounting Practices
     ------------------------------

     CCS is domiciled in Florida and prepares its  statutory-basis  consolidated
     financial  statements in accordance with accounting practices prescribed or
     permitted  by the  Florida  Insurance  Department.  "Prescribed"  statutory
     accounting   practices  include  state  laws,   regulations,   and  general
     administrative  rules, as well as a variety of publications of the National
     Association  of Insurance  Commissioners  ("NAIC").  "Permitted"  statutory
     accounting  practices  encompass  all  accounting  practices  that  are not
     prescribed;  such practices may differ from state to state, may differ from
     company to company within a state,  and may change in the future.  In 1998,
     the National Association of Insurance Commissioner adopted the Codification
     of Statutory Accounting Principles  (Codification) for insurance companies.
     Codification,  which is intended to standardize  regulatory  accounting and
     reporting for the insurance  industry,  is effective  January 1, 2001.  The
     Company  implemented  codification  at  January  1,  2001.  On a  statutory
     accounting  basis,  CCS's  underwriting  operations  reported income net of
     taxes of ($191,483)  for the three months ended March 31, 2001 and $511,624
     for the year ended  December 31,  2000.  Statutory  surplus  (shareholders'
     equity) of these  operations  was $5,586,139 and $5,441,336 as of March 31,
     2001 and December 31, 2000, respectively.

14.  Comprehensive Income
     --------------------

     Comprehensive  income is defined as any change in equity from  transactions
     and other events originating from nonowner sources.  In the Company's case,
     those changes are principally  comprised of reported net income and changes
     in  the  unrealized   appreciation   and   depreciation  of  the  Company's
     available-for-sale  securities.  SFAS No.  130  requires  that the  Company
     report all  components of  comprehensive  income.  The following  summaries
     present the components of comprehensive  income, other than net income, for
     the three months ended March 31, 2001 and March 31, 2000, respectively.

                                                       Consolidated Statements
                                                       of Comprehensive Income
                                                   -----------------------------
                                                    Three Months Ended March 31,
                                                         2001             2000
                                                   -----------------------------
     Net income ..................................     $ 222,017      $ 438,674
     Other comprehensive income:
       Unrealized (depreciation) appreciation
         of available-for-sale securities arising
         during period ...........................       (95,579)        38,007
       Less: reclassification adjustment for
             gains included in net income ........          --          213,308
                                                       ---------      ---------
     Comprehensive income ........................     $ 126,438      $ 263,373
                                                       =========      =========


<PAGE>

                          CUMBERLAND TECHNOLOGIES, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


Forward-looking Statement Disclosure
------------------------------------

All  statements,   other  than  statements  of  historical  facts,  included  or
incorporated by reference in this Form 10-Q which address activities,  events or
developments  which the Company expects or anticipates  will or may occur in the
future,  including  statements  regarding  the Company's  competitive  position,
changes  in  business   strategy  or  plans,   the  availability  and  price  of
reinsurance,  the Company's ability to pass on price increases, plans to install
the  Bond-Pro(R)  program  in  independent  insurance  agencies,  the  impact of
insurance laws and regulation,  the  availability of financing,  reliance on-key
management  personnel,  ability to manage  growth,  the  Company's  expectations
regarding the adequacy of current  financing  arrangements,  product  demand and
market  growth,  and other  statements  regarding  future plans and  strategies,
anticipated events or trends similar expressions concerning matters that are not
historical facts are forward-looking  statements.  These statements are based on
certain  assumptions and analysis made by the Company in light of its experience
and its perception of historical trends,  current conditions and expected future
developments   as  well  as  factors  it  believes   are   appropriate   in  the
circumstances.  However,  whether actual results and  developments  will conform
with the Company's  expectations and predictions is subject to a number of risks
and uncertainties  which could cause actual results to differ  significantly and
materially  from past results and from the  Company's  expectations.  All of the
forward-looking  statements  made in this  Form  10-Q  are  qualified  by  these
cautionary  statements  and there can be no assurance that the actual results or
development   anticipated   by  the  Company   will  be  realized  or,  even  if
substantially  realized  that  they will have the  expected  consequences  to or
effects on the Company or its business or operations.

Explanatory Note
----------------

This  amendment  to Form 10-Q has been filed to  reflect  that the  Company  has
received  the  independent  valuation  report  of the  value  of the  derivative
instruments  described in Note 12 to the  financial  statements.  The  valuation
report  indicated a fair value that is consistent with the Company's  previously
reported  financial  results,  and the Company's  results of operations  did not
require any adjustment.




<PAGE>


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

                         LIQUIDITY AND CAPITAL RESOURCES
                         -------------------------------

     The capacity of a surety company to underwrite insurance and reinsurance is
based on maintaining  liquidity and capital  resources  sufficient to pay claims
and expenses as they become due. Based on standards  established by the National
Association  of Insurance  Commissioners  (NAIC) and  promulgated by the Florida
Department of Insurance, the Company is permitted to write net premiums up to an
amount equal to three times its statutory surplus, or approximately  $16,300,000
at December 31, 2000.  Statutory  guidelines impose an additional  limitation on
increasing net written  premiums to no more than 33% of prior year's net written
premiums.  Under  these  guidelines,  the  Company  could  increase  net written
premiums by  approximately  $4,200,000  in the year 2001  subject to  risk-based
capital limitations.

     At March 31, 2001,  $25,033,107  of the Company's  total assets  calculated
based on generally accepted accounting  principles were comprised as follows: 47
percent  in cash and  investments  (including  accrued  investment  income),  36
percent in receivables and reinsurance  recoverables,  13 percent in intangibles
and deferred policy acquisition costs and 4 percent in other assets.

     The Company follows  investment  guidelines that are intended to provide an
acceptable return on investment while maintaining  sufficient  liquidity to meet
its obligations.

     Net cash provided by operating  activities  was  $1,129,582 and $47,474 for
the three months ended March 31, 2001 and 2000, respectively.  Net cash provided
by operating  activities is primarily  attributed  to a decrease in  reinsurance
recoverable  and an increase  in  derivative  liability,  which are offset by an
increase  in  accounts  receivable  and a  decrease  in policy  liabilities  and
accruals.

     Net cash (used in)  provided by investing  activities  was  ($494,076)  and
$54,216 for the three  months  ended  March 31,  2001,  and 2000,  respectively.
Investing activities consist of purchases, sales, and maturities of investments.

     As of March 31, 2001 the Company had sufficient  capital  resources to fund
foreseeable future requirements.


<PAGE>


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

                              RESULTS OF OPERATIONS

            COMPARISON OF THREE MONTHS ENDED MARCH 31, 2001 AND 2000
            --------------------------------------------------------

     During the three months ended March 31, 2001,  net premium  income  totaled
$3,084,697  representing  a net  increase  of 14  percent  from that of the same
period  in 2000  ($2,710,887).  The  increase  is  attributed  to the  marketing
direction  of the  Company,  which  is to  penetrate  the  direct  market  while
decreasing  the  volume  of  reinsurance   premiums   assumed   through  Pooling
Agreements. During the first three months of 2001 as compared to the same period
in 2000,  direct premiums earned  increased  $660,522 or 24%;  assumed  premiums
increased  $48,150 or 7% and ceded  premiums  increased  $334,862 or 47%.  Ceded
premiums  increase as the volume of direct and assumed premiums  increased based
on their relationship under the Company's reinsurance treaties.

     Net  investment  income for the first quarter of 2001  remained  consistent
when  compared to the same period of 2000.  Other  income  increased by $203,024
during the first three months of 2001 when  compared to the same period of 2000.
The increase is attributable to the Company's consulting subsidiary earnings.

     During the three  months  ended March 31,  2001,  loss and loss  adjustment
expenses  were  $882,392 as compared to  $750,096,  for the same period of 2000.
Incurred loss and loss adjustment  expenses  represent the net reserve  increase
after  deduction  of paid claims and  fluctuates  based on premiums  written and
earned  as well as claims  incurred  and  paid.  The  increase  of  $132,296  is
consistent with the increase in net premium income.

     During the three  months  ended March 31,  2001,  amortization  of deferred
policy  acquisition  costs was  $1,096,621  as compared to $886,483 for the same
period in 2000. The amortization of deferred policy  acquisition  costs increase
is attributed to the increase in premiums written and earned.

     Operating  expenses increased by $356,317 or 32% for the three months ended
March 31,  2001  when  compared  to the same  period in 2000.  The  increase  is
attributed to increases in salary  expenses and legal fees  associated  with the
Company's growth.

     Interest  expense  is  attributed  to the  interest  on  notes  payable  to
affiliates.

     Income  taxes in the  three  months  ending  March  31,  2001 and 2000 were
calculated using effective rates of approximately 33%.


<PAGE>




Item 3.               QUANTITATIVE AND QUALITATIVE DISCLOSURES
------                          ABOUT MARKET RISK
                                -----------------

     The Company had approximately  $10.3 million of investments as of March 31,
2001. These investments largely consist of state government obligations and have
either variable rates of interest or stated interest rates ranging from 4.75% to
8.5%.  The Company's  investments  are exposed to certain  market risks inherent
with such assets. These risks are mitigated by the Company's policy of investing
in securities  with high credit  ratings and investing  through major  financial
institutions with high credit ratings.

     The Company  has notes  payable of  approximately  $2 million at an average
interest  rate  of  8.5%.  The  terms  of the  note  agreements  are  such  that
pre-payment  of such debt may not be  advantageous  to the  Company in the event
that funds may be available to the Company at a lower rate of interest.

<PAGE>

                   PART II - OTHER INFORMATION
                   ---------------------------

Item 1.            Legal proceedings
                   -----------------

                   None

Item 2.            Changes in securities
                   ---------------------

                   None

Item 3.            Defaults upon senior securities
                   -------------------------------

                   None

Item 4.            Submission of matters to a vote of security holders
                   ---------------------------------------------------

                   None

Item 5.            Other Information
                   -----------------

                   None

Item 6.            Exhibits and reports on Form 8-K
                   --------------------------------

                   (a)     None

                   (b)     No reports on Form 8-K were filed during the quarter
                           for which this report is filed.

<PAGE>



                                   SIGNATURES
                                   ----------

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


                                    CUMBERLAND TECHNOLOGIES, INC.


Date:    July 30, 2001              By:  /s/  Joseph M. Williams
                                    --------------------------------------------
                                    Joseph M. Williams
                                    President and Chief Executive Officer
                                    (Principle Executive Officer)

Date:    July 30, 2001              By:  /s/  Carol S. Black
                                    --------------------------------------------
                                    Carol S. Black
                                    Secretary and Chief Financial Officer
                                    (Principle Accounting and Financial Officer)