<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

(Mark One)
[X] Annual Report under Section 13 or 15(d) of the Securities Exchange Act of
1934

For the fiscal year ended November 30, 2004

[ ]   Transition Report under Section 13 or 15(d) of the Securities Exchange
      Act of 1934

For the transition period from _______________ to ___________________

                         Commission file number 1-13484

                           COHESANT TECHNOLOGIES INC.
              (Exact name of Small Business Issuer in Its charter)
Delaware                                                          34-1775913
(State or Other Jurisdiction                                (I.R.S. Employer
of Incorporation or Organization)                          Identification No.)
5845 West 82nd Street, Ste. 102, Indianapolis, Indiana 46278
(Address of Principal Executive Offices)                         (Zip Code)
Issuer's Telephone Number, Including Area Code:                (317) 871-7611

Securities registered pursuant to Section 12(b) of the Act: Common Stock, $.001
Par Value registered on the Boston Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001
Par Value

      Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 past 90 days. Yes [X] No [ ]

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

      State issuer's revenues for its most recent fiscal year. $19,312,180.

      State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the average bid and asked prices of such
stock, as of December 31, 2004. $11,566,061.

      As of December 31, 2004, the Issuer had 2,677,115 shares of Common Stock,
$.001 par value, outstanding.

Documents incorporated by reference: None

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                             PAGE
<S>                                                                          <C>
PART I

Item 1.     Description of Business                                            3

Item 2.     Properties                                                        10

Item 3.     Legal Proceedings                                                 11

Item 4.     Submission of Matters to a vote of Security
              Holders                                                         11

PART II

Item 5.     Market for Registrant's Common Equity and Related
              Stockholders Matters                                            11

Item 6.     Management's Discussion and Analysis of Financial
              Condition and Results of Operations                             13

Item 7.     Financial Statements                                              18

Item 8.     Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure                             18

Item 8A.    Controls and Procedures                                           18

Item 8B.    Other Information                                                 18

PART III

Item 9.     Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a)                                   19

Item 10.    Executive Compensation                                            21

Item 11.    Security Ownership of Certain Beneficial Owners
              and Management                                                  23

Item 12.    Certain Relationships and Related Transactions                    24

Item 13.    Exhibits                                                          24

Item 14.    Principle Accounting Fees and Services                            26

Index to Financial Statements                                                 F-1

Signatures and Exhibits
</TABLE>

                                       2
<PAGE>

FORWARD LOOKING STATEMENTS

      Certain statements contained in this report that are not historical facts
are forward looking statements that are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
set forth in the forward looking statements. These risks and uncertainties
include, but are not limited to, a slow-down in domestic and international
markets for two component dispense equipment systems and a reduction in growth
of markets for the Company's two component epoxy coating and grout products.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

(a)   General

      Cohesant Technologies Inc. ("Company" or "Cohesant") is engaged in the
design, development, manufacture and sale of specialized two component dispense
equipment systems and replacement parts used in the operation of this equipment
and specialty two component epoxy coating and grout products.

      The Company's dispense equipment systems are designed specifically for use
with multiple component formulations such as fiberglass reinforced plastics,
polyurethanes, and polyureas and epoxies. These equipment systems are commonly
employed in the construction, transportation and marine industries to apply
insulation, protective coating, sealant and anti-corrosive products and to
create packaging and to fill molds for diverse products such as recreational
boat hulls and construction products. The Company also maintains an extensive
inventory of replacement parts.

      The Company manufactures the Raven and AquataPoxy lines of epoxy coating
and grout products. These high performance formulations provide protection and
structural enhancement needed from deterioration caused by corrosion,
infiltration, atmospheric conditions and chemical attack. Although the Company
believes there are many more uses for the Raven and AquataPoxy products, they
have most prevalently been used in the construction, repair, rehabilitation and
maintenance of water and wastewater treatment, distribution and collection
systems, and food & beverage, industrial and recreational facilities.

      For the years ended November 30, 2004 and 2003, the Company had net sales
of $19,312,180 and $17,276,183, respectively, of which $13,851,974 and
$12,167,709, respectively, were for

                                       3
<PAGE>

equipment systems and replacement parts and $5,460,206 and $5,108,474,
respectively, were for coating and grout products.

      The Company, which was organized in 1994, conducts business through its
subsidiaries, GlasCraft, Inc. ("GCI"), an Indiana corporation, and Raven Lining
Systems, Inc. ("Raven"), an Oklahoma corporation. As used herein, the term
"Company" includes the operations of Cohesant and its wholly-owned subsidiaries
GCI and Raven, unless the context indicates otherwise. The Company's business
address is 5845 West 82nd Street, Suite 102, Indianapolis, Indiana 46278. The
Company's web address is www.cohesant.com.

(b)   Narrative Description of Business

PRODUCTS

GlasCraft, Inc.

      GCI designs and manufactures a wide range of specialized dispense
equipment systems, which are used to dispense multi-component formulations such
as fiberglass reinforced plastics, polyurea and polyurethane coatings and
polyurethane foam. Net sales of dispense equipment systems amounted to
$6,751,902 and $5,656,687 for the fiscal years ended November 30, 2004 and 2003,
respectively, representing 35.0% and 32.7%, respectively, of net sales. A
significant portion of the Company's business is the sale of replacement and
spare parts for its current and discontinued dispense equipment. The Company
maintains an inventory of approximately 6,000 items to enable it to efficiently
fill orders and service repairs. Net sales of replacement and spare parts and
supplies amounted to $6,517,165 and $5,831,810, representing 33.7% and 33.8% of
net sales for the fiscal years ended November 30, 2004 and 2003, respectively.

   Fiberglass reinforced plastic dispense equipment systems. GCI develops
dispense equipment systems for both open and closed mold methods of fiberglass
reinforced plastic product manufacturing. GCI's dispense equipment systems can
be used to manufacture a wide variety of products, including such diverse
products as boat hulls and construction components. The open mold method is
ideally suited for small quantity and custom production.

      The United States Occupational Safety and Health Administration ("OSHA")
and environmental regulatory agencies in the United States and abroad regulate
the use of various volatile organic chemicals ("VOC's") such as styrene,
acetone, methylene chloride and organic peroxides. These chemicals are often
used in the process of fiberglass manufacturing. GCI primarily sells dispense
equipment systems in the fiberglass market outfitted

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with its patented Multiport Impingement Technology which reduces VOC's and
increases transfer efficiency. Multiport Impingement Technology is spray
technology that reduces atomization by increasing the size of the sprayed
droplets, while maintaining a quality spray pattern. Increased transfer
efficiency results in less waste of product. GCI also sells dispense equipment
systems which utilize its patented Air Assist Containment ("AAC") which improves
containment of an atomized spray pattern. Improved containment limits emissions
of VOC's. An increasing portion of GCI's fiberglass equipment systems are used
in the closed mold process or Resin Transfer Molding (RTM). RTM, RTM Lite and
other closed molded processes have the ability to further reduce waste and
pollutants.

   Polyurea and polyurethane coatings dispense equipment systems. The Company
designs and manufactures equipment systems for dispensing polyurea and
polyurethane coatings. A portion of these sales go to Original Equipment
Manufacturers (OEM). Polyurea and polyurethane coatings are used to coat
concrete in new construction, tanks, cargo beds and metal substrates. The
Company's technology has many applications in the coatings industry.
Consequently, the Company continuously seeks and develops new and different uses
for its equipment systems. The Company, when necessary, will modify existing
equipment system designs or will design new equipment systems to meet the
requirements of new coatings as well as changing regulation and manufacturing
methods.

   Polyurethane foam dispense equipment systems. The Company also designs and
manufactures equipment systems for dispensing polyurethane foam. Polyurethane
foam is used for commercial and residential insulation, packaging, flotation
devices and many other uses.

Raven Lining Systems

      Raven produces high performance protective coatings under the Raven and
AquataPoxy brands. These proprietary formulations of solvent-free coatings and
grouts contain no VOC's. As with GCI, Raven benefits significantly from
increasing government regulation of VOC's and the resulting trend towards low
VOC products. Net sales of Raven and AquataPoxy products amounted to $5,460,206
and $5,108,474, representing 28.3% and 29.6% of net sales for the fiscal years
ended November 30, 2004 and 2003, respectively. Additionally Raven sells
equipment and spare parts, which is used to apply its coatings and grouts. Net
sales of equipment and spare parts amounted to $582,907 and $679,212,
representing 3.0% and 3.9% of net sales for the fiscal years ended November 30,
2004 and 2003, respectively. Typically, Raven does not sell equipment unless new
Certified Applicators needing

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equipment are added or existing applicators decide to increase their capacity by
buying additional equipment.

   Raven Products. Raven's sprayable epoxies were formulated for ultra
high-build (20-250 mils per coat) application on concrete, masonry and steel
surfaces providing protection from atmospheric and chemical corrosion. The high
physical strengths of some Raven formulations permit the epoxy to enhance the
structural integrity of damaged structures. Raven products can be quickly
applied under harsh environmental conditions providing quick return to service
and substantial savings for industrial facilities by lessening downtime. The
life span of the infrastructure exposed to these conditions can increase
dramatically with the use of Raven's high performance protective coatings and
linings. Raven's unique high performance line of products and network of
Certified Applicators provide access to specialty coating contractors and key
end-users in the wastewater, pulp and paper, petrochemical, power and other
industries.

      Raven coatings and grouts are solvent-free, nontoxic, 100% solids epoxy
products, emitting no VOC's. These products offer safe working environments
while complying with the existing United States Environmental Protection Agency
("EPA") and Clean Air Act regulations.

   AquataPoxy Products. The AquataPoxy line of solvent-free epoxy coating and
grout products is designed to extend the life of a structure by protecting it
from corrosion. These products are formulated to have high performance
characteristics such as excellent resistance to moisture, corrosion and chemical
attack. AquataPoxy products are used in the construction, repair, rehabilitation
and maintenance of food processing and water storage structures, wastewater
treatment and collection systems of municipalities and industrial and
recreational facilities. AquataPoxy products are unique with their high moisture
tolerant characteristics that allow them to be applied to underwater and
moisture filled concrete surfaces. AquataPoxy products are ideally suited for
the rapidly growing market in underground rehabilitation of infrastructure.
AquataPoxy products are specified for use by many engineers and governmental
agencies in connection with the rehabilitation of potable and/or wastewater
facilities by trained applicators. The Company is aggressively demonstrating and
testing AquataPoxy products to expand awareness of its unique attributes and the
application and marketing benefits of its Certified Applicator program.

      AquataPoxy products contain no solvents or VOC's. Properly applied,
AquataPoxy products are inert once cured and do not release harmful by-products
into air, water or the environment. Conversely, competitive solvent-borne
coatings have the potential to release carcinogens and other hazardous
substances into the environment and generally are not desirable for applications
that

                                       6
<PAGE>

involve contact with food, drinking water, animals or people. The Company
maintains certification under the National Sanitation Foundation Standard 61 and
meets qualifications of the United States Department of Agriculture for
agricultural applications, food processing and potable water facilities and
marine environments.

MARKETING

   Distributors and Certified Applicators

      Most of the Company's products are sold through a growing network of
independent distributors and Certified Applicators in the United States and
overseas. A significant portion of GCI's, and a small portion of Raven's, sales
are made directly to large end-users and OEM accounts by factory sales
personnel.

      Generally, the products of GCI are sold through over 100 independent
domestic and international equipment distributors. Most of these distributors
are engaged in the sale of polyester resins and gel coats, fiberglass strand and
mat, polyurethane foams and coatings and similar items. Many of the
international distributors sell only industrial equipment. In the fiscal years
ended November 30, 2004 and 2003, GCI's ten largest distributors accounted for
40% and 35% of equipment system and replacement parts sales, respectively. Of
the foregoing, five of the distributors in fiscal 2004 and four distributors in
fiscal 2003 were internationally based. GCI provides training to the
distributors and customers in the use of its equipment systems and products.

      Raven primarily markets its products, application and spray technology
through Certified Applicators. Raven presently has forty-four domestic Certified
Applicators and one international Certified Applicator. For the fiscal years
ended November 30, 2004 and 2003 Raven's ten largest Certified Applicators
accounted for 71% and 67%, respectively, of coating and grout product sales.

   Brochures, Advertising and Trade Shows

      The Company supports its marketing with brochures, sales catalogues,
direct mailings and media insertions in various trade publications. In
connection with coating and grout products, the Company also prepares media
promotion kits and product demonstration kits for use by Certified Applicators
and distributors. Company personnel, representatives and distributors attend
trade shows in the United States and overseas. Typically, potential customers
and distributors attend these shows. In addition, these shows afford the Company
the

                                       7
<PAGE>

opportunity to keep abreast of its competitors' products and developments in the
industry. Company personnel also participate in various industry organizations
and work with complementary technologies to present educational and technical
seminars. These seminars assist in industry growth and guide prospective
customers to the Company's products and methods.

MANUFACTURING AND RAW MATERIALS SUPPLY

      The Company assembles its dispense equipment system products from
commercially available components and components manufactured to specification
by a variety of vendors. The Company performs minimal fabrication of components.
The Company is not dependent upon any single vendor for the conduct of its
business, and generally has alternative sources for all necessary components.

      Similarly, there are a number of alternative sources of the raw materials
used in the manufacture of the coating and grout products of the Company. The
Company maintains good working relationships with major resin suppliers. The
Company does not believe that it is dependent on any one vendor of raw materials
for its coating and grout products and the Company does not believe the loss of
any one supplier would have a material adverse impact on the Company.

COMPETITION

      The markets for all of the Company's products are highly competitive. The
Company competes with numerous well-established companies, most of which possess
substantially greater financial, marketing, personnel and other resources than
those of the Company.

      There are a number of competitive equipment manufacturers, which include
Graco Inc., Gusmer, Inc. and Magnum-Venus Products. Competitors of Raven include
Carboline Company, Tnemec Company, Inc. and International Protective Coatings.
The Company competes by increasing customer awareness of its quality products,
by offering its products at a competitive price, and through product line
extensions.

      The markets for the Company's products are characterized by changing
technology and industry standards. Accordingly, the ability of the Company to
compete is dependent upon the Company's ability to complete development and
effectively market its state-of-the-art equipment and coating products.


                                       8
<PAGE>
RESEARCH, DEVELOPMENT AND ENGINEERING

      The Company has a research and development program to continually improve
its existing products, to develop new products and to custom engineer equipment
and products to meet specific customer requests. In fiscal 2004 the Company
revamped its development approach to improve delivery times from development to
market. The Company has eleven full-time and one part-time employees devoted to
engineering, research and development. Virtually all of the products marketed by
the Company were developed internally, either by the Company or its
predecessors. Research, development and engineering expenses for the fiscal
years ended November 30, 2004 and 2003 were $1,009,349 and $917,803,
respectively, or 5.2% and 5.3%, respectively of net sales. The Company expects
this level of research, development and engineering expense to continue or
slightly increase in the future. The Company is currently introducing its newly
developed and patented Probler P2 gun.

GOVERNMENT REGULATION

      The Company is subject to regulations administered by the EPA, OSHA,
various state agencies, county and local authorities acting in cooperation with
Federal and state authorities and international governmental regulatory
agencies. Among other things, these regulatory bodies impose restrictions to
control air, soil and water pollution, to protect against occupational exposure
to chemicals, including health and safety risks, and to require notification or
reporting of the storage, use and release of certain hazardous chemicals and
substances. The extensive regulatory framework imposes significant compliance
burdens and risks on the Company's operating subsidiaries. Governmental
authorities have the power to enforce compliance with these regulations and to
obtain injunctions or impose civil and criminal fines in the case of violations.

      The Company has in place programs to achieve and maintain substantial
compliance with the currently existing environmental and worker exposure laws
and regulations, which materially affect the Company's continuing businesses. As
of the date of this Report, based on its experience and consultations with
environmental consultants, management believes that the Company is taking or has
taken all necessary measures to comply with applicable Federal, state and local
environmental laws and regulations and worker exposure regulations.

      As a product exporter, the Company is subject to import and other
regulations by international governments. While the Company currently does not
experience any significant

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<PAGE>


difficulties with exports, future changes to international laws and
regulations could impact international sales.

PATENTS, TRADEMARKS AND PROPRIETARY INFORMATION

      The Company holds several U.S. patents and patent applications, all of
which are applicable to the Company's specialized two component dispense
equipment. No single patent is material to the Company. The Company's patents
expire at various times in the future through 2021. In fiscal 2004 GCI received
a patent and has an application pending covering the Probler P2 gun. Also, GCI
received in fiscal 2004 a patent on its Indy Gel dispense gun.

      The Company believes that product recognition is an important competitive
factor in the equipment and chemical industries. Accordingly, the Company holds
a United States trademark registration for AAC(R), Aquatapoxy(R), GlasCraft(R)
and Raven(R) and promotes these trade names in connection with its marketing
activities.

      The Company also relies on proprietary know-how and confidential
information and employs various methods to protect the processes, concepts,
ideas and documentation associated with its products.

EMPLOYEES

      As of December 31, 2004, the Company employed 74 full time and 4 part time
persons, 22 of whom are in sales, 12 are in engineering, research and
development, 2 are in service, 4 are in quality control, 27 are in manufacturing
and 11 are in accounting and administration. The Company believes its relations
with its employees are good.

ITEM 2. PROPERTIES

      The Company's executive offices are located in Indianapolis, Indiana, with
its principal manufacturing, warehouse and distribution facilities located in
Indianapolis, Indiana and Tulsa, Oklahoma. GCI leases approximately 51,200
square feet of office, manufacturing and warehouse space in Indianapolis,
Indiana through January 2009. Raven leases approximately 14,400 square feet of
combined office and manufacturing space in Tulsa, Oklahoma through June 2005.
The Company does not foresee a material impact on operations in either renewing
this lease or obtaining an equivalent lease at a nearby facility. The Company
believes its facilities are adequate to meet its current and prospective needs.



                                       10
<PAGE>
ITEM 3. LEGAL PROCEEDINGS

      In November 1999, following the sale of certain assets of the Company's
American Chemical Company ("ACC") subsidiary, ACC contributed its land and
building to Marine Learning Institute ("MLI"), a not-for-profit environmental
educational organization. MLI agreed to indemnify the Company to assume any
costs arising from or out of the past, present or future environmental condition
of the site. Subsequent to the donation of the St. Louis property, the Missouri
Attorney General's office raised questions regarding the status of the
contributed land and advised the affected parties that additional clean-up
efforts were necessary. MLI advised both the Company and the Missouri Attorney
General that, in its opinion, no further clean-up efforts were necessary.
Management intends to seek indemnification from MLI for any further clean-up and
legal costs. No activity with respect to this matter occurred in Fiscal 2004.

      The Company is a party to certain other legal matters arising in the
ordinary course of business. Management believes the ultimate disposition of
these matters and the matter referred to above will not have a material adverse
effect on the Company's financial position or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      No matters were submitted to a vote of the Company's shareholders during
the fourth quarter of the fiscal year ended November 30, 2004.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

      The Common Stock of the Company is quoted on the Nasdaq Small Cap Market
and listed on the Boston Stock Exchange under the symbol "COHT".

      The following table sets forth the high and low closing bid prices of the
Company's Common Stock for each quarter in the two year period ended November
30, 2004, as reported by Nasdaq. Bid quotations represent high and low prices
quoted between dealers, do not reflect retail mark-up, mark-down or commission,
and do not necessarily represent actual transactions.



                                       11
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COMMON STOCK

<TABLE>
<CAPTION>
                                                   Bid Price
                                                   ---------
                                               High           Low
                                               ----           ---
<S>                                          <C>            <C>
Year Ended November 30, 2003
   First Quarter                             $  4.64        $ 3.03
   Second Quarter                               3.87          3.26
   Third Quarter                                4.25          3.39
   Fourth Quarter                               9.25          3.92

Year Ended November 30, 2004
   First Quarter                             $  7.63        $ 5.75
   Second Quarter                              11.15          6.20
   Third Quarter                               14.97          6.95
   Fourth Quarter                              13.25          8.88
</TABLE>

      Substantially all of the holders of common stock maintain ownership of
their shares in "street name" accounts and are not, individually, shareholders
of record. At November 30, 2004 the Company believes there are in excess of
1,000 beneficial owners of common stock, although there are only 46 holders of
record.

      The Company declared its first dividend to shareholders of record at
November 30, 2003. This dividend of $.25 a share was paid to shareholders on
December 10, 2003.

      In June, 2004, the Company announced that its Board of Directors enacted a
new dividend policy paying shareholders $0.26 per share annually, distributable
at $0.13 per share on a semi-annual basis. The semi-annual dividend payment of
$0.13 was paid on July 8, 2004 and December 10, 2004 to shareholders of record
on June 28, 2004 and November 30, 2004. The Board of Directors noted that it
intends to review the dividend policy on at least a semi-annual basis to ensure
sufficient cash availability for capital expenditures and potential
acquisitions.

      The following table sets forth certain information regarding the Company's
equity compensation plans as of November 30, 2004:

<TABLE>
<CAPTION>
                                 Number of securities    Weighted-average
                                  to be issued upon      exercise price of       Number of securities
                                     exercise of            outstanding        remaining available for
                                 outstanding options,    options, warrants      future issuances under
Plan Category                    warrants and rights        and rights.       equity compensation plans.
-------------                    --------------------    -----------------    --------------------------
<S>                              <C>                     <C>                  <C>
Equity compensation Plans
   approved by Security
         holders                      237,850(1)              $ 3.52                  137,500(1)

Equity compensation Plans
 not approved by Security
          holders                      67,500(2)                 N/A                        0
                                      -------                 ------                  -------
   Total                              305,350                 $ 3.52                  137,500
</TABLE>


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<PAGE>

(1)   Represent shares granted or available for grant under the Company's 1994
      Employee Stock Option Plan, as amended.

(2)   Represents restricted stock awards granted to employees in fiscal 2004.
      The Company anticipates submitting to shareholders at the 2005 annual
      meeting a new compensation plan, to replace the 1994 stock option plan,
      that will provide for the issuance of restricted stock awards, options
      and other stock rights.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

RESULTS OF OPERATIONS

      Fiscal Year Ended November 30, 2004 as compared to Fiscal Year Ended
November 30, 2003

      Net sales for the fiscal year ended November 30, 2004, were $19,312,180
representing an increase of $2,035,997 or 11.8%, from fiscal 2003 net sales of
$17,276,183. Net income was $1,802,267, a $401,658 or 28.7% increase over last
year.

      Net sales of dispense equipment and spare parts at GCI increased
$1,780,570 or 15.5% to $13,269,067 in fiscal 2004. This increase was primarily
attributable to increased sales of fiberglass systems and spare parts, coatings
dispense equipment and coatings and polyurethane spare parts. International
dispense equipment and spare parts net sales increased 20.4%, while domestic
dispense equipment and spare parts net sales increased 11.4%. The increase in
international sales was primarily a result of increased sales to Europe/Middle
East, due in part to the weakness of the U.S. dollar which helps the Company's
exports.

      Specialty grout and epoxy net sales at Raven increased $351,732 or 6.9% to
$5,460,206 in fiscal 2004. In addition, Raven had ancillary equipment sales of
$582,907 in fiscal 2004 compared to $679,212 in fiscal 2003. Typically, Raven
does not sell equipment unless new Certified Applicators needing equipment are
added or existing applicators decide to increase their capacity by buying
additional equipment. Sales of specialty grout and epoxy coatings slowed in the
fourth quarter due to inclement weather in key geographic areas which delayed
many construction projects and exhausted municipal budgets. This trend may
continue into the first portion of 2005.

      The Company's gross margin increased to $9,927,939, or 51.4% of net sales,
in fiscal 2004 from $8,655,673, or 50.1% of net sales, in fiscal 2003. The gross
margin dollar increase was primarily attributable to increased sales volume and
improved gross margin percentages. The gross margin percentage increase was
primarily a result of increased profitability on dispense equipment and

                                       13
<PAGE>


spares parts net sales. Increases in raw material costs in fiscal 2005 are
expected to have a small adverse impact on gross margins, particularly if the
Company is unable to fully pass on such increases to its customers.

      Research, development and engineering expenses were $1,009,349 and
$917,803 for the fiscal years ended November 30, 2004 and 2003, respectively.
This increase of $91,546, or 10.0% was primarily attributable to increased costs
at GCI. The Company is currently introducing its newly developed and patented
Probler P2 gun.

      Selling, general and administrative expenses were $6,088,932 and
$5,613,525 for the fiscal years ended November 30, 2004 and 2003, respectively.
This increase of $475,407, or 8.5% was primarily attributable to increased
incentive compensation and commission costs attributable to increased sales and
profitability.

      Other income, net of other expenses for the fiscal year ended November 30,
2004, decreased $9,638 to $71,376. This decrease was primarily a result of lower
finance charge income derived from outstanding trade receivables.

      The effective tax rate for the years ended November 30, 2004 and 2003 was
37.9% and 36.5%, respectively.

LIQUIDITY AND CAPITAL RESOURCES

      The Company's primary sources of liquidity are its cash reserves, cash
provided by operations, and availability under the revolving line of credit. At
November 30, 2004 the Company has cash of $5,036,582, net working capital of
$9,628,371 and $3,500,000 available under the revolving line of credit.

      For the fiscal year ended November 30, 2004 cash provided by operations
was $2,241,365 compared to $2,248,618 in the comparable period last year. Cash
usage in investing activities decreased to $163,500 in the current period from
$280,407 in the prior year period. This decrease was due to decreased spending
on property and equipment. Cash used in financing activities was $879,462 in the
current period compared to $53,730 cash provided by financing activities in the
2003 period. This increase was almost entirely due to the Company initiated
dividend program.

      On April 23, 2004, the Company renewed, through May 1, 2005, its
$3,500,000 unsecured revolving line of credit facility. This facility accrues
interest at the bank's prime lending rate. Among other restrictions, the credit
facility requires that the

                                       14
<PAGE>


Company meet certain covenants including financial ratios. The Company does not
foresee any problems renewing this facility or obtaining an equivalent facility
from another lender. As of November 30, 2004, the Company was in compliance with
all covenants and did not have a balance outstanding under this facility.

      On June 10, 2004, the Company announced that its Board of Directors
enacted a new dividend policy paying shareholders $0.26 per share annually,
distributable at $0.13 per share on a semi-annual basis. A semi-annual dividend
payment of $0.13 totaling $341,957 and $347,005 was paid on July 8, 2004 and
December 10, 2004, respectively to shareholders of record on June 28, 2004 and
November 30, 2004. The Board of Directors noted that it intends to review the
dividend policy on at least a semi-annual basis to ensure sufficient cash
availability for capital expenditures and potential acquisitions.

      In November 2003 the Company announced its first ever dividend, a dividend
of $0.25 per share totaling $645,341 was paid on December 10, 2003 to
shareholders of record on November 30, 2003.

      The Company does not have any other significant commitments or guarantees
except for rental commitments, which are disclosed in Note 10 to the
Consolidated Financial Statements.

      The Company believes that its cash flow from operating activities,
existing cash resources and working capital coupled with its bank line will be
adequate to meet its capital needs for the foreseeable future.

CRITICAL ACCOUNTING POLICIES

      The Company has disclosed those accounting policies that it considers to
be significant in determining the amounts to be utilized for communicating its
consolidated financial position, results of operations and cash flows in the
notes to its consolidated financial statements.

      The preparation of financial statements in conformity with these
principles requires management to make estimates and assumptions that affect
amounts reported in the financial statements and accompanying notes. Management
continually evaluates the information used to make such estimates as its
business and economic environment changes and has discussed these estimates with
the Audit Committee of the Board of Directors. Actual results are likely to
differ from these estimates, but management does not believe such differences
will materially affect the Company's financial position or results of
operations. The following accounting policies represent the most critical

                                       15
<PAGE>


based on management's analysis due the impact on the Company's results of
operations.

      Revenue Recognition. The Company recognizes revenue from sales upon
shipment of goods at which time title and risks of ownership transfer to the
buyer.

      Accounts receivable. The Company evaluates the allowance for doubtful
accounts on a periodic basis and reviews any significant customers with
delinquent balances to determine future collectability. The determination
includes a review of legal issues (such as bankruptcy status), past payment
history, current financial and credit reports, and the experience of the credit
representative. Allowances are established in the period in which the account is
deemed uncollectable or questionable collectability. The Company believes, based
on past history and credit policies, that the net accounts receivable are of
good quality.

      Inventory. The Company's inventories are valued at the lower of cost or
market. Reserves for obsolescence are estimated and based on projected sales
volume. Though management considers these balances adequate and proper, changes
in sales volumes due to unexpected economic conditions could result in
materially different amounts for this item.

      Based on a critical assessment of its accounting policies and the
underlying judgments and uncertainties affecting the application of those
policies, management believes that the Company's consolidated financial
statements provide a meaningful and fair perspective of the Company. This is not
to suggest that other risk factors such as changes in economic conditions,
changes in material costs, and others could not adversely impact the Company's
consolidated financial position, results of operations and cash flows in future
periods.

NEW ACCOUNTING STANDARDS

      On December 16, 2004, the FASB finalized SFAS No. 123R "Share-Based
Payment," which will be effective for small business issuers at the beginning of
the first interim or annual reporting period after December 15, 2005. The new
standard will require the Company to expense stock options and the FASB believes
the use of a binomial lattice model for option valuation is capable of more
fully reflecting certain characteristics of employee share options. The Company
has begun a process to analyze how the utilization of a binomial lattice model
could impact the valuation of our options. The effect of expensing stock options
on our results of operations using the Black-Scholes model is presented in the
table in Note 2p.


                                       16
<PAGE>


      In May 2003, the FASB issued Statement of Financial Accounting Standards
No. 150, Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity ("SFAS No. 150"). SFAS No. 150 establishes standards
for how an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify certain financial instruments as a liability (or as an asset in some
circumstances). SFAS No. 150 is effective for the Company at the beginning of
the first interim period beginning after June 15, 2003. The adoption of SFAS No.
150 did not have an impact on the Company's financial statements.

      On April 30, 2003, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 149, Amendment of
Statement 133 on Derivative Instruments and Hedging Activities ("SFAS No. 149").
SFAS No. 149 amends and clarifies accounting for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities under Statement 133 and is to be applied prospectively to
contracts entered into or modified after June 30, 2003. The adoption of SFAS No.
149 did not have an impact on the Company's financial statements.

      In 2003, the Financial Accounting Standards Board issued Interpretation
No. 46 (FIN 46), Consolidation of Variable Interest Entities. FIN 46 defines a
variable interest entity (VIE) as a corporation, partnership, trust or any other
legal structure that does not have equity investors with a controlling financial
interest or has equity investors that do not provide sufficient financial
resources for the entity to support its activities. FIN 46 requires
consolidation of a VIE by the primary beneficiary of the assets, liabilities,
and results of activities effective for 2003. FIN 46 also requires certain
disclosures by all holders of a significant variable interest in a VIE that are
not the primary beneficiary. The adoption of FIN No. 46 did not have an impact
on the financial position or results of operations of the Company.

      In 2002, the Financial Accounting Standards Board issued Interpretation
No. 45 (FIN 45), Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN 45
requires guarantees to be recorded at fair value and requires a guarantor to
make significant new disclosure, even when the likelihood of making any payments
under the guarantee is remote. FIN 45's initial recognition and initial
measurement provisions are applicable on a prospective basis to the guarantees
issued or modified after

                                       17
<PAGE>

December 31, 2002. The adoption of FIN No. 45 did not have an impact on the
financial position or results of operations of the Company.

ITEM 7. FINANCIAL STATEMENTS

      This information appears in a separate section of this report following
Part III.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

      None.

ITEM 8A. CONTROLS AND PROCEDURES

      Based on their evaluation as of a date within 90 days of the filing date
of this Annual Report on Form 10-KSB, the Company's principal executive officer
and principal financial officer have concluded that the Company's disclosure
controls and procedures as defined in Rules 13a-14(c) and 15d-14(c) under the
Securities Exchange Act of 1934 (the Exchange Act) are effective to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms.

      There were no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation and up to the filing date of this Annual Report on Form
10-KSB. There were no significant deficiencies or material weaknesses, and
therefore there were no corrective actions taken.

It should be noted that any system of controls, however well designed and
operated, can provide only reasonable, and not absolute, assurance that the
objectives of the system are met. In addition, the design of any control system
is based in part upon certain assumptions about the likelihood of future events.
Because of these and other inherent limitations of control systems, there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions, regardless of how remote.

ITEM 8B. OTHER INFORMATION

      None.

                                       18
<PAGE>


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a)

      The following table sets forth certain information regarding the current
Directors and Executive Officers of the Company. Each director holds office from
election until the next annual meeting of stockholders or until their successors
are duly elected and qualified.

<TABLE>
<CAPTION>
                                                                           DIRECTOR
      NAME                       PRINCIPAL OCCUPATION AND AGE               SINCE
      ----                       ----------------------------               -----
<S>                   <C>                                                  <C>
Dwight D. Goodman     Chairman; age 71                                      1994

Morris H. Wheeler     President and Chief Executive Officer,
                      Acting President of GCI; age 44                       1996

J. Stewart Nance      President of Raven Lining Systems Inc.; age 49
                                                                            N/A

Robert W. Pawlak      Chief Financial Officer and Secretary; age 36         N/A

Michael L. Boeckman   Chief Financial Officer and Administrative Partner
                      of Cohen & Co.; age 58                                1994

Morton A. Cohen       Chairman and Chief Executive Officer of Clarion
                      Corp.; age 69                                         1994

Richard L. Immerman   President of BleachTech LLC; age 54                   1998
</TABLE>

      DWIGHT D. GOODMAN has been a Director of the Company since its inception
and has been the Chairman of the Board since January 2002. Mr. Goodman was Chief
Executive Officer of the Company from January 1998 to December 2001 and
President of the Company from July 1996 to December 2001, and prior thereto held
various executive offices. Mr. Goodman had been the President and Chief
Executive Officer of GCI from 1984 to 1996.

      MORRIS H. WHEELER has been a Director of the Company since 1996 and Chief
Executive Officer and President since January 2002. In June 2004 Mr. Wheeler
became Acting President of GCI. In 1999, Mr. Wheeler founded Drummond Road LLC,
an investment management company involved in the management of the venture
capital portfolio of Clarion Capital Corporation ("Clarion"). Prior to founding
Drummond Road, from April 1998 to June 1999, Mr. Wheeler was the founder and
Chief Executive Officer of sputnik7.com (formerly BlueTape, LLC), an Internet
media company, which won a Webby for Music Entertainment. Prior to April 1998,
Mr. Wheeler served in various executive capacities with Clarion.

                                       19
<PAGE>

He also served as President of Clarion Management Ltd., an investment
management and consulting company from April 1996 to April 1998. Mr. Wheeler
holds a degree in economics from the University of Massachusetts at Amherst and
a J.D. from the Yale Law School and is the son-in-law of Morton A. Cohen, the
Company's major beneficial shareholder.

      J. STEWART NANCE has been an executive officer of the Company since June
1998 and has been President of Raven since December 1995. Previously, he was
President and part owner of Raven's predecessor company.

      ROBERT W. PAWLAK has been Vice President-Finance and Chief Financial
Officer of the Company since June 1998, Secretary of the Company since June 1997
and Controller of the Company since October 1996. Mr. Pawlak held various
accounting positions for GCI since March 1994.

      Michael L. Boeckman has been a Director of the Company since 1994. Mr.
Boeckman has been Administrative Partner and Chief Financial Officer of Cohen &
Co., a Northeast Ohio regional based accounting firm (no relation to Morton A.
Cohen), since October 2000 and December 1996, respectively. From May 1996
through December 1996, Mr. Boeckman was a self-employed business consultant.
From July 1994 until May 1996, Mr. Boeckman was the Company's President and
Chief Operating Officer.

      Morton A. Cohen has been a Director of the Company since 1994. From July
1994 until December 2001, Mr. Cohen had been the Chairman of the Board. He
served as the Company's Chief Executive Officer from 1994 to January 1998. Mr.
Cohen has been Chairman of the Board of Directors and Chief Executive Officer of
Clarion Capital Corporation ("Clarion"), a private, small business investment
company, for more than five years. Mr. Cohen is the father-in-law of Morris H.
Wheeler.

      Richard L. Immerman has been a Director of the Company since 1998. Mr.
Immerman is President of BleachTech LLC, a manufacturer of sodium hypochlorite,
since its inception in January 2002. Mr. Immerman is a partner of Chemical
Ventures (manufacturer of magnesium chloride) a position he has held for
over five years. Until March 2003, Mr. Immerman was also owner of Functional
Products Inc., a supplier of lubricant additives.

      The audit committee consists of Michael L. Boeckman, Morton A. Cohen,
Chairman, and Richard L. Immerman. Michael L. Boeckman has been designated by
the Board of Directors as the "Audit Committee Financial Expert" under SEC rules
and he also meets the NASD's professional experience requirement.


                                       20
<PAGE>


ITEM 10. EXECUTIVE COMPENSATION

      The following table sets forth information relating to the annual and
long-term compensation for the fiscal years ended November 30, 2004, 2003, 2002
for each individual who served as Chief Executive Officer and the other two most
highly compensated executives of the Company. No other executive officer
received compensation in excess of $100,000 during such year.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                        LONG-TERM
                                                                    COMPENSATION AWARDS
                                                                    -------------------
                                                                               SECURITIES
                                                                   RESTRICTED  UNDERLYING
                                                     OTHER ANNUAL    STOCK      OPTIONS     ALL OTHER
    NAME AND PRINCIPAL    FISCAL                     COMPENSATION   AWARDS($)  (SHARES)_   COMPENSATION
         POSITION          YEAR    SALARY    BONUS       (1)          (2)         (3)          (4)
         --------          ----    ------    -----       ---          ---         ---          ---
<S>                       <C>     <C>       <C>      <C>           <C>         <C>         <C>
Morris H. Wheeler          2004   $153,010  $91,869      $ 0        $ 70,125         0       $ 6,510
President, Chief           2003    143,000   50,050        0         107,998         0         6,259
Executive Officer &        2002    100,000   35,000        0               0    25,000         2,172
Acting President of GCI

J. Stewart Nance           2004    111,500   96,500        0          36,525         0         6,533
President - Raven Lining   2003    107,500   92,500        0          16,442         0         6,493
Systems, Inc.              2002    101,500   78,500        0               0     5,000         5,550

Robert W. Pawlak Chief     2004     88,275   39,732        0          25,950         0         4,235
Financial Officer &        2003     82,500   28,875        0          30,270         0         3,552
Secretary
</TABLE>

(1)   Excludes perquisites and other benefits, unless the aggregate amount of
      such compensation is greater than 10 percent of the total of annual salary
      and bonus reported for the named executive officer.

(2)   The restricted stock awards reflect (i) in the 2004 period shares granted
      in June 2004 which are subject to continued employment vesting and may
      vest earlier based on certain performance objectives being met and shares
      granted in December 2004 which are fully vested (ii) in the 2003 period
      the amount presented represents shares granted in March 2004 as long term
      incentive compensation for fiscal 2003 which are subject to continued
      employment vesting and included a portion of cash compensation paid to
      cover employees withholding taxes on the grant. The dollar value of the
      restricted shares issued to the individuals are based on the Company's
      stock prices on the dates of issue. The number and value of the aggregate
      restricted stock holdings on November 30, 2004 for individuals named in
      the table are as follows: Morris H. Wheeler 21,700 shares ($274,939),
      J. Stewart Nance 6,650 shares ($84,256), Robert W. Pawlak 7,150 shares
      ($90,591).

(3)   Options were granted in December 2002 as long term incentive compensation
      for fiscal 2002.

(4)   Includes corporate contributions to the Company's 401(k) Plan and dollar
      value of additional life insurance paid by the Company as reported on form
      W-2.

                                       21
<PAGE>


OPTION GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS)

No stock options were granted during fiscal year 2004. The Company determined
issuing restricted stock awards in lieu of stock options was a more effective
means of aligning employees' interests with those of the Company's shareholders.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

      The following table provides information relating to aggregate option
exercises during the last fiscal year and fiscal year-end option values for the
chief executive officers and the other executives of the Company named in the
compensation table.

<TABLE>
<CAPTION>
                                                                            Value of Unexercised
                                              Number of Unexercised       In-The-Money Options at
                                          Options at November 30, 2004       November 30, 2004
                                          ----------------------------       -----------------
                     SHARES
                   ACQUIRED ON   VALUE
     NAME            EXERCISE   REALIZED  EXERCISABLE    UNEXERCISABLE  EXERCISABLE    UNEXERCISABLE
     ----          ----------   --------  -----------    -------------  -----------    -------------
<S>                <C>          <C>       <C>            <C>            <C>            <C>
Morris H. Wheeler       0          0        56,250          18,750       $ 526,938       $160,313
J. Stewart Nance        0          0        11,000           7,000         103,020         62,840
Robert W. Pawlak        0          0         8,500           9,500          78,195         83,065
</TABLE>

LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                                      Estimated Future Payouts Under Long-
                                                              Term Incentive Plan
                                                              -------------------
                                Performance or other
                    Number of       Period Until       Threshold     Target     Maximum
     Name            Shares     Maturation of Payout      (2)          (3)        (4)
     ----            ------     --------------------      ---          ---        ---
<S>                 <C>         <C>                    <C>           <C>        <C>
Morris H. Wheeler   3,500       Shares Fully Vested      3,500            0      3,500
                    3,750 (1)   11/30/06 - 6/10/11           0        3,750      3,750

J. Stewart Nance      700       Shares Fully Vested        700            0        700
                    3,750 (1)   11/30/06 - 6/10/11           0        3,750      3,750

Robert W. Pawlak      600       Shares Fully Vested        600            0        600
                    2,500 (1)   11/30/04 - 6/10/11         400        2,100      2,500
</TABLE>

(1)   Shares vest on a cliff basis at June 10, 2011, subject to earlier
      incremental vesting based on achieving performance objectives related to
      the Company's long-term strategic growth plan. The actual number of shares
      that will vest may be less than the numbers shown, if the executive's
      employment terminates before the vesting of the shares.

(2)   Threshold: Represents the number of shares that vested on November 30,2004
      or earlier in the fiscal year.

(3)   Target: Represents the number of shares that were not vested as of
      November 30, 2004.

(4)   Maximum: Represents the aggregate number of granted shares, vested and
      unvested as of November 30, 2004.


                                       22
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth, as of December 31, 2004, certain
information concerning those persons known to the Company, based on information
obtained from such persons, with respect to the beneficial ownership (as such
term is defined in rule 13d-3 under the Securities Exchange Act of 1934, as
amended) of shares of common stock of the Company by (i) each person known by
the Company to be the owner of more than 5% of the outstanding shares; (ii) each
Director, (iii) each executive officer named in the Summary Compensation Table
and (iv) all Directors and executive officers as a group:

<TABLE>
<CAPTION>
                                                     PERCENTAGE OF
     NAME AND ADDRESS        AMOUNT AND NATURE OF     OUTSTANDING
   OF BENEFICIAL OWNER       BENEFICIAL OWNERSHIP     SHARES OWNED
   -------------------       --------------------     ------------
<S>                          <C>                     <C>
Morton A. Cohen
1801 East 9th Street
Cleveland, Ohio 44114         1,268,980(1)(2)            47.3%

Clarion Capital
Corporation
1801 East 9th Street
Cleveland, Ohio 44114         1,175,980                  43.9%

Michael L. Boeckman              13,283(2)                  *

Dwight D. Goodman                63,155(2)                2.4%

Richard L. Immerman              52,000(2)                1.9%

J. Stewart Nance                122,237(2)(3)(4)          4.5%

Robert W. Pawlak                 50,557(2)(3)             1.9%

Morris H. Wheeler               134,015(2)(3)             4.9%

All directors and
executive officers as a
group (7 persons)             1,704,227(4)(5)            61.0%
</TABLE>

* Represents less than 1%

(1)   Includes 1,175,980 shares owned of record by Clarion Capital Corporation
      ("Clarion"), an entity of which Mr. Cohen is a principal.

(2)   Includes shares issuable upon exercise of options exercisable within 60
      days of the date hereof as follows: Mr. Cohen 5,000 shares, Mr. Boeckman
      5,000 shares, Mr. Goodman 7,500 shares,

                                       23
<PAGE>

      Mr. Immerman 15,000 shares, Mr. Nance 12,250 shares, Mr. Pawlak 11,000
      shares, and Mr. Wheeler 62,500 shares.

(3)   Includes shares owned in the Company sponsored 401k Plan as of December
      31, 2004 as follows: Mr. Nance 39,239 shares, Mr. Pawlak 3,889 shares, and
      Mr. Wheeler 2,888 shares.

(4)   Includes 4,285 shares owned by children of Mr. Nance.

(5)   Includes 118,250 shares issuable upon exercise of options exercisable
      within 60 days of the date hereof. Includes 46,016 shares owned in the
      Company sponsored 401k Plan as of December 31, 2004.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The Company has an Employment Agreement with Morris H. Wheeler, its Chief
Executive Officer, which expires on December 31, 2005. Under the terms of the
Agreement, Mr. Wheeler receives a salary of $175,000, adjusted annually for
inflation. Additionally, the Company paid a fee of $50,000 in Fiscal 2004 to an
entity controlled by Mr. Wheeler for the provision of office space for personnel
and other management support.

      On November 5, 2001, the Company approved the sale of an aggregate of
99,999 shares of Common Stock to six executive and other officers of the Company
and its subsidiaries at a price of $2.56 per share. The Company received
promissory notes from each of the purchasers for the shares. The Notes are
payable in four years and bear interest at 4.13%. The Company has the right, but
not the obligation, to repurchase, in decreasing percentages, the shares in the
event of an individual's termination of employment within three years.

      The Company has a Financial Advisory Agreement with Clarion pursuant to
which Clarion provides management support. Clarion receives a quarterly fee of
$13,000. Under the agreement, Clarion also performs additional specific
projects, as requested. Under the agreement, Clarion received $52,000 in fiscal
2004.

ITEM 13. EXHIBITS

            *3.1  Certificate of Incorporation of the Company, as corrected.

           **3.2  By-Laws of the Company, as amended.

          ***4.1  Credit and Security Agreement, dated May 15, 1998, by and
                  between the Company and NBD Bank, N.A.

          ###4.2  Amendment to Credit and Security Agreement, dated April 23,
                  2004, by and between the Company and Union Planters Bank,
                  N.A., the successor to NBD Bank, N.A.

           #10.1  The Company's 1994 Employee Stock Option Plan, as amended.


                                       24
<PAGE>

        ****10.2  Lease Agreement between GlasCraft, Inc. and ProLogis North
                  Carolina Limited Partnership.

          ##10.3  Amendment to Lease Agreement between GlasCraft, Inc. and
                  ProLogis North Carolina Limited Partnership.

       *****10.4  Employment Agreement with Morris Wheeler, Chief Executive
                  Officer.

            10.5  Amendment to Employment Agreement with Morris Wheeler, Chief
                  Executive Officer.

        ####14    Code of Ethics for Executive Officers and All Senior
                  Financial Officers.

            21    Subsidiaries of the Registrant.

            23    Consent of Independent Public Accountants

            31.1  302 Certification of Chief Executive Officer

            31.2  302 Certification of Chief Financial Officer

            32    906 Certification of Principal Executive and Financial
                  Officers

      *     Incorporated herein by reference to the Exhibit to the Company's
            Annual Report on Form 10-KSB for the year ended November 30, 1995.

     **     Incorporated here in by reference to the Exhibit included to the
            Company's Registration Statement on Form SB-2 dated November 29,
            1994 (No. 33-82732).

    ***     Incorporated herein by reference to Exhibit 4.1 included in the
            Company's Quarterly report on Form 10-QSB for the quarter ended May
            31, 1998.

   ****     Incorporated herein by reference to the Exhibit to the Company's
            Annual Report on Form 10-KSB for the year ended November 30, 1998.

  *****     Incorporated herein by reference to the Exhibit to the Company's
            Annual Report on Form 10-KSB for the year ended November 30, 2001.

      #     Incorporated herein by reference to the Exhibit to the Company's
            Annual Report on Form 10-KSB for the year ended November 30, 2002.

     ##     Incorporated herein by reference to the Exhibit to the Company's
            Quarterly report on Form 10-QSB for the quarter ended August 31,
            2003.

    ###     Incorporated herein by reference to Exhibit 4.2 included in the
            Company's Quarterly report on Form 10-QSB for the quarter ended May
            31, 2004.

   ####     Incorporated herein by reference to the Exhibit to the Company's
            Annual Report on Form 10-KSB for the year ended November 30, 2003.


                                       25
<PAGE>


ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

      The following table sets forth the aggregate fees billed to the Company by
Ernst & Young LLP:

<TABLE>
<CAPTION>
                               Fiscal         Fiscal
                                2004           2003
                                ----           ----
<S>                           <C>            <C>
Audit Fees                    $ 68,325       $ 63,455
Audit Related Fees               3,275          1,495
Tax Fees                        23,675         26,730
All Other Fees                   1,800              0
                              --------       --------
                              $ 97,075       $ 91,680
</TABLE>

      Audit Fees: Aggregate fees billed for professional services rendered for
            the audit of the Company's annual financial statements and review of
            financial statements in the Company's Form 10QSB Reports.

      Audit Related Fees: Aggregate fees billed for professional services
            rendered for assurance and related services that were reasonably
            related to the performance of the audit or review of our financial
            statements and are not reported under "Audit Fees" above. In 2004
            the fees were derived from research and consultation in connection
            with compensation planning. In 2003 the fees were derived from
            consultation in connection with Sarbanes Oxley.

      Tax Fees: Aggregate fees billed for professional services rendered for
            tax compliance, tax advice and tax planning. The nature of services
            in both years primarily consisted of tax provision review and tax
            return preparation.

      All Other Fees: In fiscal 2004 other fees represent research and
            consultation services. The nature of these services was research
            relating to a potential acquisition. For the fiscal year ended
            November 30, 2003, the Company was not billed any additional fees
            for services by Ernst & Young, LLP other than the services covered
            under the captions "Audit Fees", "Audit Related Fees" and "Tax Fees"
            above.

      All services listed were pre-approved by the Audit Committee.

      The Audit Committee of the Board has considered whether the services
described above are compatible with maintaining the independent accountant's
independence and has determined that such services have not adversely affected
Ernst & Young LLP's independence.


                                       26
<PAGE>

                           COHESANT TECHNOLOGIES INC.

                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Report of Independent Registered Public Accounting Firm                     F-2
Consolidated Balance Sheets as of November 30, 2004 and
     2003                                                                   F-3
Consolidated Statements of Income for the Years Ended,
     November 30, 2004 and 2003                                             F-5
Consolidated Statements of Shareholders' Equity
     for the Years Ended November 30, 2004 and 2003                         F-6
Consolidated Statements of Cash Flows for the Years Ended
     November 30, 2004 and 2003                                             F-7
Notes to Consolidated Financial Statements                                  F-8
</TABLE>

                                      F-1
<PAGE>

             Report of Independent Registered Public Accounting Firm

The Board of Directors
Cohesant Technologies Inc.

We have audited the accompanying consolidated balance sheets of Cohesant
Technologies Inc. as of November 30, 2004 and 2003, and the related consolidated
statements of income, shareholders' equity, and cash flows for each of the two
years in the period ended November 30, 2004. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Cohesant
Technologies Inc. at November 30, 2004 and 2003, and the consolidated results of
its operations and its cash flows for each of the two years in the period ended
November 30, 2004, in conformity with U.S. generally accepted accounting
principles.

                                                               ERNST & YOUNG LLP

Indianapolis, Indiana
December 16, 2004

                                      F-2
<PAGE>

                           COHESANT TECHNOLOGIES INC.

                           CONSOLIDATED BALANCE SHEETS

                        AS OF NOVEMBER 30, 2004 AND 2003

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                    2004             2003
                                                                                    ----             ----
<S>                                                                             <C>              <C>
ASSETS:
Cash and cash equivalents                                                       $  5,036,582     $  3,838,179
Accounts and note receivable, net of allowance for doubtful accounts of
       $302,000 and $340,000, respectively                                         3,297,305        3,244,788
Inventory                                                                          3,367,947        3,230,100
Prepaid expenses and other                                                           272,032          249,813
Deferred tax assets                                                                  210,000          239,100
                                                                                ------------     ------------
       Total current assets                                                       12,183,866       10,801,980

Property, plant and equipment, net                                                   520,866          580,945
Patents and other intangibles, net of accumulated amortization of  $139,278
        and  $126,500, respectively                                                  125,296          118,291
Goodwill                                                                             840,254          840,254
Other noncurrent assets                                                                1,815            1,815
                                                                                ------------     ------------
       Total assets                                                             $ 13,672,097     $ 12,343,285
                                                                                ============     ============
</TABLE>

        The accompanying notes are an integral part of these consolidated
                              financial statements.

                                      F-3
<PAGE>

                           COHESANT TECHNOLOGIES INC.

                           CONSOLIDATED BALANCE SHEETS

                        AS OF NOVEMBER 30, 2004 AND 2003

                      LIABILITIES AND SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                    2004             2003
                                                                                    ----             ----
<S>                                                                             <C>              <C>
LIABILITIES:
Accounts payable                                                                $    983,798     $    914,048
Accrued salaries, benefits and commissions                                           786,713          691,074
Accrued taxes                                                                        240,860          307,310
Other current liabilities                                                            544,124          855,181
                                                                                ------------     ------------
        Total current liabilities                                                  2,555,495        2,767,613

Deferred tax liability                                                               228,200           61,300
                                                                                ------------     ------------
         Total liabilities                                                         2,783,695        2,828,913

COMMITMENTS AND CONTINGENCIES (Notes 10 and 11)

SHAREHOLDERS' EQUITY:
Common stock ($.001 par value; 10,000,000 shares authorized and
          2,613,965 and 2,638,965 shares issued, respectively)                         2,614            2,639
Additional paid-in capital                                                         6,313,774        6,254,394
Retained earnings                                                                  4,572,014        3,458,709
Treasury stock at cost,  57,600  shares                                                    -         (201,370)
                                                                                ------------     ------------
         Total shareholders' equity                                               10,888,402        9,514,372

                                                                                ------------     ------------
         Total liabilities and shareholders' equity                             $ 13,672,097     $ 12,343,285
                                                                                ============     ============
</TABLE>

        The accompanying notes are an integral part of these consolidated
                              financial statements.

                                      F-4
<PAGE>

                           COHESANT TECHNOLOGIES INC.

                        CONSOLIDATED STATEMENTS OF INCOME

                 FOR THE YEARS ENDED NOVEMBER 30, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                                    2004             2003
                                                                                    ----             ----
<S>                                                                             <C>              <C>
NET SALES                                                                       $ 19,312,180     $ 17,276,183
COST OF SALES                                                                      9,384,241        8,620,510
                                                                                ------------     ------------
          Gross profit                                                             9,927,939        8,655,673

RESEARCH, DEVELOPMENT AND ENGINEERING EXPENSES                                     1,009,349          917,803
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                                       6,088,932        5,613,525
                                                                                ------------     ------------
TOTAL OPERATING EXPENSES                                                           7,098,281        6,531,328

                                                                                ------------     ------------
          Income from operations                                                   2,829,658        2,124,345

OTHER INCOME:
  Interest income                                                                     34,893           32,915
  Other income, net                                                                   36,483           48,099
                                                                                ------------     ------------

INCOME BEFORE TAXES                                                                2,901,034        2,205,359

INCOME TAX PROVISION                                                              (1,098,767)        (804,750)
                                                                                ------------     ------------

NET INCOME                                                                      $  1,802,267     $  1,400,609
                                                                                ============     ============

EARNINGS PER SHARE BASIC                                                        $       0.69     $       0.54
                                                                                ============     ============

EARNINGS PER SHARE DILUTED                                                      $       0.67     $       0.54
                                                                                ============     ============

WEIGHTED AVERAGE SHARES OF COMMON STOCK
  OUTSTANDING
  BASIC                                                                            2,593,759        2,575,971
                                                                                ============     ============
  DILUTED                                                                          2,698,662        2,611,213
                                                                                ============     ============

CASH DIVIDENDS PER SHARE                                                        $       0.26     $       0.25
                                                                                ============     ============
</TABLE>

        The accompanying notes are an integral part of these consolidated
                              financial statements.

                                      F-5
<PAGE>

                           COHESANT TECHNOLOGIES INC.

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                        Additional                               Total
                                      Common Stock       Paid-in      Retained     Treasury   Shareholders'
                                   Capital     Amount    Capital      Earnings      Stock        Equity
                                   -------     ------    -------      --------      -----        ------
<S>                               <C>         <C>       <C>          <C>          <C>         <C>
BALANCE, November 30, 2002        2,614,465   $ 2,615   $6,192,140   $2,703,441   $(194,090)  $ 8,704,106

Exercise of stock options and
related tax benefits                 24,500        24       60,986            -           -        61,010

Purchase 2,000 shares of common
stock                                     -         -            -            -      (7,280)       (7,280)

Dividends Declared                        -         -            -     (645,341)          -      (645,341)

Non-cash compensation                     -         -       24,000            -           -        24,000

Interest on notes for restricted
stock                                     -         -      (22,732)           -           -       (22,732)

Net income                                -         -            -    1,400,609           -     1,400,609
                                  ---------   -------   ----------   ----------   ---------   -----------
BALANCE, November 30, 2003        2,638,965     2,639    6,254,394    3,458,709    (201,370)    9,514,372

Exercise of stock options and
related tax benefits                 20,400        21      107,815            -           -       107,836

Treasury Stock Retired              (57,600)      (58)    (201,312)                 201,370             -

Dividends Declared                        -         -            -     (688,962)          -      (688,962)

Interest on notes for restricted
stock                                     -         -      (11,806)           -           -       (11,806)

Non-cash compensation                12,200        12      164,683            -           -       164,695

Net income                                -         -            -    1,802,267           -     1,802,267

                                  ---------   -------   ----------   ----------   ---------   -----------
BALANCE, November 30, 2004        2,613,965   $ 2,614   $6,313,774   $4,572,014   $       -   $10,888,402
                                  =========   =======   ==========   ==========   =========   ===========
</TABLE>

        The accompanying notes are an integral part of these consolidated
                              financial statements.

                                      F-6
<PAGE>


                           COHESANT TECHNOLOGIES INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED NOVEMBER 30, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                       2004               2003
                                                                       ----               ----
<S>                                                                 <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                        $ 1,802,267        $ 1,400,609
  Adjustments to reconcile net income
    to net cash provided by operating activities -
      Depreciation and amortization                                     247,169            222,511
      Non-cash compensation                                             164,695             24,000
      Loss on asset disposal                                                275             12,547
      Deferred income taxes                                             156,839             87,200
      Provision for doubtful accounts                                    26,390             68,560
      Net change in assets and liabilities-
          Accounts and note receivable                                  (78,907)            44,691
          Inventories                                                  (168,717)           (14,519)
          Prepaid expenses and other                                    (22,219)           369,230
          Accounts payable                                               69,750           (157,854)
          Other current liabilities                                      55,629            214,347
          Other noncurrent assets                                       (11,806)           (22,704)
                                                                    -----------        -----------
          Net cash provided by operating activities                   2,241,365          2,248,618

CASH FLOWS USED IN INVESTING ACTIVITIES:
  Patent additions                                                      (19,783)           (15,024)
  Property and equipment additions                                     (143,717)          (265,383)
                                                                    -----------        -----------
          Net cash used in investing activities                        (163,500)          (280,407)

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
  Purchase of common stock                                                    -             (7,280)
  Proceeds from exercise of stock options                               107,836             61,010
  Cash dividends paid to stockholders                                  (987,298)                 -
                                                                    -----------        -----------
          Net cash (used in) provided by financing activities          (879,462)            53,730
                                                                    -----------        -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                             1,198,403          2,021,941
CASH AND CASH EQUIVALENTS, beginning of year                          3,838,179          1,816,238
                                                                    -----------        -----------
CASH AND CASH EQUIVALNETS, end of year                              $ 5,036,582        $ 3,838,179
                                                                    ===========        ===========

SUPPLEMENTAL DISCLOSURES:
  Cash paid during the year for-
    Interest                                                        $         -        $         -
                                                                    ===========        ===========
    Income taxes                                                    $   916,588        $   617,000
                                                                    ===========        ===========
</TABLE>

        The accompanying notes are an integral part of these consolidated
                              financial statements.

                                      F-7
<PAGE>

                           COHESANT TECHNOLOGIES INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           NOVEMBER 30, 2004 AND 2003

1. NATURE OF BUSINESS

Cohesant Technologies Inc. and its subsidiaries (the "Company" or "Cohesant")
are engaged in the design, development, manufacture and sale of specialized
dispense equipment systems, replacement parts and supplies used in the operation
of the equipment and the design, development, manufacture and sale of specialty
coating and grout products.

The Company's direct, wholly owned subsidiaries, GlasCraft Inc. ("GCI") and
Raven Lining Systems Inc. ("Raven") sell their products through a network of
independent distributors and Certified Applicators in the United States and
overseas. Industries served include construction, transportation and marine.

The Company's executive offices are located in Indianapolis, Indiana with its
principal manufacturing, warehouse and distribution facilities located in
Indianapolis, Indiana and Tulsa, Oklahoma.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      a. Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
its direct, wholly owned subsidiaries, GCI and Raven. Intercompany accounts and
transactions have been eliminated.

      b. Revenue Recognition

The Company recognizes revenue from sales upon shipment of goods at which time
title and risks of ownership transfer to the buyer.

      c. Basic and Diluted Earnings Per Share

Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Share", requires dual presentation of basic and diluted earnings per share on
the face of the statement of operations. Basic earnings per share is computed by
dividing net income available to common shareholders by the weighted-average
number of common shares outstanding for the period. Restricted stock grants are
not considered issued and outstanding until vested, but are included in diluted
earnings per share. Diluted earnings per share is computed based upon the
weighted average shares that would have been outstanding if all dilutive
potential common shares would have been converted into shares at the earliest
date possible. In determining diluted earnings per share, stock options and
restricted stock were included in the calculation as their effect was

                                      F-8
<PAGE>

dilutive. The following is a reconciliation of the numerators and denominators
used in computing earnings per share:

<TABLE>
<CAPTION>
                                                                      2004             2003
                                                                      ----             ----
<S>                                                                <C>              <C>
Income available to common stockholders                            $1,802,267       $1,400,609

Basic earnings per share:
  Weighted-average number of common shares outstanding              2,593,759        2,575,971
Basic earnings per share                                           $     0.69       $     0.54
Diluted earnings per share
  Weighted-average number of common shares outstanding              2,593,759        2,575,971
  Stock Options                                                        97,027           35,242
  Restricted Stock                                                      7,876                -
Diluted weighted-average number of common shares outstanding        2,698,662        2,611,213
Diluted earnings per share                                         $     0.67       $     0.54
</TABLE>

      d. Statements of Cash Flows

Certain noncash investing activities are described below:

During 2004 and 2003, the Company transferred $55,125 and $31,230 of inventory
to property and equipment, respectively.

      e. Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with a maturity of
three months or less to be cash. Cash equivalents are stated at cost, which
approximates market value.

      f. Allowance of Doubtful Accounts

The Company evaluates the allowance for doubtful accounts on a periodic basis
and reviews any significant customers with delinquent balances to determine
future collectability. The determination includes a review of legal issues (such
as bankruptcy status), past payment history, current financial and credit
reports, and the experience of the credit representative. Allowances are
established in the period in which the account is deemed uncollectable or
questionable collectability.

      g. Inventory

Inventories are stated at the lower of cost or market, with cost determined
using the first-in, first-out method. Inventory costs include raw material,
labor (including material handling) and overhead costs. Inventory at November
30, 2004 and 2003 was $3,367,947 and $3,230,100, respectively. These balances
primarily consist of purchased parts and sub-assemblies, which can be sold as
spare parts or further assembled into dispense equipment. An inventory reserve
is provided for obsolete and slow-moving inventory to reduce the carrying amount
to its estimated net realizable value.

                                      F-9
<PAGE>

      h. Property, Plant and Equipment

Property, plant and equipment are carried at cost. Maintenance and repairs are
expensed as incurred. Depreciation of property, plant and equipment is provided
by use of the straight-line method over the estimated useful lives of the assets
as follows:

<TABLE>
<S>                                                  <C>
Leasehold improvements                                1-5 years
Machinery and equipment                              3-10 years
Displays, demos and lab equipment                     3-5 years
</TABLE>

Property, plant and equipment consist of the following:

<TABLE>
<CAPTION>
                                                 2004                 2003
                                                 ----                 ----
<S>                                           <C>                 <C>
Leasehold improvements                        $   153,714         $   143,710
Machinery and equipment                         1,531,914           1,454,586
Displays, demos and lab equipment                 392,360             382,955
                                              -----------         -----------
                                                2,077,988           1,981,251
Less accumulated deprecation                   (1,557,122)         (1,400,306)
                                              -----------         -----------
                                              $   520,866         $   580,945
                                              ===========         ===========
</TABLE>

Depreciation expense for the fiscal years end November 30, 2004 and 2003 was
$234,398 and $211,375, respectively.

      i. Intangible Assets

The goodwill is the initial purchase price in excess of the fair value of
identifiable net assets of Raven Effective December 1, 2001 the Company elected
to adopt SFAS 142, and ceased amortizing goodwill.

Patents are being amortized using the straight-line method over their estimated
useful lives (approximately 17 years). Other intangibles consist of the cost of
certain trademarks. Amortization of trademark costs is amortized using the
straight-line method over the estimated future period of benefit (approximately
14 years).

      j. Research and Development

The costs associated with research and development programs for new products and
significant improvements, which totaled $1,009,349, and $917,803 in 2004 and
2003, respectively, are expensed as incurred.

      k. Income Taxes

The Company files a consolidated Federal income tax return with its wholly owned
subsidiaries. Income taxes are provided based on the liability method of
accounting pursuant to Statement of Financial Accounting Standards No. 109 (SFAS
109), "Accounting for Income Taxes." The liability method measures the effective
tax impact of future taxable income or deductions resulting from differences in
the tax and financial reporting bases of assets and liabilities

                                      F-10
<PAGE>

reflected in the consolidated balance sheets and the expected tax impact of
carryforwards for tax purposes.

      l. Shipping and Handling Fees and Costs

Shipping and handling costs include payments to third parties for the delivery
of products to customers, as well as internal salaries and overhead costs
incurred to move and prepare finished products for shipment. Shipping and
handling costs are included with selling and administrative expenses in the
accompanying consolidated statement of operations and totaled $95,645 and
$79,378 in fiscal 2004 and 2003, respectively.

      m. Impairment of Long-Lived Assets

The Company evaluates the carrying value of long-lived assets and long-lived
assets to be disposed of in accordance with SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". Under the provisions of the
statement, the Company continually evaluates its long-lived assets in light of
events and circumstances that may indicate that the remaining estimated useful
life may warrant revision or that the remaining value may not be recoverable.
When factors indicate that long-lived assets should be evaluated for possible
impairment, the Company uses an estimate of the related cash flows over the
remaining life of the asset in measuring whether that asset is recoverable. To
the extent an impairment has occurred, the excess of the carrying value of the
long-lived assets over their estimated fair value will be charged to operations.

      n. Estimates and Reclassifications

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

Certain reclassifications have been made to the prior year financial statements
to conform to the current year presentation. These reclassifications have no
impact on net operating results previously reported.

      o. New Accounting Standards

On December 16, 2004, the FASB finalized SFAS No. 123R "Share-Based Payment,"
which will be effective for small business issuers at the beginning of the first
interim or annual reporting period after December 15, 2005. The new standard
will require the Company to expense stock options and the FASB believes the use
of a binomial lattice model for option valuation is capable of more fully
reflecting certain characteristics of employee share options. The Company has
begun a process to analyze how the utilization of a binomial lattice model could
impact the valuation of our options. The effect of expensing stock options on
our results of operations using the Black-Scholes model is presented in the
table in Note 2p.

                                      F-11
<PAGE>

In May 2003, the FASB issued Statement of Financial Accounting Standards No.
150, Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity ("SFAS No. 150"). SFAS No. 150 establishes standards for
how an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify certain financial instruments as a liability (or as an asset in some
circumstances). SFAS No. 150 is effective for the Company at the beginning of
the first interim period beginning after June 15, 2003. The adoption of SFAS No.
150 did not have an impact on the Company's financial statements.

On April 30, 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 149, Amendment of Statement 133
on Derivative Instruments and Hedging Activities ("SFAS No. 149"). SFAS No. 149
amends and clarifies accounting for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities
under Statement 133 and is to be applied prospectively to contracts entered into
or modified after June 30, 2003. The adoption of SFAS No. 149 did not have an
impact on the Company's financial statements.

In 2003, the Financial Accounting Standards Board issued Interpretation No. 46
(FIN 46), Consolidation of Variable Interest Entities. FIN 46 defines a variable
interest entity (VIE) as a corporation, partnership, trust or any other legal
structure that does not have equity investors with a controlling financial
interest or has equity investors that do not provide sufficient financial
resources for the entity to support its activities. FIN 46 requires
consolidation of a VIE by the primary beneficiary of the assets, liabilities,
and results of activities effective for 2003. FIN 46 also requires certain
disclosures by all holders of a significant variable interest in a VIE that are
not the primary beneficiary. The adoption of FIN No. 46 did not have an impact
on the financial position or results of operations of the Company.

In 2002, the Financial Accounting Standards Board issued Interpretation No. 45
(FIN 45), Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others. FIN 45 requires
guarantees to be recorded at fair value and requires a guarantor to make
significant new disclosure, even when the likelihood of making any payments
under the guarantee is remote. FIN 45's initial recognition and initial
measurement provisions are applicable on a prospective basis to the guarantees
issued or modified after December 31, 2002. The adoption of FIN No. 45 did not
have an impact on the financial position or results of operations of the
Company.

      p. Stock Options

The Company accounts for its stock-based employee compensation plan under the
intrinsic value method in accordance with Accounting Principles Board Opinion
No. 25, Accounting for Stock Issued to Employees, (APB 25). The Company has
adopted the disclosure-only provisions of FASB Statement No. 123, Accounting for
Stock-Based Compensation (FAS 123), as amended by FASB Statement No. 148,
Accounting for Stock-Based Compensation -- Transition and Disclosure. Had the
company elected to adopt the fair value recognition provisions of FAS 123, pro
forma net income and net income per share would be as follows:

                                      F-12
<PAGE>

<TABLE>
<CAPTION>
                                                                      Year Ended
                                                                      November 30
                                                                      -----------
                                                              2004                    2003
                                                              ----                    ----
<S>                                                       <C>                    <C>
Net income, as reported                                   $   1,802,267          $   1,400,609
Add: Stock-based employee compensation expense
   included in reported net income, net of
   related tax effects                                          112,638                 24,000
Deduct:  Total stock-based employee compensation
   expense determined under fair value based
   method for all awards, net of related tax
   effects                                                     (171,005)              (108,384)
                                                          -------------          -------------

Pro forma net income                                      $   1,743,900          $   1,316,225
                                                          =============          =============

Earnings per share:
    Basic -- as reported                                  $        0.69          $        0.54
                                                          =============          =============
    Basic -- pro forma                                    $        0.67          $        0.51
                                                          =============          =============

    Diluted -- as reported                                $        0.67          $        0.54
                                                          =============          =============
    Diluted -- pro forma                                  $        0.65          $        0.50
                                                          =============          =============
</TABLE>

3. SHAREHOLDERS' EQUITY

Dividends

In June 2004, the Company announced that its Board of Directors enacted a new
dividend policy paying shareholders $0.26 per share annually, distributable at
$0.13 per share on a semi-annual basis. A semi-annual dividend payment of $0.13
totaling $341,957 and $347,005 was paid on July 8, 2004 and December 10, 2004,
respectively to shareholders of record on June 28, 2004 and November 30, 2004.
The Board of Directors noted that it intends to review the dividend policy on at
least a semi-annual basis to ensure sufficient cash availability for capital
expenditures and potential acquisitions.

In November 2003 the Company announced its first ever dividend. A dividend of
$0.25 per share totaling $645,341 was paid on December 10, 2003 to shareholders
of record on November 30, 2003.

Capital Stock

In May 2004 the Company retired 57,600 shares of common stock held in treasury
at a cost of $201,370.

In fiscal 2003 the Company purchased 2,000 shares of common stock at a cost of
$7,280. The Company's repurchase program expired on November 30, 2003.

                                      F-13
<PAGE>

Restricted Stock

On November 5, 2001, the Company's Board of Directors approved the sale of
99,999 shares of unregistered restricted stock to certain officers. The Company
provided the officers recourse notes (Notes) to purchase the unregistered
restricted stock. The Notes have a term of 4 years and bear interest. The
aggregate amount of these loans was $290,535 and $278,729, which includes
accrued interest of $34,539 and $22,733, at November 30, 2004 and 2003,
respectively and is reflected as a reduction of the additional paid-in capital
account in the consolidated statements of shareholders' equity. Non cash
compensation expense will be recognized over the restriction period as the
restrictions lapse in accordance with APB Opinion No. 25 "Accounting for Stock
Issued to Employees."

On March 16, 2004, the Board of Directors approved the grant of 36,200 shares of
Common Stock, with an aggregate value of $229,870 to an aggregate of 13 key
employees, including four executive officers. The grants were restricted stock
awards that vest incrementally through November 30, 2007 assuming the employees
remain employed by the Company or its subsidiaries. The value of the grant is
being recognized as non cash compensation expense over the vesting period.

On June 10, 2004, the Board of Directors approved the grant of 30,000 shares of
Common Stock to an aggregate of 15 employees, including three executive
officers. The grants were restricted stock awards that vest on a cliff basis on
June 10, 2011 and may vest earlier according to meeting specific performance
measures through November 30, 2006. The value of the grant is being recognized
as non cash compensation expense over the vesting period.

Effective October 1, 2004 the Board of Directors approved the grant of 3,500
shares of Common Stock to a new Employee. The grant was a restricted stock award
that vests on a cliff basis on October 1, 2011 and may vest earlier according to
meeting specific performance measures through November 30, 2006. The value of
the grant is being recognized as non cash compensation expense over the vesting
period.

In fiscal 2004 and 2003 the Company recognized $164,695 and $24,000 of non cash
compensation expense, respectively.

4. REVOLVING LINE OF CREDIT

On April 23, 2004, the Company renewed, through May 1, 2005, its $3,500,000
unsecured revolving line of credit facility. This facility accrues interest at
the bank's prime lending rate. Among other restrictions, the credit facility
requires that the Company meet certain covenants including financial ratios. The
Company does not foresee any problems renewing this facility or obtaining an
equivalent facility from another lender. As of November 30, 2004, the Company
was in compliance with all covenants and did not have a balance outstanding
under this facility.

5. STOCK OPTION PLAN

The Company has a Stock Option Plan (the "Option Plan") to provide for the grant
of options to purchase shares of common stock to qualified employees (including
officers and directors). The exercise price of any options granted under the
plan shall be 100% of the fair market value of the

                                      F-14
<PAGE>

common stock as of the date of grant (or 110% of the fair market value of the
common stock if the grant is an "incentive stock option," as defined by the
Internal Revenue Code, to an employee who owns more than 10% of the Company's
outstanding common stock). Options must be exercised within five years of the
date of grant. However, certain options may be exercised immediately. The
Company has reserved 600,000 shares of common stock for issuance upon exercise
of stock options. There were 137,500 and 121,500 options available for grant at
November 30, 2004 and 2003, respectively.

In December 2002 the Company granted 100,000 options to its employees at an
exercise price of $4.12 with a vesting period of four years and must be
exercised within five years of grant. There were no options granted in fiscal
2004.

The fair value of options granted in December 2002 was $1.56 per share and was
estimated on the date of grant using the Black-Scholes option pricing model
utilizing the following weighted average assumptions:

<TABLE>
<CAPTION>
                                                  2003
                                                  ----
<S>                                               <C>
Risk-free interest rate                           3.00%
Expected life (years)                             4.75
Expected volatility                               39.3%
</TABLE>

Expected dividend yields were zero for fiscal 2003.

Stock option activity under the Option Plan is as follows:

<TABLE>
<CAPTION>
                                     Number of      Weighted-Average
Options                               Shares         Exercise Price
-------                               ------         --------------
<S>                                  <C>            <C>
November 30, 2002                     199,750           $   3.00
                  Granted             100,000           $   4.12
                  Exercised           (24,500)          $   1.73
                  Canceled             (1,000)          $   3.20
                                      -------

November 30, 2003                     274,250           $   3.52
                  Exercised           (20,400)          $   3.25
                  Canceled            (16,000)          $   3.83
                                      -------

November 30, 2004                     237,850           $   3.52
</TABLE>

                                      F-15
<PAGE>

<TABLE>
<CAPTION>
                           At November 30, 2004
----------------------------------------------------------------------
               Options Outstanding                Options Exercisable
----------------------------------------------------------------------
              Number of    Remaining              Number of
  Exercise     Options    Contractual  Exercise    Options    Exercise
   Prices    Outstanding     Life        Price   Exercisable   Price
----------------------------------------------------------------------
<S>          <C>          <C>          <C>       <C>          <C>
    2.83         8,000       0.7          2.83       8,000       2.83
    3.20       143,725       1.9          3.20     124,725       3.20
    4.12        86,125       3.1          4.12      21,625       4.12
---------------------------------------------------------------------
$2.83-$4.12    237,850       2.3        $ 3.52     154,350     $ 3.31
=====================================================================
</TABLE>

<TABLE>
<CAPTION>
                           At November 30, 2003
----------------------------------------------------------------------
               Options Outstanding                Options Exercisable
----------------------------------------------------------------------
              Number of    Remaining              Number of
  Exercise     Options    Contractual  Exercise    Options    Exercise
   Prices    Outstanding     Life        Price   Exercisable   Price
----------------------------------------------------------------------
<S>          <C>          <C>          <C>       <C>          <C>
    2.83        12,500       1.7          2.83      10,000       2.83
    3.20       161,750       2.9          3.20     106,250       3.20
    4.12       100,000       4.1          4.12           -       4.12
---------------------------------------------------------------------
$2.83-$4.12    274,250       3.3        $ 3.52     116,250     $ 3.17
=====================================================================
</TABLE>

6. RETIREMENT PLANS

The Company has a defined contribution profit sharing and savings plan for all
employees meeting minimum eligibility requirements. It is the Company's policy
to contribute up to 3% of total wages for each employee who makes certain
minimum contributions. The amounts contributed by the Company during 2004 and
2003 were $121,598 and $105,270, respectively.

7. INCOME TAXES

The provision for income taxes consists of the following at November 30:

<TABLE>
<CAPTION>
                                    2004               2003
                                    ----               ----
<S>                              <C>                 <C>
CURRENT
  Federal                        $  774,418          $582,647
  State                             167,510           134,903
                                 ----------          --------
          Total current             941,928           717,550

  Deferred                          156,839            87,200
                                 ----------          --------
INCOME TAX PROVISION             $1,098,767          $804,750
                                 ==========          ========
</TABLE>

                                      F-16
<PAGE>

A reconciliation of the statutory U.S. Federal income tax rate to the Company's
effective income tax rate is as follows:

<TABLE>
<CAPTION>
                                                 2004            2003
                                                 ----            ----
<S>                                              <C>             <C>
Federal statutory rate                           34.0%           34.0%
State taxes, net of federal benefit               4.8             4.5
Foreign sales corporation or equivalent          (1.4)           (1.5)
Other                                             0.5            (0.5)
                                                 ----            ----
Effective tax rate                               37.9%           36.5%
                                                 ====            ====
</TABLE>

Temporary differences, credits and carryforwards which give rise to the net
deferred tax (liability) asset at November 30, are as follows:

<TABLE>
<CAPTION>
                                                           2004                2003
                                                           ----                ----
<S>                                                      <C>                 <C>
Deferred Tax (Liability)Asset:
Financial reporting reserves not yet deductible          $ 210,000           $ 239,100
Property plant and equipment                              (228,200)            (61,300)
                                                         ---------           ---------
NET DEFERRED TAX (LIABILITY) ASSET                       $ (18,200)          $ 177,800
                                                         =========           =========
</TABLE>

8. RELATED PARTY TRANSACTIONS

The majority shareholder and director of the Company is the owner of Clarion
Management Ltd. ("Clarion"), which provides management assistance for the
Company under a Financial Advisory Agreement. Clarion receives a quarterly fee
of $13,000. Under the agreement, Clarion also performs additional specific
projects as requested. Clarion was paid $52,000 and $51,100, during the fiscal
years ended November 30, 2004 and 2003, respectively.

The Company paid a fee of $50,000 in each of the fiscal years 2004 and 2003 to
an entity controlled by its chief executive officer, Morris Wheeler, for the
provision of office space for Mr. Wheeler and other management support.

9. SEGMENT INFORMATION

The Company monitors its operations in two business divisions: GCI and Raven.
Certain corporate costs are not allocated to the business segments. Financial
information for the Company's business segments as of and for the fiscal years
ended November 30, 2004 and 2003 is as follows:

<TABLE>
<CAPTION>
                                     GCI          Raven      Corporate   Consolidated
                                     ---          -----      ---------   ------------
<S>                              <C>           <C>          <C>          <C>
Net Sales:
  2004                           $13,269,067   $6,043,113   $        -   $19,312,180
  2003                            11,488,497    5,787,686            -    17,276,183
</TABLE>

                                      F-17
<PAGE>

<TABLE>
<S>                                <C>          <C>          <C>          <C>
Depreciation and amortization:
  2004                               186,670       52,506        7,993       247,169
  2003                               173,023       46,410        3,078       222,511

Net income (loss):
  2004                             1,596,127      965,884     (759,744)    1,802,267
  2003                             1,068,449      900,611     (568,451)    1,400,609

Identifiable assets:
  2004                             5,744,669    2,512,310    5,415,118    13,672,097
  2003                             5,586,031    2,578,232    4,179,022    12,343,285

Capital expenditures:
  2004                               110,368       24,165        9,184       143,717
  2003                               156,454      108,039          890       265,383
</TABLE>

The following table presents percentage of total revenues by region.

<TABLE>
<CAPTION>
Region                        2004          2003
-------                       ----          ----
<S>                           <C>           <C>
United States/Canada           72%           75%
Europe/Middle East             13            11
Asia/Pacific Rim               12            11
Other                           3             3
                              ---           ---
Total                         100%          100%
</TABLE>

10. COMMITMENTS

The Company leases its office, manufacturing and warehouse facilities, a portion
of its office equipment and Company cars under noncancellable operating leases
expiring at various dates through November 2009. Future minimum rental payments
required under these noncancellable operating leases are summarized as follows:

<TABLE>
<CAPTION>
Fiscal Year           Amount
-----------           ------
<S>                  <C>
   2005              $287,590
   2006               232,761
   2007               217,421
   2008               207,827
   2009                34,133
Thereafter                  0
</TABLE>

Rent expense totaled $297,324 and $345,749 for the years ended November 30, 2004
and 2003, respectively.

                                      F-18
<PAGE>

11. CONTINGENCIES

In November 1999, following the sale of certain assets of the Company's American
Chemical Company ("ACC") subsidiary, ACC contributed its land and building to
Marine Learning Institute ("MLI"), a not-for-profit environmental educational
organization. MLI agreed to indemnify the Company to assume any costs arising
from or out of the past, present or future environmental condition of the site.
Subsequent to the donation of the St. Louis property, the Missouri Attorney
General's office raised questions regarding the status of the contributed land
and advised the affected parties that additional clean-up efforts were
necessary. MLI advised both the Company and the Missouri Attorney General that,
in its opinion, no further clean-up efforts were necessary. Management intends
to seek indemnification from MLI for any further clean-up and legal costs. No
activity with respect to this matter occurred in Fiscal 2004.

The Company is a party to certain other legal matters arising in the ordinary
course of business. Management believes the ultimate disposition of these
matters and the matter referred to above will not have a material adverse effect
on the Company's financial position or results of operations.

12. UNAUDITED QUARTERLY CONSOLIDATED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                     Fiscal Quarter
                                 -------------------------------------------------------       Fiscal
                                   First          Second         Third          Fourth          Year
                                   -----          ------         -----          ------          ----
<S>                              <C>            <C>            <C>            <C>            <C>
2004:
  Net Sales                      $4,235,450     $5,290,141     $5,116,265     $4,670,324     $19,312,180
  Gross Profit                    2,081,826      2,703,603      2,748,011      2,394,499       9,927,939
  Net Income                        288,500        529,153        541,724        442,890       1,802,267
  Earnings Per Share Diluted           0.11           0.20           0.20           0.16            0.67

2003:
  Net Sales                      $3,671,228     $4,284,650     $4,570,128     $4,750,177     $17,276,183
  Gross Profit                    1,749,567      2,139,905      2,317,214      2,448,987       8,655,673
  Net Income                        221,234        338,391        439,347        401,637       1,400,609
  Earnings Per Share Diluted           0.09           0.13           0.17           0.15            0.54
</TABLE>

                                      F-19
<PAGE>

                                   SIGNATURES

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

Dated: February 1, 2005

                                          COHESANT TECHNOLOGIES INC.

                                          BY: /s/ Morris H. Wheeler
                                              ----------------------------------
                                          Morris H. Wheeler
                                          President and Chief Executive Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<S>                       <C>                                                <C>
/s/ Dwight D. Goodman     Chairman of the Board of Directors                 February 1, 2005
---------------------
Dwight D. Goodman

/s/ Morris H. Wheeler     President and Chief Executive Officer (Principal   February 1, 2005
---------------------     Executive Officer) and Director
Morris H. Wheeler

/s/ Michael L. Boeckman   Director                                           February 1, 2005
-----------------------
Michael L. Boeckman

/s/ Morton A. Cohen       Director                                           February 1, 2005
-------------------
Morton A. Cohen

/s/ Richard L. Immerman   Director                                           February 1, 2005
-----------------------
Richard L. Immerman

/s/ Robert W. Pawlak      Chief Financial Officer (Principal Financial and   February 1, 2005
--------------------      Accounting Officer)
 Robert W. Pawlak
</TABLE>