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                      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, 2002
                          --------------------------------------------

[ ]   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) 875-5592

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. $16,675,375.

     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 January 31, 2003. $3,031,760.

     As of January 31, 2003, the Issuer had 2,562,115 shares of Common
Stock, $.001 par value, outstanding.

Documents incorporated by reference: None


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TABLE OF CONTENTS                                                PAGE

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                                12

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

Item 7.       Financial Statements                                17

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

PART III

Item 9.       Directors and Executive Officers of the
              Registrant                                          18

Item 10.      Executive Compensation                              20

Item 11.      Security Ownership of Certain Beneficial Owners
              and Management                                      22

Item 12.      Certain Relationships and Related Transactions      23

Item 13.      Exhibits, List and Reports on Form 8-K              24

Item 14.      Controls and Procedures                             25

Index to Financial Statements                                     F-1

Certifications and Signatures


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FORWARD LOOKING STATEMENT

    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 statement. 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 polyesters, polyurethanes,
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, AquataPoxy and AquataFlex 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, AquataPoxy and
AquataFlex 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, 2002 and 2001, the Company had net
sales of $16,675,375 and $16,391,583, respectively, of which $12,220,102 and
$12,264,031, respectively, were for


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equipment systems and replacement parts and $4,455,273 and $4,127,552,
respectively, were for coating and grout products.

     The Company, which was organized in 1994, conducts business through its
subsidiaries, Glas-Craft, 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.

(b)   Narrative Description of Business

PRODUCTS

Glas-Craft, 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 epoxy coatings, and polyurethane
foam. Net sales of dispense equipment systems amounted to $5,978,745 and
$5,667,825 for the fiscal years ended November 30, 2002 and 2001, respectively,
representing 35.9% and 34.6%, 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 6,800 items to enable it to efficiently fill orders and service
repairs. Net sales of replacement and spare parts and supplies amounted to
$6,037,766 and $5,719,700, representing 36.2% and 34.9% of net sales for the
fiscal years ended November 30, 2002 and 2001, 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's dispense equipment
systems are designed to improve containment which reduces spray emissions and
increases transfer efficiency. Improved containment limits emissions of
environmentally and


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occupationally hazardous chemicals. Greater transfer efficiency results in
less waste of product. Additionally, GCI has developed products with
non-atomized dispensing capabilities that further reduce VOC's. These products
include an internal mix gun and spray nozzle.

 Polyurea and epoxy coatings dispense equipment systems. The Company designs
and manufactures equipment systems for dispensing polyurea and epoxy coatings. A
portion of these sales go to Original Equipment Manufacturers (OEM). Polyurea
and epoxy 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 dispense equipment systems. The Company also designs and
manufactures equipment systems for dispensing polyurethane coatings.
Polyurethane is used for insulation, packaging, flotation devices and many other
uses. These materials are used for insulation and protective coatings and for
the manufacture of formed plastic products such as automobile and aircraft
components and marine products.

Raven Lining Systems

     Raven produces high performance protective coatings under the Raven,
AquataPoxy and AquataFlex 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. Additionally, Raven fulfills specifying engineers' requests
for application of Raven products by the Company's professional Certified
Applicators. Net sales of Raven, AquataPoxy and AquataFlex products amounted to
$4,455,273 and $4,127,552, representing 26.7% and 25.2% of net sales for the
fiscal years ended November 30, 2002 and 2001, 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 $203,591 and $876,506,
representing 1.2% and 5.3% of net sales for the fiscal years ended November 30,
2002 and 2001, respectively.

 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


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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 solventless, 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 with higher performance
characteristics compared with competitive products, including 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 therefore
being 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 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.


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     AquataFlex products. The AquataFlex line of coatings and grouts are
flexible epoxies that excel in environments where expansion and contraction
occur.

     AquataFlex coatings and grouts are solventless, nontoxic, 100% solids
epoxy products, emitting no VOC's. These products offer safe working
environments while complying with the existing EPA and Clean Air Act
regulations.

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 small portion of GCI's sales are made directly to large end-users
and OEM accounts by factory salesmen.

     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 each of the fiscal
years ended November 30, 2002 and 2001, GCI's ten largest distributors accounted
for 32% of equipment system and replacement parts sales. Of the foregoing, three
of the distributors in fiscal 2002 and five distributors in fiscal 2001 were
internationally based. GCI provides training to the distributors and customers
in the use of its equipment systems and products.

     Raven markets its products, application and spray technology through
domestic and international independent distributors, manufacture representatives
and Certified Applicators. Raven presently has thirty-eight domestic Certified
Applicators and two international Certified Applicators. For the fiscal years
ended November 30, 2002 and 2001 Raven's ten largest Certified Applicators
accounted for 64% and 61%, respectively, of coating and grout product sales.

  Brochures, Advertising and Trade Shows

     The Company supports its marketing with internally prepared 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


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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 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 the Binks division of Illinois Tool Works, 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


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ability to complete development and effectively market its state-of-the-art
equipment and coating products.

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. 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,
2002 and 2001 were $1,031,423 and $1,132,521, respectively, or 6.2% and 6.9%,
respectively of net sales. The Company expects this level of research,
development and engineering expense to continue or slightly increase in the
future.

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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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, none which exceed seventeen years.

     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), AquataFlex(R),
Glas-Craft(R) and Raven(R) and promotes these and the "AquataPoxy" 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 January 15, 2003, the Company employed 75 full time and 4 part
time persons, 23 of whom are in sales, 12 are in engineering, research and
development, 2 are in service, 3 are in quality control, 26 are in manufacturing
and 13 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 2004. The Company does not foresee a material impact on
operations in either renewing this lease or obtaining an equivalent lease at a
nearby facility. Raven leases approximately 14,400 square feet of combined
office and manufacturing space in Tulsa, Oklahoma through June 2005. The Company
believes its facilities are adequate to meet its current and prospective needs.


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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 operating under section 501(c)(3) of the United States
Internal Revenue Code. In connection with the contribution agreement, MLI
indemnified the Company and agreed 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
has raised questions regarding the status of the contributed land and advised
the Company that additional clean-up efforts are necessary. Management has
advised MLI of the Missouri Attorney General's concerns. MLI has advised both
the Company and the Missouri Attorney General that, in its opinion, no further
clean-up efforts are necessary. Management intends to seek indemnification from
MLI under the contribution agreement for any further clean-up and legal costs.
Further, the Company had purchased a supplemental environmental insurance policy
with respect to the site and has filed a claim with the carrier. Although the
insurance carrier has issued a preliminary indication that the claim is outside
the scope of coverage of the policy, as more facts become available, the Company
may resubmit the claim or otherwise appeal this preliminary decision.

     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, 2002.


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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, 2002, 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.

COMMON STOCK                                  Bid Price
                                              ---------
                                          High           Low
                                          ----           ---
      Year Ended November 30, 2001
      ----------------------------
      First Quarter                       $3.00         $2.25
      Second Quarter                       2.94          1.78
      Third Quarter                        2.80          2.17
      Fourth Quarter                       3.74          2.35

      Year Ended November 30, 2002
      ----------------------------
      First Quarter                       $5.07         $3.31
      Second Quarter                       5.00          4.12
      Third Quarter                        4.73          4.25
      Fourth Quarter                       4.40          3.01


   Substantially all of the holders of common stock maintain ownership of
their shares in "street name" accounts and are not, individually, shareholders
of record. As of January 27, 2003, there were 36 holders of record of common
stock. However, the Company believes there are in excess of 500 beneficial
owners of common stock.

     The Company has not paid any cash dividends on its Common Stock to date
and does not anticipate paying any in the foreseeable future. The Board of
Directors intends to retain earnings, if any, to support the growth of the
Company's business.


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

RESULTS OF OPERATIONS

     Fiscal Year Ended November 30, 2002 as compared to Fiscal Year Ended
November 30, 2001

     Net sales for the fiscal year ended November 30, 2002, were $16,675,375
representing an increase of $283,792 or 1.7%, from fiscal 2001 net sales of
$16,391,583. Net income was $1,248,585, an $181,607 or 17.0% increase over last
year.

     Net sales of dispense equipment and spare parts at GCI increased
$628,986 or 5.5% to $12,016,511 in fiscal 2002. This increase was primarily
attributable to increased sales of coatings and polyurethane dispense equipment
and spare parts and, to a lesser extent, increased sales of fiberglass dispense
equipment and spare parts, which was partially offset by decreased sales to OEM
accounts. Domestic dispense equipment and spare parts net sales increased 7.9%,
while international dispense equipment and spare parts net sales increased 2.8%.
The increase in international sales was primarily attributable to increased
sales in Canada and Asia/Pacific Rim, partially offset by decreased sales in
Europe/Middle East and South America.

     Specialty grout and epoxy net sales at Raven increased $327,721 or 7.9%
to $4,455,273 in fiscal 2002. In addition, Raven had ancillary equipment sales
of $203,591 in fiscal 2002 compared to $876,506 in fiscal 2001. This decrease in
equipment sales is attributable to acquiring fewer new Certified Applicators in
fiscal 2002. Typically, Raven does not sell equipment unless new Certified
Applicators are added or existing applicators decide to increase their capacity
by buying additional equipment. Raven is continuing to seek new Certified
Applicators. The addition of Certified Applicators results in an increase of
specialty grout and epoxy sales; however, it does not necessarily result in an
increase in equipment sales.

     The Company's gross margin increased to $8,138,733, or 48.8% of net
sales, in fiscal 2002 from $7,405,291, or 45.2% of net sales, in fiscal 2001.
The increase in dollars and margin percentages were due to management's emphasis
on increased profit margins on all products through aggressive cost controls
and, to the sale of higher margin products.

     Research, development and engineering expenses were $1,031,423 and
$1,132,521 for the fiscal years ended November 30,


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2002 and 2001, respectively. This decrease of $101,098, or 8.9% was primarily
attributable to decreased personnel costs at GCI.

     Selling, general and administrative expenses were $5,239,319 and
$4,644,335 for the fiscal years ended November 30, 2002 and 2001, respectively.
This increase of $594,984, or 12.8% was primarily attributable to increased
personnel costs and legal costs associated with the patent litigation settled
earlier in the year.

     Other income, net of other expenses for the fiscal year ended November
30, 2002, increased $27,985 to $65,830. This increase was primarily a result of
a decrease in interest expense and an increase in finance charge income derived
from the collection of trade receivables.

     The effective tax rate for the year ended November 30, 2002 and 2001
was 35.4% and 36.0%, respectively.

LIQUIDITY AND CAPITAL RESOURCES

     On April 29, 2002, the Company renewed its revolving line of credit
agreement with a bank. This $3,500,000 unsecured credit facility accrues
interest at the bank's prime lending rate. The credit facility expires on May 1,
2003. The Company does not foresee any problems renewing this facility or
obtaining an equivalent facility from another lender, if necessary. Among other
restrictions, the credit facility requires that the Company meet certain
covenants including financial ratios. As of November 30, 2002, the Company was
in compliance with all covenants and did not have a balance outstanding under
this facility.

     In September 2001, the Company announced a 250,000 share repurchase
program, which term has been extended until November 30, 2003. As of January 31,
2003, the Company has repurchased 57,617 shares of its common stock for
$201,906.

     As of November 30, 2002, the Company's working capital increased to
$7,239,352 from $5,972,721 at November 30, 2001 and includes cash and cash
equivalents of $1,816,238. The increase in working capital was primarily due to
cash generated from operations.

     The Company does not have any other significant commitments or
guarantees except for rental commitments, which are disclosed in Note 11 to the
Consolidated Financial Statements.


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     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. 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 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.

     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.


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NEW ACCOUNTING STANDARDS

     The FASB issued two new statements of financial accounting standards in
July 2001: SFAS No. 141, "Business Combinations" (SFAS 141), and SFAS No. 142,
"Goodwill and Other Intangible Assets" (SFAS 142). These interrelated standards
change the accounting for business combinations and goodwill in two significant
ways. SFAS 141 requires that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001. SFAS 142 changes the
accounting for goodwill from an amortization approach to an impairment-only
approach.

     The adoption of SFAS 141 did not impact operations. Effective December
1, 2001, the Company adopted SFAS 142 and no longer amortized goodwill, which
approximated $76,000 per year. Effective December 1, 2001 and September 1, 2002,
the Company conducted its transitional and annual impairment test, respectively,
as required by SFAS 142. These tests did not result in any impairment of
goodwill.

     In July 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations" (SFAS 143). SFAS 143 requires entities to record the
fair value of a liability for an asset retirement obligation in the period in
which it is incurred. SFAS 143 is effective for fiscal years beginning after
June 15, 2002, with earlier application encouraged. The Company is currently
assessing the impact of adopting this standard and has not yet determined the
effect of adoption on its financial position or results of operations.

     In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". SFAS No. 144 addresses financial
accounting and reporting for the impairment or disposal of long-lived assets and
superseded SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of" and certain aspects of APB No. 30,
"Reporting the Results of Operations--Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions". SFAS No. 144 is effective in fiscal years beginning
after December 15, 2001, with early adoption permitted. The adoption of SFAS No.
144 on December 1, 2002 did not have a material impact on the Company's results
of operations or financial position.

     In April 2002, the FASB issued Statement of Financial Accounting
Standards No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment
of FASB Statement No. 13 and Technical Corrections  (SFAS No. 145). Upon the
adoption of SFAS No. 145, all gains and losses on the extinguishment of debt
for periods


                                       16
<PAGE>

presented in the financial statements will be classified as extraordinary items
only if they meet the criteria in APB Opinion No. 30, Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions (APB
No. 30). The adoption of SFAS No. 145 on December 1, 2002 did not have a
material impact on the Company's results of operations or financial position.


     In June 2002, the FASB issued Statement of Financial Accounting
Standards No. 146, Accounting for Costs Associated with Exit or Disposal
Activities (SFAS No.146). SFAS No. 146 nullifies Emerging Issues Task Force
(EITF) Issue No, 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred
in a Restructuring)." SFAS No. 146 generally requires companies to recognize
costs associated with exit activities when they are incurred rather than at the
date of a commitment to an exit or disposal plan and is to be applied
prospectively to exit or disposal activities initiated after December 31, 2002.
The Company does not expect the adoption of SFAS No. 146 to have a material
impact on the Company's results of operations or financial position.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation, Transition and Disclosure." SFAS No. 148 provides
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. SFAS No. 148 also
requires that disclosures of the pro forma effect of using the fair value method
of accounting for stock-based employee compensation be displayed more
prominently and in a tabular format. Additionally, SFAS No. 148 requires
disclosure of the pro forma effect in interim financial statements. The
transition and annual disclosure requirements of SFAS No. 148 are effective for
the Company's fiscal year 2003. The interim disclosure requirements are
effective for the first quarter of the Company's fiscal year 2003. The Company
does not expect the adoption of SFAS No. 148 to have a material impact on the
Company's results of operations or financial position.

ITEM 7. FINANCIAL STATEMENTS

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


                                       17
<PAGE>

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

     On June 12, 2002 Cohesant Technologies, Inc. (the "Company") dismissed
Arthur Andersen as its independent auditors. Simultaneously with the dismissal
of Arthur Andersen, the Company engaged Ernst & Young to act as its independent
auditors as successor to Arthur Andersen. During the two most recent fiscal
years and subsequent interim period, the Company has not consulted with Ernst &
Young regarding (i) either the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's financial statements, or (ii)
any matter that was either the subject of disagreement on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedures or a reportable event (as defined in Item 304 (a)(1)(v) of
Regulation S-K).

     The Audit Committee of the Company's Board of Directors recommended the
dismissal of Arthur Andersen and, simultaneously, the appointment of Ernst &
Young as the Company's independent auditors. The Company's Board of Directors
adopted the Audit Committee's recommendations.

                  PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     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 69                                   1994

Morris H. Wheeler      President and Chief Executive Officer; age 42      1996

Richard A. Mordarski   President of Glas-Craft, Inc; age 59                N/A

J. Stewart Nance       President of Raven Lining Systems Inc.; age 47      N/A

Robert W. Pawlak       Chief Financial Officer and Secretary; age 34       N/A

</TABLE>

                                       18
<PAGE>

<TABLE>
<S>                   <C>                                                         <C>

Michael L. Boeckman   Chief Financial Officer and Administrative Partner of
                      Cohen & Co.; age 56                                         1994

Morton A. Cohen       Chairman and Chief Executive Officer of Clarion Corp.;
                      age 67                                                      1994

Richard L. Immerman   President of BleachTech LLC and Co-Owner of Functional
                      Products Inc.; age 52                                       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 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. 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.

     RICHARD A. MORDARSKI has been an executive officer of the Company  since
June 1998 and has been President of GCI since May 1996. Prior thereto, Mr.
Mordarski served for 15 years as Director of  Marketing of GCI.

     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


                                       19
<PAGE>

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 Cleveland 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. He is also a director of Zemex Corporation,
an industrial minerals company. 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 startup company intending to
manufacture sodium hypochlorite. Mr. Immerman is a co-owner of Functional
Products Inc., a specialty chemical company, and a partner of Chemical Ventures
(manufacturer of magnesium chloride) positions he has held for over five years.


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, 2002, 2001, 2000
for each individual who served as Chief Executive Officer for any portion of
fiscal 2002 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.


                                       20
<PAGE>

              SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                      LONG TERM
                                                                     COMPENSATION
                                 ANNUAL COMPENSATION                    AWARDS
                         ----------------------------------------       ------
                                                                       SECURITIES
         NAME AND         FISCAL                     OTHER ANNUAL      UNDERLYING   ALL OTHER
    PRINCIPAL POSITION     YEAR   SALARY     BONUS   COMPENSATION       OPTIONS   COMPENSATION
    ------------------     ----   ------     -----       (1)            (SHARES)       (2)
                                                         ---            --------       ---
<S>                        <C>    <C>        <C>         <C>          <C>            <C>

Dwight D. Goodman          2002   $ 37,917   $     0     $ 0               0          $3,695
 Chief Executive           2001    125,000    36,000       0           7,500           5,254
 Officer through           2000    125,000    36,000       0               0           4,849
 December 2001

Morris H. Wheeler          2002    100,000    35,000       0               0           1,918
 President and Chief       2001          0         0       0          50,000               0
 Executive Officer         2000          0         0       0               0               0

Richard A. Mordarski       2002    112,098    34,500       0               0           4,502
 President -               2001    108,833    22,707       0          10,000           4,452
 Glas-Craft, Inc.          2000    103,650    32,000       0               0           4,139

J. Stewart Nance           2002    101,500    78,500       0               0           7,023
 President-Raven Lining    2001     93,450    96,500       0          13,000           5,243
 Systems, Inc.             2000     89,000    58,023       0               0           3,274

</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)   Corporate contributions to the Company's 401(k) Plan.

OPTION GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS)

     The Company made no grants of stock options during fiscal 2002.
f
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, 2002      November 30, 2002
                                              ----------------------------    -----------------------
                         SHARES
                       ACQUIRED ON   VALUE
      NAME               EXERCISE   REALIZED  EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
      ----             -----------  --------  -----------   -------------   -----------   -------------
<S>                      <C>        <C>        <C>         <C>               <C>            <C>

Dwight D. Goodman        22,500     $42,581      3,750       3,750           $     0       $ 0
Morris H. Wheeler         5,000      10,450     25,000      25,000                 0         0
Richard A. Mordarski     13,000      24,603      2,500       7,500                 0         0
J. Stewart Nance              0           0     13,250       9,750            15,375         0
</TABLE>


                                       21
<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT

     The following table sets forth, as of January 20, 2003, 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:

                                                           PERCENTAGE OF
       NAME AND ADDRESS          AMOUNT AND NATURE OF       OUTSTANDING
      OF BENEFICIAL OWNER        BENEFICIAL OWNERSHIP      SHARES OWNED
      -------------------        --------------------      ------------
Morton A. Cohen
1801 East 9th Street
Cleveland, Ohio 44114               1,377,405(1)(2)           53.7%

Clarion Capital Corporation
1801 East 9th Street
Cleveland, Ohio 44114               1,175,980                 45.9%

Michael L. Boeckman                    16,983(2)               *

Dwight D. Goodman                      74,405(2)               2.9%

Richard L. Immerman                    49,500(2)               1.9%

Morris H. Wheeler                      71,500(2)               2.8%

Richard A. Mordarski                   56,793(3)               2.2%

J. Stewart Nance                      103,894(4)(5)            4.0%

All directors and executive
officers as a group (8 persons)     1,784,373(4)(6)           67.9%

* 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.


                                       22
<PAGE>

(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. Immerman 12,500 shares, Mr. Goodman 3,750 shares,
      Mr. Wheeler 25,000 shares.
(3)   Includes 2,500 shares issuable upon exercise of options exercisable within
      60 days of the date hereof. Includes 5,293 shares owned in the Company
      sponsored 401k Plan as of January 20, 2003.
(4)   Includes 825 shares owned by children of Mr. Nance.
(5)   Includes 13,250 shares issuable upon exercise of options exercisable
      within 60 days of the date hereof. Includes 36,546 shares owned in the
      Company sponsored 401k Plan as of January 20, 2003.
(6)   Includes 69,000 shares issuable upon exercise of options exercisable
      within 60 days of the date hereof. Includes 45,214 shares owned in the
      Company sponsored 401k Plan as of January 20, 2003.


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, 2003. Under the terms of
the Agreement, Mr. Wheeler receives a salary of $143,000, adjusted annually for
inflation. Additionally, the Company paid a fee of $50,000 in Fiscal 2002 to an
entity controlled by Mr. Wheeler for the provision of office space for Mr.
Wheeler 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
2002.


                                       23
<PAGE>


ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

(a)   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 29,
                  2002, 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.
        ****10.2  Lease Agreement between Glas-Craft, Inc. and ProLogis North
                  Carolina Limited
                  Partnership.
       *****10.3  Amendment to Lease Agreement between Glas-Craft, 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.
              21  Subsidiaries of the Registrant.
              23  Consent of Independent Public Accountants

    * 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, 1999.

    # 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 Exhibit 4.2 included in the
      Company's Quarterly report on Form 10-QSB for the quarter ended May 31,
      2002.


                                       24
<PAGE>

   (b) Reports on Form 8-K. - There were no reports on Form 8-K filed by
       the Registrant with respect to the fourth quarter of its fiscal
       year ended November 30, 2002.

ITEM 14. 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.



                                       25
<PAGE>

                           COHESANT TECHNOLOGIES INC.

                          INDEX TO FINANCIAL STATEMENTS

                                                                        Page

Report of Independent Auditors                                          F-2
Report of Independent Public Accountants                                F-3
Consolidated Balance Sheets as of November 30, 2002 and
         2001                                                           F-4
Consolidated Statements of Operations for the Years Ended,
         November 30, 2002 and 2001                                     F-6
Consolidated Statements of Shareholders' Equity
         for the Years Ended November 30, 2002 and 2001                 F-7
Consolidated Statements of Cash Flows for the Years Ended
         November 30, 2002 and 2001                                     F-8
Notes to Consolidated Financial Statements                              F-9


                                      F-1








<PAGE>


                         Report of Independent Auditors

The Board of Directors
Cohesant Technologies Inc.

We have audited the accompanying consolidated balance sheet of Cohesant
Technologies Inc. and subsidiaries as of November 30, 2002, and the related
consolidated statement of operation, shareholders' equity, and cash flows for
the year then ended. 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 audit. The financial statements of Cohesant
Technologies Inc. as of November 30, 2001, were audited by other auditors who
have ceased operations and whose report dated December 17, 2001 (except with
respect to the matter discussed in Note 13 in the prior year financial
statements, as to which the date is February 22, 2002), expressed an unqualified
opinion on those statements.

We conducted our audit in accordance with auditing standards generally accepted
in the 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 examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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. and subsidiaries at November 30, 2002, and the consolidated
results of their operations and their cash flows for the year then ended, in
conformity with accounting principles generally accepted in the United States.



                                                        ERNST & YOUNG LLP

Indianapolis, Indiana
December 18, 2002



                                      F-2


<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders of
Cohesant Technologies Inc.:

We have audited the accompanying consolidated balance sheets of COHESANT
TECHNOLOGIES INC. (a Delaware corporation) and subsidiaries as of November 30,
2001 and 2000, and the related consolidated statements of operations,
shareholders' equity and cash flows for the years then ended. 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 auditing standards generally accepted
in the 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 examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as 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 financial position of Cohesant Technologies Inc. and
subsidiaries as of November 30, 2001 and 2000, and the results of their
operations and their cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States.

                                                      ARTHUR ANDERSEN LLP



Indianapolis, Indiana,
December 17, 2001 (except with respect to
the matter discussed in Note 13, as to
which the date is February 22, 2002).


                                      F-3


<PAGE>


                           COHESANT TECHNOLOGIES INC.

                           CONSOLIDATED BALANCE SHEETS

                        AS OF NOVEMBER 30, 2002 AND 2001

                                     ASSETS
<TABLE>
<CAPTION>

                                                                                         2002                     2001
                                                                                   ------------------       ------------------
<S>                                                                                     <C>                      <C>
ASSETS:

  Cash and cash equivalents                                                             $  1,816,238                $1,119,311
  Accounts receivable, net of allowance for doubtful accounts of $350,000 and
       $256,779, respectively                                                              3,358,039                 3,143,152
  Inventory                                                                                3,246,811                 3,220,755
  Prepaid expenses and other                                                                 619,043                   238,683
  Deferred tax assets                                                                        265,000                   251,100
                                                                                         -----------                ----------
          Total current assets                                                             9,305,131                 7,973,001

  Property, plant and equipment, net                                                         508,252                   495,156
  Patents and other intangibles, net of accumulated amortization of  $115,363
          and  $105,652, respectively                                                        114,433                   119,177
  Goodwill                                                                                   840,254                   840,254
  Other noncurrent assets                                                                      1,815                     1,558
                                                                                         -----------                ----------
          Total assets                                                                   $10,769,885                $9,429,146
                                                                                         ===========                ==========
</TABLE>




























                The accompanying notes are an integral part of
                      these consolidated balance sheets.


                                      F-4

<PAGE>

                           COHESANT TECHNOLOGIES INC.

                           CONSOLIDATED BALANCE SHEETS

                        AS OF NOVEMBER 30, 2002 AND 2001

                      LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>


                                                                                         2002                     2001
                                                                                   ------------------       ------------------
<S>                                                                                     <C>                       <C>

LIABILITIES:

  Accounts payable                                                                       $ 1,071,902                $  832,392
  Accrued salaries, benefits and commissions                                                 524,509                   492,841
  Accrued taxes                                                                              242,725                   380,900
  Other current liabilities                                                                  226,643                   294,147
                                                                                         -----------                ----------
          Total current liabilities                                                        2,065,779                 2,000,280

COMMITMENTS AND CONTINGENCIES (Notes 11 and 12)

SHAREHOLDERS' EQUITY:

  Common stock ($.001 par value; 10,000,000 shares authorized and
          2,614,465 and 2,529,982 shares issued, respectively)                                 2,615                     2,530
  Additional paid-in capital                                                               6,192,140                 5,971,480
  Retained earnings                                                                        2,703,441                 1,454,856
  Treasury stock at cost, (55,600  shares at 11/30/02)                                      (194,090)                        -
                                                                                         -----------                ----------
          Total shareholders' equity                                                       8,704,106                 7,428,866
                                                                                         -----------                ----------
          Total liabilities and
            shareholders' equity                                                         $10,769,885                $9,429,146
                                                                                         ===========                ==========
</TABLE>














                The accompanying notes are an integral part of
                      these consolidated balance sheets.


                                      F-5


<PAGE>

                           COHESANT TECHNOLOGIES INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                 FOR THE YEARS ENDED NOVEMBER 30, 2002 AND 2001

<TABLE>
<CAPTION>

                                                                                2002                           2001
                                                                       ------------------------      -----------------------
<S>                                                                       <C>                           <C>

NET SALES                                                                  $    16,675,375               $    16,391,583
COST OF SALES                                                                    8,536,642                     8,986,292
                                                                       ------------------------      -----------------------
          Gross profit                                                           8,138,733                     7,405,291

RESEARCH, DEVELOPMENT AND ENGINEERING EXPENSES                                   1,031,423                     1,132,521
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                                     5,239,319                     4,644,335
                                                                       ------------------------      -----------------------
TOTAL OPERATING EXPENSES                                                         6,270,742                     5,776,856

                                                                       ------------------------      -----------------------
          Income from operations                                                 1,867,991                     1,628,435

OTHER INCOME (EXPENSE):

  Interest expense                                                                       -                       (17,844)
  Interest income                                                                    3,798                         2,331
  Other income, net                                                                 62,032                        53,358
                                                                       ------------------------      -----------------------

INCOME BEFORE TAXES                                                              1,933,821                     1,666,280

INCOME TAX PROVISION                                                              (685,236)                     (599,302)
                                                                       ------------------------      -----------------------

NET INCOME                                                                    $  1,248,585                  $  1,066,978
                                                                       ========================      =======================

EARNINGS PER SHARE BASIC                                                  $          0.49               $          0.44
                                                                       ========================      =======================

EARNINGS PER SHARE DILUTED                                                $          0.48               $          0.44
                                                                       ========================      =======================

AVERAGE SHARES OF COMMON STOCK OUTSTANDING

  BASIC                                                                          2,549,291                     2,404,368
                                                                       ========================      =======================
  DILUTED                                                                        2,613,554                     2,442,339
                                                                       ========================      =======================


</TABLE>





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


                                      F-6

<PAGE>

                           COHESANT TECHNOLOGIES INC.

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                 FOR THE YEARS ENDED NOVEMBER 30, 2002 AND 2001

<TABLE>
<CAPTION>

                                                              Additional                                               Total
                                             Common            Paid-in           Retained          Treasury        Shareholders'
                                             Stock             Capital           Earnings           Stock             Equity
                                         ---------------    ---------------    --------------    -------------   ----------------
<S>                                         <C>               <C>                 <C>             <C>               <C>

BALANCE, November 30, 2000                  $ 2,688           $6,451,008           $387,878       ($607,200)        $6,234,374

Exercise of stock options and related
tax benefits, 81,375 shares                      78              121,170                  -           6,266            127,514

Retirement treasury stock, 336,235
shares                                         (336)            (600,598)                 -         600,934                  -

Sale of restricted stock, 99,999 shares         100              255,897                  -               -            255,997

Issuance of notes for restricted stock            -             (255,997)                 -               -           (255,997)

Net income                                        -                   -           1,066,978               -          1,066,978
                                             ------           ----------          ---------       ---------         ----------
BALANCE, November 30, 2001                    2,530            5,971,480          1,454,856               -          7,428,866


Exercise of stock options and related
tax benefits, 86,500 shares                      87              204,474                  -               -            204,561

Purchase 57,617 shares of common
stock                                             -                    -                  -        (201,906)          (201,906)

Retirement treasury stock, 2,017 shares          (2)              (7,814)                 -           7,816                  -

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

Net income                                        -                    -          1,248,585               -          1,248,585
                                             ------           ----------          ---------       ---------         ----------
BALANCE, November 30, 2001                   $2,615            6,192,140          2,703,441        (194,090)         8,704,106
                                             ======           ==========          =========       =========         ==========

</TABLE>
















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

                                      F-7


<PAGE>

                           COHESANT TECHNOLOGIES INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED NOVEMBER 30, 2002 AND 2001

<TABLE>
<CAPTION>

                                                                                  2002                        2001
                                                                         -----------------------     -----------------------
<S>                                                                        <C>                         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net income                                                                $  1,248,585                $  1,066,978
  Adjustments to reconcile net income
    to net cash provided by operating activities -
      Depreciation and amortization                                              229,821                     321,043
      Non-cash compensation                                                       24,000                           -
      Loss on asset disposal                                                           -                      17,222
      Deferred tax benefit                                                       (13,900)                    (77,800)
      Provision for doubtful accounts                                            115,441                      71,314
      Net change in assets and liabilities-
          Accounts receivable                                                   (330,328)                     (5,712)
          Inventories                                                            (90,924)                    399,955
          Prepaid expenses and other                                            (380,360)                   (105,076)
          Accounts payable                                                       239,510                     (67,496)
          Other current liabilities                                             (174,011)                   (401,821)
          Decrease (increase) in other noncurrent assets                            (256)                      4,588
                                                                         -----------------------     -----------------------
          Net cash provided by operating activities                              867,578                   1,223,195

CASH FLOWS USED IN INVESTING ACTIVITIES:

  Patent additions                                                                (5,534)                    (18,949)
  Property and equipment additions                                              (167,772)                    (94,502)
                                                                         -----------------------     -----------------------
          Net cash used in investing activities                                 (173,306)                   (113,451)
                                                                         -----------------------     -----------------------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:

  Payments under revolving line of credit                                              -                    (179,000)
  Purchase of common stock                                                      (201,906)                          -
  Proceeds from exercise of stock options                                        204,561                     127,514
                                                                         -----------------------     -----------------------
          Net cash provided by (used in) financing activities                      2,655                     (51,486)
                                                                         -----------------------     -----------------------

NET INCREASE IN CASH                                                             696,927                   1,058,258
CASH AND CASH EQUIVALENTS, beginning of period                                 1,119,311                      61,053
                                                                         -----------------------     -----------------------
CASH AND CASH EQUIVALNETS, end of period                                    $  1,816,238                $  1,119,311
                                                                         =======================     =======================
SUPPLEMENTAL DISCLOSURES:
  Cash paid during the year for-
    Interest                                                                $          -                $     17,844
                                                                         =======================     =======================
    Income taxes                                                            $    771,000                $    897,000
                                                                         =======================     =======================

</TABLE>






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

                                      F-8


<PAGE>

                           COHESANT TECHNOLOGIES INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           NOVEMBER 30, 2001 AND 2000

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, Glas-Craft 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, and GCI's 67% owned
subsidiary RTM Systems. 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. 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 were included in the calculation as their effect was
dilutive.

     d.  Statements of Cash Flows

Certain noncash investing activities are described below:


                                      F-9


<PAGE>

During 2002 and 2001, the Company transferred $64,868 and $46,808 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.  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, 2002 and 2001 was $3,246,811 and $3,220,755, 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.

     g.  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:

           Leasehold improvements                                    3-5 years
           Machinery and equipment                                  3-10 years
           Displays, demos and lab equipment                         3-5 years

Property, plant and equipment consist of the following:

                                                     2002              2001
                                                ------------      --------------
           Leasehold improvements                $  143,754        $  137,636
           Machinery and equipment                1,216,370         1,251,243
           Displays, demos and lab equipment        418,169           354,716
                                                ------------      --------------
                                                  1,778,293         1,743,595
           Less accumulated deprecation          (1,270,041)       (1,248,439)
                                                ------------      --------------
                                                  $ 508,252         $ 495,156
                                                ============      ==============



     h.  Intangible Assets

The goodwill is the initial purchase price in excess of the fair value of
identifiable net assets of Raven and the contingent purchase price payments
earned through the year ended November 30, 2000. Effective December 1, 2001 the
Company elected to adopt SFAS 142, and ceased amortizing goodwill (See note
2.n).

                                      F-10


<PAGE>

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).

    i.  Research and Development

The costs associated with research and development programs for new products and
significant improvements, which totaled $1,031,423 and $1,132,521 in 2002 and
2001, respectively, are expensed as incurred.

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

    k.  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 $122,757 and
$126,673 in fiscal 2002 and 2001, respectively. The Company recovers a portion
of its shipping and handling costs from its customers and nets this recovery
against the aforementioned expenses.

    l.  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. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of".
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.

   m.  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

                                      F-11


<PAGE>

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.

  n.    New Accounting Standards

The FASB issued two new statements of financial accounting standards in July
2001: SFAS No. 141, "Business Combinations" (SFAS 141), and SFAS No. 142,
"Goodwill and Other Intangible Assets" (SFAS 142). These interrelated standards
change the accounting for business combinations and goodwill in two significant
ways. SFAS 141 requires that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001. SFAS 142 changes the
accounting for goodwill from an amortization approach to an impairment-only
approach.

The adoption of SFAS 141 did not impact operations. Effective December 1, 2001,
the Company adopted SFAS 142 and no longer amortized goodwill, which
approximated $76,000 per year. Effective December 1, 2001 and September 1, 2002,
the Company conducted its transitional and annual impairment test, respectively,
as required by SFAS 142. These tests did not result in any impairment of
goodwill.

In July 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations" (SFAS 143). SFAS 143 requires entities to record the fair value of
a liability for an asset retirement obligation in the period in which it is
incurred. SFAS 143 is effective for fiscal years beginning after June 15, 2002,
with earlier application encouraged. The Company is currently assessing the
impact of adopting this standard and has not yet determined the effect of
adoption on its financial position or results of operations.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". SFAS No. 144 addresses financial accounting and
reporting for the impairment or disposal of long-lived assets and superseded
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" and certain aspects of APB No. 30,
"Reporting the Results of Operations--Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions". SFAS No. 144 is effective in fiscal years beginning
after December 15, 2001, with early adoption permitted. The adoption of SFAS No.
144 on December 1, 2002 did not have a material impact on the Company's results
of operations or financial position.

In April 2002, the FASB issued Statement of Financial Accounting Standards No.
145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement
No. 13 and Technical Corrections (SFAS No. 145). Upon the adoption of SFAS No.
145, all gains and losses on the extinguishment of debt for periods presented in
the financial statements will be classified as extraordinary items only if they
meet the criteria in APB Opinion No. 30, Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions (APB No. 30).

                                      F-12


<PAGE>

The adoption of SFAS No. 145 on December 1, 2002 did not have a material impact
on the Company's results of operations or financial position.

In June 2002, the FASB issued Statement of Financial Accounting Standards No.
146, Accounting for Costs Associated with Exit or Disposal Activities (SFAS
No.146). SFAS No. 146 nullifies Emerging Issues Task Force (EITF) Issue No,
94-3, "Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." SFAS No. 146 generally requires companies to recognize costs
associated with exit activities when they are incurred rather than at the date
of a commitment to an exit or disposal plan and is to be applied prospectively
to exit or disposal activities initiated after December 31, 2002. The Company
does not expect the adoption of SFAS No. 146 to have a material impact on the
Company's results of operations or financial position.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation, Transition and Disclosure." SFAS No. 148 provides alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. SFAS No. 148 also requires
that disclosures of the pro forma effect of using the fair value method of
accounting for stock-based employee compensation be displayed more prominently
and in a tabular format. Additionally, SFAS No. 148 requires disclosure of the
pro forma effect in interim financial statements. The transition and annual
disclosure requirements of SFAS No. 148 are effective for the Company's fiscal
year 2003. The interim disclosure requirements are effective for the first
quarter of the Company's fiscal year 2003. The Company does not expect the
adoption of SFAS No. 148 to have a material impact on the Company's results of
operations or financial position.

3. 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 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 416,000
shares of common stock for issuance upon exercise of stock options. There were
36,500 and 33,500 options available for grant at November 30, 2002 and 2001,
respectively.

No options were granted in Fiscal 2002. However, 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.
Further, the Company increased the reserve for stock options to 600,000 shares
of common stock, 184,000 of which are subject to shareholder's approval at the
2003 Annual Shareholder Meeting.

Stock option activity under the Option Plan is as follows:


                                      F-13

<PAGE>


<TABLE>
<CAPTION>

                                                                     NUMBER OF            WEIGHTED-AVERAGE
Options                                                                SHARES              EXERCISE PRICE
-------                                                                ------              --------------
<S>                                                                  <C>                        <C>
November 30, 2000                                                     204,125                    $1.54
                  Exercised                                           (76,875)                   $1.25
                  Exercised                                            (4,500)                   $1.56
                  Granted                                             168,000                    $3.20
                  Canceled                                             (1,500)                   $1.56
                                                                     ----------

November 30, 2001                                                     289,250                    $2.58

                  Exercised                                           (84,000)                   $1.56
                  Exercised                                            (2,500)                   $2.83
                  Canceled                                               (250)                   $1.56
                  Canceled                                             (2,750)                   $3.20
                                                                     ----------

November 30, 2002                                                     199,750                    $3.00


Shares Exercisable at November 30, 2002                                97,875                    $2.80
Shares Exercisable at November 30, 2001                               109,000                    $1.81


</TABLE>


<TABLE>
<CAPTION>
                              At November 30, 2002

---------------------------------------------------------------------------------------------------------------
                           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>
      1.56                   22,000              .3                1.56           22,000              1.56
      2.83                   12,500             2.7                2.83            7,500              2.83
      3.20                  165,250             3.9                3.20           68,375              3.20
-------------------------------------------------------------------------- ------------------------------------
   $1.56-$3.20              199,750             3.4              $ 3.00           97,875             $2.80
===============================================================================================================
</TABLE>



<TABLE>
<CAPTION>
                              At November 30, 2001

---------------------------------------------------------------------------------------------------------------
                           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>
      1.56                 106,250             1.3                1.56           91,500              1.56
      2.83                  15,000             3.7                2.83            5,000              2.83
      3.20                 168,000             4.9                3.20           12,500              3.20
-------------------------------------------------------------------------- ------------------------------------
   $1.56-$3.20             289,250             3.5              $ 2.58          109,000             $1.81
===============================================================================================================
</TABLE>


                                      F-14

<PAGE>

The Company accounts for its Option Plan in accordance with APB Opinion No.25
(APB 25), under which compensation expense is recognized only to the extent the
exercise price of the option is less than the fair market value of the share of
stock at the date of the grant. Accordingly, no compensation expense has been
recorded.

The Company adopted the disclosure requirements of Statement of Financial
Accounting Standards (SFAS) No. 123, "Accounting for Stock Based Compensation",
which considers stock options as compensation expense to the Company based on
their fair value at the date of the grant. The fair value of options granted
during 2001 was $1.99 per share. There were no option grants during fiscal year
2002. Had the compensation expense related to the Option Plan been determined
based on the fair value at date of grant, the Company's net income and earnings
per share would have been reduced to the pro forma amounts indicated below:


<TABLE>
<CAPTION>
                                                                 2002                          2001
                                                                 ----                          ----
<S>                                                          <C>                          <C>
                  Net Income:
                     As reported                             $ 1,248,585                   $ 1,066,978
                     Pro forma                               $ 1,160,555                   $ 1,023,604

                  Basic EPS:
                     As reported                                $ 0.49                        $ 0.44
                     Pro forma                                  $ 0.46                        $ 0.43

                  Diluted EPS

                     As reported                                $ 0.48                        $ 0.44
                     Pro forma                                  $ 0.44                        $ 0.42

</TABLE>

The fair value of the option granted is estimated on the date of grant using the
Black-Scholes option pricing model utilizing the following weighted average
assumptions:

                                                         2001
                                                         ----

                  Risk-free interest rate                3.71%
                  Expected life (years)                     5
                  Expected volatility                   72.62%

Expected dividend yields were zero for fiscal 2001.

4.  SHAREHOLDERS' EQUITY

In the fourth quarter of fiscal 2002 the Company purchased 57,617 shares of its
common stock at a cost of $201,906, of which 2,017 shares were retired at a cost
of $7,816. On March 29, 2001 the Company retired 336,235 treasury shares with a
cost of $600,934.

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 approximately $255,897 at

                                      F-15

<PAGE>

November 30, 2001, 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." In fiscal 2002 the Company recognized $24,000 of non cash
compensation expense.

5.  INVESTMENT IN RTM SYSTEMS

The Company owns a 67% interest in RTM Systems, Inc. ("RTM"), an Indiana
corporation. The Company consolidates the financial results of RTM. As a result
of the consolidation of RTM, a $7,942 and $9,440 minority interest is included
in other current liabilities in the Consolidated Balance Sheets for fiscal 2002
and 2001, respectively.

6. REVOLVING LINE OF CREDIT

On April 29, 2002, the Company renewed its revolving line of credit agreement
with a bank. This $3,500,000 unsecured credit facility accrues interest at the
bank's prime lending rate. The credit facility expires on May 1, 2003. The
Company does not foresee any problems renewing this facility or obtaining an
equivalent facility from another lender, if necessary. Among other restrictions,
the credit facility requires that the Company meet certain covenants including
financial ratios. As of November 30, 2002, the Company was in compliance with
all covenants and did not have a balance outstanding under this facility.

7.  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 2002 and
2001 were $106,552 and $99,040, respectively.

                                      F-16

<PAGE>

8.  INCOME TAXES

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

<TABLE>
<CAPTION>

                                                      2002              2001
                                                   ----------         --------
<S>                                                <C>                <C>
CURRENT

  Federal                                          $575,798           $557,189
  State                                             123,338            119,913
                                                   --------           --------
          Total current                             699,136            677,102

  Deferred                                          (13,900)           (77,800)
                                                   --------           --------
INCOME TAX PROVISION                               $685,236           $599,302
                                                   ========           ========

</TABLE>

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


<TABLE>
<CAPTION>
                                                      2002              2001
                                                   ----------         --------

<S>                                                <C>                <C>
Federal statutory rate                                34.0%              34.0%
State taxes, net of federal benefit                    4.1                4.2
Foreign sales corporation or equivalent               (1.8)              (3.1)
Other                                                 (0.9)               0.9
                                                    --------           --------
Effective tax rate                                    35.4%              36.0%
                                                    ========           ========

</TABLE>

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

<TABLE>
<CAPTION>
                                                      2002              2001
                                                   ----------         --------
<S>                                                <C>                <C>
Deferred Tax Asset:
Financial reporting reserves not yet deductible    $253,000           $218,500
Depreciation and amortization                        12,000             32,600
Net operating loss carryforwards                    167,000            320,600
                                                   --------           --------
                                                    432,000            571,700
Less- valuation allowance                          (167,000)          (320,600)
                                                   --------           --------
NET DEFERRED TAX ASSET                             $265,000           $251,100
                                                   ========           ========

</TABLE>

At November 30, 2002 and 2001, for Federal income tax purposes, the Company has
net operating loss carryforwards (NOL's) totaling approximately $429,000 and
$822,000, respectively. The NOL consists of separate return limitation year
(SRYL) NOL's whose annual utilization is limited to approximately $4,000. During
the year ended November 30, 2002, approximately $389,000 of the NOL's expired.
The remainder of the NOL's will expire during


                                      F-17


<PAGE>

the year ended November 30, 2003. Accordingly, a valuation allowance has been
established for these amounts.

9.  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, during the fiscal years ended
November 30, 2002 and 2001.

The Company paid a fee of $50,000 in Fiscal 2002 to an entity controlled by its
chief executive officer, Morris Wheeler, for the provision of office space for
Mr. Wheeler and other management support.

10.  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
end November 30, 2002 and 2001 is as follows:

<TABLE>
<CAPTION>

                                              GCI             Raven         Corporate      Consolidated
                                              ---             -----         ---------      ------------

<S>                                       <C>                 <C>             <C>           <C>
Net Sales:
  2002                                    $12,016,511         $4,658,864           $  -       $16,675,375
  2001                                    $11,387,525         $5,004,058           $  -       $16,391,583

Depreciation and amortization:
  2002                                        191,207             38,578             36           229,821
  2001                                        213,435            107,569             39           321,043

Interest expense:
  2002                                              -                  -              -                 -
  2001                                              -                  -         17,844            17,844

Net income (loss):
  2002                                        963,731            774,237       (489,383)        1,248,585
  2001                                        747,727            676,315       (357,064)        1,066,978

Identifiable assets:
  2002                                      5,835,321          2,809,230      2,125,334        10,769,885
  2001                                      5,535,707          2,507,729      1,385,710         9,429,146

Capital expenditures:
  2002                                        108,780             58,992              -           167,772
  2001                                         66,307             28,195              -            94,502

</TABLE>


                                      F-18

<PAGE>

For Fiscal 2002 and 2001 the Company's Raven division had a Certified
Applicator, which accounted for approximately 25% and 19%, respectively, of
Raven's total net sales and 36% and 40%, respectively, of Raven's total trade
accounts receivable outstanding as of November 30, 2002 and 2001. On a combined
basis, this customer's accounts receivable balances represented 14% of the
Company's total trade accounts receivable in each of the fiscal years ended
November 30, 2002 and 2001.

The following table presents percentage of total revenues by region.

<TABLE>
<CAPTION>


Region                                 2002                   2001
-------                                -----                  ----
<S>                                    <C>                    <C>
United States/Canada                    74%                    71%
Asia/Pacific Rim                        12                     12
Europe/Middle East                      10                     12
Other                                    4                      5
                                --------------------    ------------------
Total                                  100%                   100%

</TABLE>

11.  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 2006. Future minimum rental payments
required under these noncancellable operating leases are summarized as follows:

<TABLE>
<CAPTION>

                          Fiscal Year                    Amount
                          -----------                    ------
<S>                          <C>                        <C>
                             2003                      $ 354,810
                             2004                        125,975
                             2005                         55,592
                             2006                          3,540
                          Thereafter                           0
                                                   -------------------
                                                       $ 539,917

                                                   ===================
</TABLE>

Rent expense totaled $353,800 and $360,432 for the years ended November 30, 2002
and 2001, respectively.

12.  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 operating under section 501(c)(3) of the United States Internal
Revenue Code. In connection with the contribution agreement, MLI indemnified the
Company and agreed 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 has raised questions
regarding the status of the contributed land and advised the Company that
additional clean-up efforts are necessary. Management has advised MLI of the
Missouri Attorney General's concerns. MLI has advised both the Company and the
Missouri Attorney General that, in its opinion, no further

                                      F-19



<PAGE>

clean-up efforts are necessary. Management intends to seek indemnification from
MLI under the contribution agreement for any further clean-up and legal costs.
Further, the Company had purchased a supplemental environmental insurance policy
with respect to the site and has filed a claim with the carrier. Although the
insurance carrier has issued a preliminary indication that the claim is outside
the scope of coverage of the policy, as more facts become available, the Company
may resubmit the claim or otherwise appeal this preliminary decision.

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.

13.  UNAUDITED QUARTERLY CONSOLIDATED FINANCIAL DATA



<TABLE>
<CAPTION>


                                                          Fiscal Quarter
                                    ------------------------------------------------------------      Fiscal
                                        First          Second         Third          Fourth            Year
                                        -----          ------         -----          ------            ----
<S>                                 <C>            <C>            <C>             <C>            <C>
2001:

  Net Sales                         $3,352,252     $4,437,412     $4,506,718      $4,095,201     $16,391,583
  Gross Profit                       1,509,935      1,881,368      2,131,501       1,882,487       7,405,291
  Net Income                           160,576        266,970        344,456         294,976       1,066,978
  Earnings Per Diluted Share              0.07           0.11           0.14            0.12            0.44


2002:

  Net Sales                         $3,535,769     $4,531,984     $4,289,209      $4,318,413     $16,675,375
  Gross Profit                       1,687,300      2,187,052      2,145,328       2,119,053       8,138,733
  Net Income                           200,205        309,713        395,704         342,963       1,248,585
  Earnings Per Diluted Share              0.08           0.12           0.15            0.13            0.48

</TABLE>
                                      F-20
<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 14, 2003

                                          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 14, 2003
---------------------
Dwight D. Goodman

/s/ Morris H. Wheeler                          President and Chief Executive Officer                February 14, 2003
---------------------                          (Principal Executive Officer) and Director
Morris H. Wheeler

/s/ Michael L. Boeckman                        Director                                             February 14, 2003
-----------------------
Michael L. Boeckman

/s/ Morton A. Cohen                            Director                                             February 14, 2003
-------------------
Morton A. Cohen

/s/ Richard L. Immerman                        Director                                             February 14, 2003
-----------------------
Richard L. Immerman

/s/ Robert W. Pawlak                           Chief Financial Officer (Principal                   February 14, 2003
--------------------                           Financial and Accounting Officer)
 Robert W. Pawlak

</TABLE>

<PAGE>

                Certification of the Principal Executive Officer

                           Pursuant to 18 U.S.C. 1350

                 (Section 906 of the Sarbanes-Oxley Act of 2002)

I, Morris H. Wheeler, the President and Chief Executive Officer of Cohesant
Technologies Inc. (the "Company"), certify that to the best of my knowledge,
based upon a review of the Company's Annual Report on Form 10-KSB for the period
ended November 30, 2002 (the "Report"):

                  (1) The Report fully complies with the requirements of Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934, as
                  amended; and

                  (2) The information contained in the Report fairly presents,
                  in all material respects, the financial condition and
                  results of operations of the Company.

/s/ Morris H. Wheeler
    -----------------
Morris H. Wheeler

President and Chief Executive Officer

February 14, 2003




<PAGE>



                Certification of the Principal Financial Officer

                           Pursuant to 18 U.S.C. 1350

                 (Section 906 of the Sarbanes-Oxley Act of 2002)

I, Robert W. Pawlak, Chief Financial Officer of Cohesant Technologies Inc.. (the
"Company") certify that to the best of my knowledge, based upon a review of the
Company's Annual Report on Form 10-KSB for the period ended November 30, 2002 of
the Company (the "Report"):

                  (1) The Report fully complies with the requirements of Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934, as
                  amended; and

                  (2) The information contained in the Report fairly presents,
                  in all material respects, the financial condition and
                  results of operations of the Company.




/s/ Robert W. Pawlak
    ----------------
Robert W. Pawlak
Cohesant Technologies Inc.
Chief Financial Officer

February 14, 2003



<PAGE>




                Certification of the Principal Executive Officer

                     Pursuant to 15 U.S.C. 78m(a) or 78o(d)
                 (Section 302 of the Sarbanes-Oxley Act of 2002)

I, Morris H. Wheeler, the Chairman and Chief Executive Officer of Cohesant
Technologies Inc. (the "Company"), certify that:

                         (1) I have reviewed this annual report on Form
                         10-KSB of the Company;

                         (2) Based on my knowledge, this annual report does
                         not contain any untrue statement of a material fact
                         or omit to state a material fact necessary to make
                         the statements made, in light of the circumstances
                         under which such statements were made, not misleading
                         with respect to the period covered by this annual
                         report;


                         (3) Based on my knowledge, the financial statements,
                         and other financial information included in this
                         annual report, fairly present in all material
                         respects the financial condition, results of
                         operations and cash flows of the Company as of, and
                         for, the periods presented in this annual report;


                         (4) The Company's other certifying officers and I are
                         responsible for establishing and maintaining
                         disclosure controls and procedures (as defined in
                         Exchange Act Rules 13a-14 and 15d-14) for the Company
                         and we have:


                                            (a) designed such disclosure
                                            controls and procedures to ensure
                                            that material information relating
                                            to the Company, including its
                                            consolidated subsidiaries, is made
                                            known to us by others within those
                                            entities, particularly during the
                                            period in which this annual report
                                            is being prepared;


                                            (b) evaluated the effectiveness of
                                            the Company's disclosure controls
                                            and procedures as of a date within
                                            90 days prior to the filing date of
                                            this annual report (the "Evaluation
                                            Date"); and


                                            (c) presented in this annual report
                                            our conclusions about the
                                            effectiveness of the disclosure
                                            controls and procedures based on our
                                            evaluation as of the Evaluation
                                            Date;

<PAGE>


                           (5) The Company's other certifying officers and I
                           have disclosed, based on our most recent evaluation,
                           to the Company's auditors and the audit committee of
                           Company's board of directors (or persons performing
                           the equivalent function):


                                            (a) all significant deficiencies in
                                            the design or operation of internal
                                            controls which could adversely
                                            affect the Company's ability to
                                            record, process, summarize and
                                            report financial data and have
                                            identified for the Company's
                                            auditors any material weaknesses in
                                            internal controls; and


                                            (b) any fraud, whether or not
                                            material, that involves management
                                            or other employees who have a
                                            significant role in the Company's
                                            internal controls; and

                           (6) The Company's other certifying officers and I
                           have indicated in this annual report whether or not
                           there were significant changes in internal controls
                           or in other factors that could significantly affect
                           internal controls subsequent to the date of our most
                           recent evaluation, including any corrective actions
                           with regard to significant deficiencies and material
                           weaknesses.


/s/ Morris H. Wheeler
    -----------------
Morris H. Wheeler
Cohesant Technologies Inc.
President and Chief Executive Officer

February 14, 2003


<PAGE>





                Certification of the Principal Financial Officer

                     Pursuant to 15 U.S.C. 78m(a) or 78o(d)
                 (Section 302 of the Sarbanes-Oxley Act of 2002)

I, Robert W. Pawlak, the Chief Financial Officer of Cohesant Technologies Inc..
(the "Company"), certify that:

                         (1) I have reviewed this annual report on Form
                         10-KSB of the Company;

                         (2) Based on my knowledge, this annual report does
                         not contain any untrue statement of a material fact
                         or omit to state a material fact necessary to make
                         the statements made, in light of the circumstances
                         under which such statements were made, not misleading
                         with respect to the period covered by this annual
                         report;


                         (3) Based on my knowledge, the financial statements,
                         and other financial information included in this
                         annual report, fairly present in all material
                         respects the financial condition, results of
                         operations and cash flows of the Company as of, and
                         for, the periods presented in this annual report;


                         (4) The Company's other certifying officers and I are
                         responsible for establishing and maintaining
                         disclosure controls and procedures (as defined in
                         Exchange Act Rules 13a-14 and 15d-14) for the Company
                         and we have:


                                            (a) designed such disclosure
                                            controls and procedures to ensure
                                            that material information relating
                                            to the Company, including its
                                            consolidated subsidiaries, is made
                                            known to us by others within those
                                            entities, particularly during the
                                            period in which this annual report
                                            is being prepared;


                                            (b) evaluated the effectiveness of
                                            the Company's disclosure controls
                                            and procedures as of a date within
                                            90 days prior to the filing date of
                                            this annual report (the "Evaluation
                                            Date"); and


                                            (c) presented in this annual report
                                            our conclusions about the
                                            effectiveness of the disclosure
                                            controls and procedures based on our
                                            evaluation as of the Evaluation
                                            Date;


<PAGE>

                           (5) The Company's other certifying officers and I
                           have disclosed, based on our most recent evaluation,
                           to the Company's auditors and the audit committee of
                           Company's board of directors (or persons performing
                           the equivalent function):


                                            (a) all significant deficiencies in
                                            the design or operation of internal
                                            controls which could adversely
                                            affect the Company's ability to
                                            record, process, summarize and
                                            report financial data and have
                                            identified for the Company's
                                            auditors any material weaknesses in
                                            internal controls; and


                                            (b) any fraud, whether or not
                                            material, that involves management
                                            or other employees who have a
                                            significant role in the Company's
                                            internal controls; and

                           (6) The Company's other certifying officers and I
                           have indicated in this annual report whether or not
                           there were significant changes in internal controls
                           or in other factors that could significantly affect
                           internal controls subsequent to the date of our most
                           recent evaluation, including any corrective actions
                           with regard to significant deficiencies and material
                           weaknesses.


/s/ Robert W. Pawlak
    ----------------
Robert W. Pawlak
Cohesant Technologies Inc.
 Chief Financial Officer

February 14, 2003