<PAGE>

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

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

For the fiscal year ended November 30, 2003

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

For the transition period from _________________ to ________________________

                         Commission file number 1-13484

                           COHESANT TECHNOLOGIES INC.
              (Exact name of Small Business Issuer in Its charter)

Delaware                                           34-1775913
(State or Other Jurisdiction                    (I.R.S. Employer
of Incorporation or Organization)               Identification No.)

5845 West 82nd Street, Ste. 102, Indianapolis, Indiana 46278
(Address of Principal Executive Offices)         (Zip Code)

Issuer's Telephone Number, Including Area Code: (317) 871-7611

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

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

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for past 90 days. Yes [X] No [ ]

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

         State issuer's revenues for its most recent fiscal year. $17,276,183.

         State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the average bid and asked prices of such
stock, as of December 31, 2003. $5,537,350.

         As of December 31, 2003, the Issuer had 2,581,365 shares of Common
Stock, $.001 par value, outstanding.

Documents incorporated by reference: None

<PAGE>

TABLE OF CONTENTS

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

Item 1.      Description of Business                                              3

Item 2.      Properties                                                          10

Item 3.      Legal Proceedings                                                   10

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

PART II

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

Item 6.      Management's Discussion and Analysis of Financial
                Condition and Results of Operations                              12

Item 7.      Financial Statements                                                16

Item 8.      Changes in and Disagreements with Accountants on
                 Accounting and Financial Disclosure                             16

PART III

Item 9.      Directors and Executive Officers of the
                 Registrant                                                      17

Item 10.     Executive Compensation                                              19

Item 11.     Security Ownership of Certain Beneficial Owners
                 and Management                                                  20

Item 12.     Certain Relationships and Related Transactions                      22

Item 13.     Exhibits, List and Reports on Form 8-K                              22

Item 14.     Controls and Procedures                                             23

Index to Financial Statements                                                   F-1

Signatures and Exhibits
</TABLE>

                                       2
<PAGE>

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

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

         For the years ended November 30, 2003 and 2002, the Company had net
sales of $17,276,183 and $16,675,375, respectively, of

                                       3
<PAGE>

which $12,167,709 and $12,220,102, respectively, were for equipment systems and
replacement parts and $5,108,474 and $4,455,273, 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. The Company's business
address is 5845 West 82nd Street, Suite 102, Indianapolis, Indiana 46278. The
Company's web address is www.cohesant.com.

(b)      Narrative Description of Business

PRODUCTS

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 polyurethane coatings and
polyurethane foam. Net sales of dispense equipment systems amounted to
$5,656,687 and $5,978,745 for the fiscal years ended November 30, 2003 and 2002,
respectively, representing 32.7% and 35.9%, 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 $5,831,810 and $6,037,766, representing 33.8% and 36.2% of
net sales for the fiscal years ended November 30, 2003 and 2002, respectively.

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

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

                                       4
<PAGE>

dispense equipment systems with non-atomized dispensing capabilities that reduce
VOC's and increase transfer efficiency. Non-atomized dispense is spray
technology that reduces atomization by increasing the size of the sprayed
droplets, while maintaining a quality spray pattern. Increased transfer
efficiency results in less waste of product. GCI also sells dispense equipment
systems which utilize its patented Air Assist Containment ("AAC") which improves
containment of an atomized spray pattern. Improved containment limits emissions
of VOC's.

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

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

Raven Lining Systems

         Raven produces high performance protective coatings under the Raven and
AquataPoxy brands. These proprietary formulations of solvent-free coatings and
grouts contain no VOC's. As with GCI, Raven benefits significantly from
increasing government regulation of VOC's and the resulting trend towards low
VOC products. Net sales of Raven and AquataPoxy products amounted to $5,108,474
and $4,455,273, representing 29.6% and 26.7% of net sales for the fiscal years
ended November 30, 2003 and 2002, 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 $679,212 and $203,591,
representing 3.9% and 1.2% of net sales for the fiscal years ended November 30,
2003 and 2002, respectively. Typically, Raven does not sell equipment unless new
Certified Applicators needing equipment are added or existing applicators decide
to increase their capacity by buying additional equipment.

                                       5
<PAGE>

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

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

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

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

                                       6
<PAGE>

food processing and potable water facilities and marine environments.

MARKETING

   Distributors and Certified Applicators

         Most of the Company's products are sold through a growing network of
independent distributors and Certified Applicators in the United States and
overseas. A 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 the fiscal years
ended November 30, 2003 and 2002, GCI's ten largest distributors accounted for
35% and 32% of equipment system and replacement parts sales, respectively. Of
the foregoing, four of the distributors in fiscal 2003 and three distributors in
fiscal 2002 were internationally based. GCI provides training to the
distributors and customers in the use of its equipment systems and products.

         Raven primarily markets its products, application and spray technology
through Certified Applicators. Raven presently has forty domestic Certified
Applicators and two international Certified Applicators. For the fiscal years
ended November 30, 2003 and 2002 Raven's ten largest Certified Applicators
accounted for 67% and 64%, respectively, of coating and grout product sales.

    Brochures, Advertising and Trade Shows

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

                                       7
<PAGE>

These seminars assist in industry growth and guide prospective customers to the
Company's products and methods.

MANUFACTURING AND RAW MATERIALS SUPPLY

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

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

COMPETITION

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

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

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

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

                                       8
<PAGE>

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, 2003 and 2002 were $917,803 and $1,031,423,
respectively, or 5.3% and 6.2%, 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 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

                                       9
<PAGE>

is material to the Company. The Company's patents expire at various times in the
future through 2020.

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

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

EMPLOYEES

         As of December 31, 2003, the Company employed 74 full time and 4 part
time persons, 23 of whom are in sales, 12 are in engineering, research and
development, 2 are in service, 4 are in quality control, 25 are in manufacturing
and 12 are in accounting and administration. The Company believes its relations
with its employees are good.

ITEM 2.      PROPERTIES

         The Company's executive offices are located in Indianapolis, Indiana,
with its principal manufacturing, warehouse and distribution facilities located
in Indianapolis, Indiana and Tulsa, Oklahoma. GCI leases approximately 51,200
square feet of office, manufacturing and warehouse space in Indianapolis,
Indiana through January 2009. Raven leases approximately 14,400 square feet of
combined office and manufacturing space in Tulsa, Oklahoma through June 2005.
The Company believes its facilities are adequate to meet its current and
prospective needs.

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, including as recently as May 2003, regarding the

                                       10
<PAGE>

status of the contributed land and advised the Company, MLI and the current
owner that additional clean-up efforts are necessary and has demanded these
entities undertake clean-up and pay related costs. 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.

         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, 2003.

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, 2003, 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.

<TABLE>
<CAPTION>
COMMON STOCK                             Bid Price
------------                             ---------
                                       High      Low
                                       -----    -----
<S>                                    <C>      <C>
     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

     Year Ended November 30, 2003
           First Quarter               $4.64    $3.03
           Second Quarter               3.87     3.26
           Third Quarter                4.25     3.39
           Fourth Quarter               9.25     3.92
</TABLE>

                                       11
<PAGE>

         Substantially all of the holders of common stock maintain ownership of
their shares in "street name" accounts and are not, individually, shareholders
of record. At November 30, 2003 the Company believes there are in excess of 500
beneficial owners of common stock, although there are only 32 holders of record.

         The Company declared its first dividend to shareholders of record at
November 30, 2003. This dividend of $.25 a share was paid to shareholders on
December 10, 2003. During fiscal year 2004 the Board of Directors will consider
establishing an annual dividend program.

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

RESULTS OF OPERATIONS

         Fiscal Year Ended November 30, 2003 as compared to Fiscal Year Ended
November 30, 2002

         Net sales for the fiscal year ended November 30, 2003, were $17,276,183
representing an increase of $600,808 or 3.6%, from fiscal 2002 net sales of
$16,675,375. Net income was $1,400,609, an $152,024 or 12.2% increase over last
year.

         Net sales of dispense equipment and spare parts at GCI decreased
$528,014 or 4.4% to $11,488,497 in fiscal 2003. This decrease was primarily
attributable to decreased sales of coatings and polyurethane foam dispense
equipment and spare parts and, to a lesser extent, decreased sales of fiberglass
dispense equipment spare parts. Domestic dispense equipment and spare parts net
sales decreased 6.1%, while international dispense equipment and spare parts net
sales decreased 2.2%. The decrease in international sales was primarily a result
of decreased sales to Canada, South America and Asia/Pacific Rim, partially
offset by increased sales to Europe/Middle East.

         Specialty grout and epoxy net sales at Raven increased $653,201 or
14.7% to $5,108,474 in fiscal 2003. In addition, Raven had ancillary equipment
sales of $679,212 in fiscal 2003 compared to $203,591 in fiscal 2002. This
increase in equipment sales is primarily a result of sales of application
equipment to both new and existing Certified Applicators. Typically, Raven does
not sell equipment unless new Certified Applicators needing equipment are added
or existing applicators decide to increase their capacity by buying additional
equipment.

                                       12
<PAGE>

         The Company's gross margin increased to $8,655,673, or 50.1% of net
sales, in fiscal 2003 from $8,138,733, or 48.8% of net sales, in fiscal 2002.
The gross margin dollar increase was primarily attributable to increased sales
volume and improved gross margin percentages. The gross margin percentage
increase was primarily a result of increased profitability on dispense equipment
and spares parts net sales and increased sales of specialty grout and epoxy
products, which have higher margins.

         Research, development and engineering expenses were $917,803 and
$1,031,423 for the fiscal years ended November 30, 2003 and 2002, respectively.
This decrease of $113,620, or 11.0% was primarily attributable to decreased
costs at GCI.

         Selling, general and administrative expenses were $5,613,525 and
$5,239,319 for the fiscal years ended November 30, 2003 and 2002, respectively.
This increase of $374,206, or 7.1% was primarily attributable to increased sales
and marketing costs at Raven and increased corporate administrative costs. The
increase in sales and marketing costs at Raven was attributable to expansion of
its sales staff.

         Other income, net of other expenses for the fiscal year ended November
30, 2003, increased $15,184 to $81,014. This increase was primarily a result of
the recognition of interest earned on officers' loans outstanding, partially
offset by a decrease in finance charge income derived from the collection of
trade receivables.

         The effective tax rate for the years ended November 30, 2003 and 2002
was 36.5% and 35.4%, respectively.

LIQUIDITY AND CAPITAL RESOURCES

         On March 25, 2003, 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,
2004. 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, 2003, 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 expired on November 30, 2003. The

                                       13
<PAGE>

Company repurchased 59,617 shares of its common stock for $209,186 under this
program.

         As of November 30, 2003, the Company's working capital increased to
$7,973,067 from $7,239,352 at November 30, 2002 and includes cash and cash
equivalents of $3,838,179. The increase in working capital was primarily due to
cash generated from operations.

         In November 2003 the Company announced its first ever dividend, a
dividend of $0.25 per share totaling $645,341 was paid on December 10, 2003 to
shareholders of record on November 30, 2003. The Company will consider
establishing an annual dividend program during fiscal 2004.

         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.

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

CRITICAL ACCOUNTING POLICIES

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

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

                                       14
<PAGE>

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

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

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

NEW ACCOUNTING STANDARDS

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

         On April 30, 2003, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 149, Amendment of
Statement 133 on Derivative Instruments and Hedging Activities ("SFAS No. 149").
SFAS No. 149 amends and clarifies accounting for derivative instruments,
including

                                       15
<PAGE>

certain derivative instruments embedded in other contracts, and for hedging
activities under Statement 133 and is to be applied prospectively to contracts
entered into or modified after June 30, 2003. The adoption of SFAS No. 149 did
not have an impact on the Company's financial statements.

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

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

ITEM 7.       FINANCIAL STATEMENTS

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

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

         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

                                       16
<PAGE>

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 70                                    1994

Morris H. Wheeler       President and Chief Executive Officer; age 43       1996

Richard A. Mordarski    President of Glas-Craft, Inc; age 60                 N/A

J. Stewart Nance        President of Raven Lining Systems Inc.; age 48       N/A

Robert W. Pawlak        Chief Financial Officer and Secretary; age 35        N/A

Michael L. Boeckman     Chief Financial Officer and Administrative
                        Partner of Cohen & Co.; age 57                      1994

Morton A. Cohen         Chairman and Chief Executive Officer of
                        Clarion Corp.; age 68                               1994

Richard L. Immerman     President of BleachTech LLC; age 53                 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

                                       17
<PAGE>

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 sputnik 7.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 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

                                       18
<PAGE>

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 partner of Chemical Ventures
(manufacturer of magnesium chloride) a position 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, 2003, 2002, 2001
for each individual who served as Chief Executive Officer and the other three
most highly compensated executives of the Company. No other executive officer
received compensation in excess of $100,000 during such year.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                      LONG TERM
                                                                     COMPENSATION
                                                                        AWARDS
                                     ANNUAL COMPENSATION             -------------
                           ---------------------------------------    SECURITIES
                                                      OTHER ANNUAL    UNDERLYING     ALL OTHER
       NAME AND            FISCAL                     COMPENSATION     OPTIONS      COMPENSATION
   PRINCIPAL POSITION       YEAR     SALARY  BONUS        (1)          (SHARES)         (2)
   ------------------      ------   -------  ------   ------------   -------------  ------------
<S>                        <C>      <C>      <C>      <C>            <C>            <C>
Morris H. Wheeler          2003     143,000  50,050       0            25,000           5,801
 President and Chief       2002     100,000  35,000       0                 0           1,918
 Executive Officer         2001           0       0       0            50,000               0

Richard A. Mordarski       2003     120,504  37,085       0            11,000           5,278
 President -               2002     112,098  34,500       0                 0           4,502
 Glas-Craft, Inc.          2001     108,833  22,707       0            10,000           4,452

J. Stewart Nance           2003     107,500  92,500       0             5,000           6,229
 President-Raven Lining    2002     101,500  78,500       0                 0           7,023
 Systems, Inc.             2001      93,450  96,500       0            13,000           5,243

Robert W. Pawlak           2003      82,500  28,875       0            10,000           3,358
 Chief Financial Officer
 and Secretary
</TABLE>

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

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

OPTION GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS)

         The following table provides information relating to grants of stock
options made during the last fiscal year for the chief executive officer and the
other three most highly compensated executives of the Company.

                                       19
<PAGE>

<TABLE>
<CAPTION>
                           Number of          % of Total      Exercise
                          Securities        Options Granted   or Base
                       Underlying Options   to Employees in    Price     Expiration
      Name                Granted (1)         Fiscal Year      ($/Sh)     Date (2)
      ----             ------------------   ---------------   --------   ----------
<S>                    <C>                  <C>               <C>        <C>
Morris H. Wheeler            25,000               25.0%        $ 4.12    12/12/2007
Richard A. Mordarski         11,000               11.0%        $ 4.12    12/12/2007
J. Stewart Nance              5,000                5.0%        $ 4.12    12/12/2007
Robert W. Pawlak             10,000               10.0%        $ 4.12    12/12/2007
</TABLE>

(1)  Options become exercisable in four equal annual installments commencing
     December 12, 2003, the anniversary of the date of the grant.

(2)  Options were granted for a term of five years, subject to earlier
     termination in certain events related to termination of employment.

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
                        SHARES               Options at November 30, 2003       November 30, 2003
                      ACQUIRED ON    VALUE   ----------------------------    -----------------------
     NAME              EXERCISE    REALIZED  EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
     ----              --------    --------  -----------   -------------   -----------   -------------
<S>                   <C>          <C>       <C>           <C>             <C>           <C>
Morris H. Wheeler            0            0    37,500         37,500       $   162,750    $ 139,750
Richard A. Mordarski         0            0     5,000         16,000            21,700       59,320
J. Stewart Nance        10,000      $17,725     6,500         11,500            28,210       45,310
Robert W. Pawlak             0            0     4,000         14,000            17,360       51,560
</TABLE>

ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth, as of December 31, 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:

                                       20
<PAGE>

<TABLE>
<CAPTION>
                                                       PERCENTAGE OF
  NAME AND ADDRESS             AMOUNT AND NATURE OF     OUTSTANDING
OF BENEFICIAL OWNER            BENEFICIAL OWNERSHIP     SHARES OWNED
--------------------           --------------------    -------------
<S>                            <C>                     <C>
Morton A. Cohen
1801 East 9th Street
Cleveland, Ohio 44114            1,377,405(1)(2)           53.3%

Clarion Capital Corporation
1801 East 9th Street
Cleveland, Ohio 44114            1,175,980                 45.6%

Michael L. Boeckman                 15,783(2)                *

Dwight D. Goodman                   78,155(2)               3.0%

Richard L. Immerman                 52,000(2)               2.0%

Richard A. Mordarski                62,031(2)(3)            2.4%

J. Stewart Nance                   110,260(2)(3)(4)         4.3%

Robert W. Pawlak                    38,706(2)(3)            1.5%

Morris H. Wheeler                   93,375(2)(3)            3.6%

All directors and executive
officers as a group
(8 persons)                      1,823,530(4)(5)           68.2%
</TABLE>

* Represents less than 1%

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

(2)  Includes shares issuable upon exercise of options exercisable within 60
     days of the date hereof as follows: Mr. Cohen 5,000 shares, Mr. Boeckman
     5,000 shares, Mr. Goodman 7,500 shares, Mr. Immerman 15,000 shares, Mr.
     Mordarski, 7,750 shares, Mr. Nance 7,750 shares, Mr. Pawlak 6,500 shares
     Mr. Wheeler 43,750 shares.

(3)  Includes shares owned in the Company sponsored 401k Plan as of December 31,
     2003 as follows: Mr. Mordarski 5,281 shares, Mr. Nance 39,237 shares, Mr.
     Pawlak 3,688 shares, Mr Wheeler 2,008 shares.

(4)  Includes 4,185 shares owned by children of Mr. Nance.

(5)  Includes 98,250 shares issuable upon exercise of options exercisable within
     60 days of the date hereof. Includes 50,214 shares owned in the Company
     sponsored 401k Plan as of December 31, 2003.

                                       21
<PAGE>

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, 2004. Under the terms of
the Agreement, Mr. Wheeler receives a salary of $153,010, adjusted annually for
inflation. Additionally, the Company paid a fee of $50,000 in Fiscal 2003 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 $51,100 in fiscal
2003.

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 March
                        25, 2003, 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.

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

                    21  Subsidiaries of the Registrant.

                                       22
<PAGE>

                    23  Consent of Independent Public Accountants

                  31.1  302 Certification of Chief Executive Officer

                  31.2  302 Certification of Chief Financial Officer

                    32  906 Certification of Principal Executive Officers

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

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

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

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

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

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

      ###   Incorporated herein by reference to Exhibit 4.2 included in the
            Company's Quarterly report on Form 10-QSB for the quarter ended
            February 28, 2003.

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

      (b)   Reports on Form 8-K. - An 8-K was filed on September 15, 2003 to
            report third quarter earnings (Items 7 and 12).

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

                                       23
<PAGE>

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.

                                       24
<PAGE>

                           COHESANT TECHNOLOGIES INC.

                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                      Page
                                                                      ----
<S>                                                                   <C>
Report of Independent Auditors                                         F-2
Consolidated Balance Sheets as of November 30, 2003 and 2002           F-3
Consolidated Statements of Operations for the Years Ended,
     November 30, 2003 and 2002                                        F-5
Consolidated Statements of Shareholders' Equity
     for the Years Ended November 30, 2003 and 2002                    F-6
Consolidated Statements of Cash Flows for the Years Ended
     November 30, 2003 and 2002                                        F-7
Notes to Consolidated Financial Statements                             F-8
</TABLE>

                                     F - 1
<PAGE>

                         Report of Independent Auditors

The Board of Directors
Cohesant Technologies Inc.

We have audited the accompanying consolidated balance sheets of Cohesant
Technologies Inc. as of November 30, 2003 and 2002, 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 consolidated financial position of Cohesant
Technologies Inc. at November 30, 2003 and 2002, and the consolidated results of
its operations and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States.

                                                               ERNST & YOUNG LLP

Indianapolis, Indiana
December 16, 2003

                                     F - 2
<PAGE>

                           COHESANT TECHNOLOGIES INC.

                           CONSOLIDATED BALANCE SHEETS

                        AS OF NOVEMBER 30, 2003 AND 2002

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                    2003           2002
                                                                                ------------   ------------
<S>                                                                             <C>            <C>
ASSETS:
  Cash and cash equivalents                                                     $  3,838,179   $  1,816,238
  Accounts and note receivable, net of allowance for doubtful accounts of
       $340,000 and $350,000, respectively                                         3,244,788      3,358,039
  Inventory                                                                        3,230,100      3,246,811
  Prepaid expenses and other                                                         249,813        619,043
  Deferred tax assets                                                                177,800        265,000
                                                                                ------------   ------------
       Total current assets                                                       10,740,680      9,305,131

  Property, plant and equipment, net                                                 580,945        508,252
  Patents and other intangibles, net of accumulated amortization of  $126,500
       and  $115,363, respectively                                                   118,291        114,433
  Goodwill                                                                           840,254        840,254
  Other noncurrent assets                                                              1,815          1,815
                                                                                ------------   ------------
       Total assets                                                             $ 12,281,985   $ 10,769,885
                                                                                ============   ============
</TABLE>

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

                                     F - 3
<PAGE>

                           COHESANT TECHNOLOGIES INC.

                           CONSOLIDATED BALANCE SHEETS

                        AS OF NOVEMBER 30, 2003 AND 2002

                      LIABILITIES AND SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                           2003          2002
                                                                       ------------  ------------
<S>                                                                    <C>           <C>
LIABILITIES:
  Accounts payable                                                     $   914,048   $  1,071,902
  Accrued salaries, benefits and commissions                               691,074        524,509
  Accrued taxes                                                            307,310        242,725
  Other current liabilities                                                855,181        226,643
                                                                       -----------   ------------
          Total current liabilities                                      2,767,613      2,065,779

COMMITMENTS AND CONTINGENCIES (Notes 11 and 12)

SHAREHOLDERS' EQUITY:
  Common stock ($.001 par value; 10,000,000 shares authorized and
          2,638,965 and 2,614,465 shares issued, respectively)               2,639          2,615
  Additional paid-in capital                                             6,254,394      6,192,140
  Retained earnings                                                      3,458,709      2,703,441
  Treasury stock at cost, (57,600 and  55,600 shares, respectively)       (201,370)      (194,090)
                                                                       -----------   ------------
          Total shareholders' equity                                     9,514,372      8,704,106
                                                                       -----------   ------------
          Total liabilities and shareholders' equity                   $12,281,985   $ 10,769,885
                                                                       ===========   ============
</TABLE>

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

                                     F - 4
<PAGE>

                           COHESANT TECHNOLOGIES INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                 FOR THE YEARS ENDED NOVEMBER 30, 2003 AND 2002

<TABLE>
<CAPTION>
                                                       2003                2002
                                                 ----------------      -------------
<S>                                              <C>                   <C>
NET SALES                                        $     17,276,183      $  16,675,375
COST OF SALES                                           8,620,510          8,536,642
                                                 ----------------      -------------
          Gross profit                                  8,655,673          8,138,733

RESEARCH, DEVELOPMENT AND ENGINEERING EXPENSES            917,803          1,031,423
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES            5,613,525          5,239,319
                                                 ----------------      -------------
TOTAL OPERATING EXPENSES                                6,531,328          6,270,742

                                                 ----------------      -------------
          Income from operations                        2,124,345          1,867,991

OTHER INCOME (EXPENSE):
  Interest income                                          32,915              3,798
  Other income, net                                        48,099             62,032
                                                 ----------------      -------------

INCOME BEFORE TAXES                                     2,205,359          1,933,821

INCOME TAX PROVISION                                     (804,750)          (685,236)
                                                 ----------------      -------------

NET INCOME                                       $      1,400,609      $   1,248,585
                                                 ================      =============

EARNINGS PER SHARE BASIC                         $           0.54      $        0.49
                                                 ================      =============

EARNINGS PER SHARE DILUTED                       $           0.54      $        0.48
                                                 ================      =============

WEIGHTED AVERAGE SHARES OF COMMON STOCK
  OUTSTANDING
  BASIC                                                 2,575,971          2,549,291
                                                 ================      =============
  DILUTED                                               2,611,213          2,613,554
                                                 ================      =============
</TABLE>

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

                                     F - 5
<PAGE>

                           COHESANT TECHNOLOGIES INC.

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                 FOR THE YEARS ENDED NOVEMBER 30, 2003 AND 2002

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

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

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

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

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

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

Net income                                          -              -       1,400,609             -       1,400,609
                                           ----------   ------------    ------------    ----------    ------------
BALANCE, November 30, 2003                 $    2,639   $  6,254,394    $  3,458,709    $ (201,370)   $  9,514,372
                                           ==========   ============    ============    ==========    ============
</TABLE>

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

                                     F - 6
<PAGE>

                           COHESANT TECHNOLOGIES INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED NOVEMBER 30, 2003 AND 2002

<TABLE>
<CAPTION>
                                                           2003             2002
                                                       ------------     ------------
<S>                                                    <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                           $  1,400,609     $  1,248,585
  Adjustments to reconcile net income
    to net cash provided by operating activities -
      Depreciation and amortization                         222,511          229,821
      Non-cash compensation                                  24,000           24,000
      Loss on asset disposal                                 12,547                -
      Deferred tax provision (benefit)                       87,200          (13,900)
      Provision for doubtful accounts                        68,560          115,441
      Net change in assets and liabilities-
          Accounts and note receivable                       44,691         (330,328)
          Inventories                                       (14,519)         (90,924)
          Prepaid expenses and other                        369,230         (380,360)
          Accounts payable                                 (157,854)         239,510
          Other current liabilities                         214,347         (174,011)
          Increase in other noncurrent assets               (22,704)            (256)
                                                       ------------     ------------
          Net cash provided by operating activities       2,248,618          867,578

CASH FLOWS USED IN INVESTING ACTIVITIES:
  Patent additions                                          (15,024)          (5,534)
  Property and equipment additions                         (265,383)        (167,772)
                                                       ------------     ------------
          Net cash used in investing activities            (280,407)        (173,306)
                                                       ------------     ------------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
  Purchase of common stock                                   (7,280)        (201,906)
  Proceeds from exercise of stock options                    61,010          204,561
                                                       ------------     ------------
          Net cash provided by financing activities          53,730            2,655
                                                       ------------     ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                 2,021,941          696,927
CASH AND CASH EQUIVALENTS, beginning of period            1,816,238        1,119,311
                                                       ------------     ------------
CASH AND CASH EQUIVALENTS, end of period               $  3,838,179     $  1,816,238
                                                       ============     ============
SUPPLEMENTAL DISCLOSURES:
  Cash paid during the year for-
    Interest                                           $          -     $          -
                                                       ============     ============
    Income taxes                                       $    617,000     $    771,000
                                                       ============     ============
</TABLE>

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

                                     F - 7
<PAGE>

                           COHESANT TECHNOLOGIES INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           NOVEMBER 30, 2003 AND 2002

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. In the fiscal 2002 period
the consolidated financial statements also include GCI's 67% owned subsidiary
RTM Systems, which was liquidated in February 2003. 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.

                                     F - 8
<PAGE>

   d. Statements of Cash Flows

Certain noncash investing activities are described below:

During 2003 and 2002, the Company transferred $31,230 and $64,868 of inventory
to property and equipment, respectively.

   e. Cash and Cash Equivalents

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

   f. Allowance of Doubtful Accounts

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

   g. Inventory

Inventories are stated at the lower of cost or market, with cost determined
using the first-in, first-out method. Inventory costs include raw material,
labor (including material handling) and overhead costs. Inventory at November
30, 2003 and 2002 was $3,230,100 and $3,246,811, 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.

     h  Property, Plant and Equipment

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

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

                                     F - 9
<PAGE>

Property, plant and equipment consist of the following:

<TABLE>
<CAPTION>
                                          2003           2002
                                      ------------    -----------
<S>                                   <C>             <C>
Leasehold improvements                $    143,710    $   143,754
Machinery and equipment                  1,454,586      1,216,370
Displays, demos and lab equipment          382,955        418,169
                                      ------------    -----------
                                         1,981,251      1,778,293
Less accumulated deprecation            (1,400,306)    (1,270,041)
                                      ------------    -----------
                                      $    580,945    $   508,252
                                      ============    ===========
</TABLE>

Depreciation expense for the fiscal years end November 30, 2003 and 2002 was
$211,375 and $215,304, respectively.

     i 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.

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

     j Research and Development

The costs associated with research and development programs for new products and
significant improvements, which totaled $917,803 and $1,031,423 in 2003 and
2002, respectively, are expensed as incurred.

    k  Income Taxes

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

     l. Shipping and Handling Fees and Costs

Shipping and handling costs include payments to third parties for the delivery
of products to customers, as well as internal salaries and overhead costs
incurred to move and prepare finished products for shipment. Shipping and
handling costs are included with selling and administrative expenses in the
accompanying consolidated statement of operations and totaled $79,378 and
$122,757 in fiscal 2003 and 2002, respectively. The Company recovers a portion
of its shipping

                                     F - 10
<PAGE>

and handling costs from its customers and nets this recovery against the
aforementioned expenses.

     m. Impairment of Long-Lived Assets

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

   n. Estimates and Reclassifications

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

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

   o.  New Accounting Standards

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

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

                                     F - 11
<PAGE>

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

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

   p. Stock Options

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

<TABLE>
<CAPTION>
                                                            Year Ended
                                                            November 30
                                                   ----------------------------
                                                      2003            2002
                                                      ----            ----
<S>                                                <C>             <C>
Net income, as reported                            $  1,400,609    $  1,248,585
Add: Stock-based employee compensation expense
   included in reported net income, net of
   related tax effects                                   24,000          24,000
Deduct: Total stock-based employee compensation
   expense determined under fair value based
   method for all awards, net of related tax
   effects                                             (108,384)       (108,940)
                                                   ------------    ------------

Pro forma net income                               $  1,316,225    $  1,163,645
                                                   ============    ============

Earnings per share:
    Basic--as reported                             $       0.54    $       0.49
                                                   ============    ============
    Basic--pro forma                               $       0.51    $       0.46
                                                   ============    ============

    Diluted--as reported                           $       0.54    $       0.48
                                                   ============    ============
    Diluted--pro forma                             $       0.50    $       0.45
                                                   ============    ============
</TABLE>

                                     F - 12
<PAGE>

3. SHAREHOLDERS' EQUITY

In November 2003 the Company announced its first ever dividend, a dividend of
$0.25 per share totaling $645,341 was paid on December 10, 2003 to shareholders
of record on November 30, 2003. The Company will consider establishing an annual
dividend program during fiscal 2004.

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

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 $278,729 and $267,431, which includes
accrued interest of $22,732 and $11,434, at November 30, 2003 and 2002,
respectively and is reflected as a reduction of the additional paid-in capital
account in the consolidated statements of shareholders' equity. Non cash
compensation expense will be recognized over the restriction period as the
restrictions lapse in accordance with APB Opinion No. 25 "Accounting for Stock
Issued to Employees." In fiscal 2003 and 2002 the Company recognized $24,000 of
non cash compensation expense in each year.

4. INVESTMENT IN RTM SYSTEMS

In fiscal 2002 the Company owned a 67% interest in RTM Systems, Inc. ("RTM"), an
Indiana corporation, which was liquidated in February 2003. The Company
consolidated the financial results of RTM. As a result of the consolidation of
RTM, a $7,942 minority interest is included in other current liabilities in the
Consolidated Balance Sheets for fiscal 2002.

5. REVOLVING LINE OF CREDIT

On March 25, 2003, 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, 2004. 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, 2003, the Company was in compliance with
all covenants and did not have a balance outstanding under this facility.

6. 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

                                     F - 13
<PAGE>

must be exercised within five years of the date of grant. However, certain
options may be exercised immediately. The Company has reserved 600,000 shares of
common stock for issuance upon exercise of stock options. There were 121,500 and
36,500 options available for grant at November 30, 2003 and 2002, respectively.

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

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

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

Expected dividend yields were zero for fiscal 2003.

Stock option activity under the Option Plan is as follows:

<TABLE>
<CAPTION>
                                Number of     Weighted-Average
Options                          Shares       Exercise Price
-------                         ---------     ----------------
<S>                             <C>           <C>
November 30, 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

              Granted             100,000        $     4.12
              Exercised           (22,000)       $     1.56
              Exercised            (2,500)       $     3.20
              Canceled             (1,000)       $     3.20
                                ---------

November 30, 2003                 274,250        $     3.52
</TABLE>

                                     F - 14
<PAGE>


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

<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>

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 2003 and
2002 were $105,270 and $106,552, respectively.

8. INCOME TAXES

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

<TABLE>
<CAPTION>
                              2003         2002
                            --------    ---------
<S>                         <C>         <C>
CURRENT
  Federal                   $582,647    $ 575,798
  State                      134,903      123,338
                            --------    ---------
          Total current      717,550      699,136

  Deferred                    87,200      (13,900)
                            --------    ---------
INCOME TAX PROVISION        $804,750    $ 685,236
                            ========    =========
</TABLE>

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

                                     F - 15
<PAGE>

<TABLE>
<CAPTION>
                                             2003    2002
                                           -------   -----
<S>                                        <C>       <C>
Federal statutory rate                      34.0%    34.0%
State taxes, net of federal benefit          4.5      4.1
Foreign sales corporation or equivalent     (1.5)    (1.8)
Other                                        (.5)    (0.9)
                                            ----     ----
Effective tax rate                          36.5%    35.4%
                                            ====     ====
</TABLE>

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

<TABLE>
<CAPTION>
                                                      2003         2002
                                                   ---------    ----------
<S>                                                <C>          <C>
Deferred Tax Asset:
Financial reporting reserves not yet deductible    $ 239,100    $  253,000
Depreciation and amortization                        (61,300)       12,000
Net operating loss carryforwards                           0       167,000
                                                   ---------    ----------
                                                     177,800       432,000
Less- valuation allowance                                  0      (167,000)
                                                   ---------    ----------
NET DEFERRED TAX ASSET                             $ 177,800    $  265,000
                                                   =========    ==========
</TABLE>

At November 30, 2003 and 2002, for Federal income tax purposes, the Company has
net operating loss carryforwards (NOL's) totaling approximately $0 and $429,000,
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, 2003, all the NOL's expired. A valuation allowance was
established in prior years for the NOL's.

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 $51,100 and $52,000, during the fiscal
years ended November 30, 2003 and 2002, respectively.

The Company paid a fee of $50,000 in each of the fiscal years 2003 and 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.

                                     F - 16
<PAGE>

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
ended November 30, 2003 and 2002 is as follows:

<TABLE>
<CAPTION>
                                       GCI           Raven      Corporate   Consolidated
                                       ---           -----      ---------   ------------
<S>                                <C>            <C>          <C>          <C>
Net Sales:
  2003                             $11,488,497    $5,787,686   $        -   $ 17,276,183
  2002                              12,016,511     4,658,864            -     16,675,375

Depreciation and amortization:
  2003                                 173,023        46,410        3,078        222,511
  2002                                 191,207        38,578           36        229,821

Net income (loss):
  2003                               1,068,449       900,611     (568,451)     1,400,609
  2002                                 963,731       774,237     (489,383)     1,248,585

Identifiable assets:
  2003                               5,586,031     2,578,232    4,117,722     12,281,985
  2002                               5,835,321     2,809,230    2,125,334     10,769,885

Capital expenditures:
  2003                                 156,454       108,039          890        265,383
  2002                                 108,780        58,992            -        167,772
</TABLE>

For Fiscal 2003 and 2002 the Company's Raven division had a Certified
Applicator, which accounted for approximately 20% and 25%, respectively, of
Raven's total net sales and 36% of Raven's total trade accounts and note
receivable outstanding in each of the fiscal years ended November 30, 2003 and
2002. On a combined basis, this customer's accounts and note balances
represented 13% and 14% of the Company's total trade accounts and note
receivable for the fiscal years ended November 30, 2003 and 2002, respectively.

The following table presents percentage of total revenues by region.

<TABLE>
<CAPTION>
Region                        2003      2002
-------                       -----     ----
<S>                           <C>       <C>
United States/Canada           75%       74%
Asia/Pacific Rim               11        12
Europe/Middle East             11        10
Other                           3         4
                              ---       ---
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

                                     F - 17
<PAGE>

through November 2009. Future minimum rental payments required under these
noncancellable operating leases are summarized as follows:

<TABLE>
<CAPTION>
Fiscal Year         Amount
-----------         ------
<S>                <C>
   2004            $325,986
   2005             271,114
   2006             215,534
   2007             208,586
   2008             205,747
Thereafter           34,133
</TABLE>

Rent expense totaled $345,749 and $353,800 for the years ended November 30, 2003
and 2002, 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,
including as recently as May 2003, regarding the status of the contributed land
and advised the Company, MLI and the current owner that additional clean-up
efforts are necessary and has demanded these entities undertake clean-up and pay
related costs. 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.

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

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 Share Diluted           0.08           0.12           0.15           0.13           0.48
</TABLE>

                                     F - 18
<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: January 28, 2004

                                           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            January 28, 2004
-----------------------
Dwight D. Goodman

/s/ Morris H. Wheeler      President and Chief Executive Officer         January 28, 2004
-----------------------    (Principal Executive Officer) and Director
Morris H. Wheeler

/s/ Michael L. Boeckman    Director                                      January 28, 2004
-----------------------
Michael L. Boeckman

/s/ Morton A. Cohen        Director                                      January 28, 2004
-----------------------
Morton A. Cohen

/s/ Richard L. Immerman    Director                                      January 28, 2004
-----------------------
Richard L. Immerman

/s/ Robert W. Pawlak       Chief Financial Officer (Principal            January 28, 2004
-----------------------    Financial and Accounting Officer)
 Robert W. Pawlak
</TABLE>