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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB
(Mark One)
[X]  Annual Report under Section 13 or 15(d) of the Securities Exchange Act of
1934

For the fiscal year ended                 November 30, 2000
                          --------------------------------------------

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

For the transition period from                        to
                               ----------------------    -----------------------
                  Commission file number      1-13484
                                         -------------------

                           COHESANT TECHNOLOGIES INC.
              (Exact name of Small Business Issuer in Its charter)
Delaware                                                34-1775913
(State or Other Jurisdiction                      (I.R.S. Employer
of Incorporation or Organization)                  Identification No.)
5845 West 82nd Street, Ste. 102, Indianapolis, Indiana 46278
(Address of Principal Executive Offices)         (Zip Code)
Issuer's Telephone Number, Including Area Code:  (317) 875-5592

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

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

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for past 90 days. Yes X__ No_____

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

         State issuer's revenues for its most recent fiscal year.  $15,820,077.

         State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the average bid and asked prices of such
stock, as of January 31, 2001. $2,253,782.

         As of January 31, 2001, the Issuer had 2,349,608 shares of Common
Stock, $.001 par value, outstanding.

Documents incorporated by reference: Registrant intends to file with the
Securities and Exchange Commission a definitive Proxy Statement pursuant to
Regulation 14A of the Securities Exchange Act of 1934 within 120 days of the
close of its fiscal year ended November 30, 2000, portions of which document
shall be deemed to be incorporated by reference in Part III of this Annual
Report on Form 10-K from the date such document is filed.


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ITEM 1.  BUSINESS

(a)      General Development of Business
         -------------------------------

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

         The Company's spray finishing and coating application equipment systems
are designed specifically for use with multiple component formulations such as
polyesters, polyurethanes, polyureas and epoxies. These equipment systems
commonly are 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 and supplies.

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

         For the years ended November 30, 2000 and 1999, the Company had net
sales of $15,820,000 and $14,191,000, respectively, of which $12,719,000 and
$11,876,000, respectively, were for equipment systems, replacement parts and
supplies and $3,101,000 and $2,315,000, 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 ("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.



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(b)      Narrative Description of Business
         ---------------------------------

PRODUCTS

  Specialized Spray Equipment. The Company designs and manufactures a wide range
of spray and application equipment systems and supplies to spray multi-component
formulations such as fiberglass reinforced plastics and polyurethane foam. Net
sales of spray equipment systems amounted to $6,858,000 and $6,263,000 for the
fiscal years ended November 30, 2000 and 1999, respectively, representing 43.4%
and 44.1%, respectively, of net sales. A significant portion of the Company's
equipment business is the sale of replacement and spare parts and supplies for
its current and discontinued spray equipment systems. The Company maintains an
inventory of approximately 6,500 items to enable it to efficiently fill orders
and service repairs. Net sales of replacement and spare parts and supplies
amounted to $5,861,000 and $5,613,000, representing 37.0% and 39.6% of net sales
for the fiscal years ended November 30, 2000 and 1999, respectively.

  Fiberglass reinforced plastic spray equipment. The predecessor to GCI
developed spray and applications equipment systems for the modern method of
fiberglass reinforced plastic product manufacturing known as the `spray up'
method. The spray up manufacturing process is quicker and more cost effective
than the `hand layup' and mass production molding methods of reinforced
fiberglass products manufacturing and can be used to manufacture a wide variety
of products, including such diverse products as boat hulls and construction
components. The spray up method is ideally suited for small quantity and custom
production.

         The United States Occupational Safety and Health Administration
("OSHA") and environmental regulatory agencies in the United States and abroad
regulate the use of various volatile organic chemicals ("VOC's") such as
styrene, acetone, methylene chloride and organic peroxides. These chemicals are
often used in the process of fiberglass manufacturing. GCI's spray equipment
systems use air assist containment ("AAC") to reduce spray emissions and
overspray and increase transfer efficiency and spray control. Improved
containment limits emissions of environmentally and occupationally hazardous
chemicals. Greater transfer efficiency results in less waste of product. GCI has
developed new products with non-atomized dispense capabilities that further
reduce VOC's. These products include the new INDy spray system, which features a
new internal mix gun and patent pending spray noozle.

  Other multi-component spray equipment. The Company also designs and
manufactures spray and applications equipment systems



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for dispensing polyurethane, polyurea and other multi-component materials and
coatings. Polyurethane is used for insulation, packaging, flotation devices and
many other uses. These materials are used for insulation and protective coatings
and for the manufacture of formed plastic products such as automobile and
aircraft components and marine products. The Company's technology has many
applications in the plastics and coatings industries. Consequently, the Company
continuously seeks and develops new and different uses for its equipment. The
Company, when necessary, will modify existing equipment designs or will design
new equipment to meet the requirements of new plastics and other products as
well as changing regulation and manufacturing methods.

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. Additionally, Raven fulfills specifying engineers' requests for
application of Raven products by the Company's professional Certified
Applicators.

  AquataPoxy Products. The AquataPoxy line of solvent-free epoxy coating and
grout products is designed to extend the life of a structure by protecting it
from corrosion. These products are formulated with higher performance
characteristics compared with competitive products, including excellent
resistance to moisture, corrosion and chemical attack. AquataPoxy products are
used in the construction, repair, rehabilitation and maintenance of food
processing and water storage structures, wastewater treatment and collection
systems of municipalities and industrial and recreational facilities. AquataPoxy
products are unique with their high moisture tolerant characteristics that allow
them to be applied to underwater and moisture filled concrete surfaces.
AquataPoxy is ideally suited for the rapidly growing market in underground
rehabilitation of infrastructure. AquataPoxy is therefore being specified for
use by many engineers and governmental agencies in connection with the
rehabilitation of potable and/or wastewater facilities by trained applicators.
The Company is aggressively demonstrating and testing AquataPoxy 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 and
isocyanate-based coatings have the potential to release carcinogens and other
hazardous substances into the environment and generally are not


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

  Raven Products. Raven extends the Company's presence in the protective coating
and lining marketplace. 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'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 coatings and grouts are also solventless, nontoxic, 100% solids
epoxy products, emitting no VOC's. These products offer safe working
environments while complying with the existing United States Environmental
Protection Agency ("EPA") and Clean Air Act regulations.

         Net sales of AquataPoxy and Raven products amounted to $3,101,000 and
$2,315,000, representing 19.6% and 16.3% of net sales for the fiscal years ended
November 30, 2000 and 1999, respectively.

RTM Systems, Inc.

         RTM markets equipment which produces fiberglass reinforced plastic
products with a closed, low-pressure molding process. This method, like most
molding processes, permits the resin to displace all of the air in the mold,
completely saturating the fiberglass mat, which is then allowed to cure. RTM
also sells products and equipment used to build molds.

         On November 1, 2000, GCI purchased an additional one-third interest in
RTM Systems, Inc. ("RTM"), an Indiana corporation organized in 1989, for a
nominal amount bringing GCI's ownership in RTM to 67%.


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MARKETING

  Distributors and Certified Applicators

         The Company's products are sold through a growing network of
independent distributors and Certified Applicators in the United States and
overseas.

         Generally, the products of GCI are sold through over 100 independent
domestic and foreign 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 foreign
distributors sell only industrial equipment. For the fiscal years ended November
30, 2000 and 1999, GCI's ten largest distributors accounted for 47% and 44%,
respectively, of equipment system and replacement and spare parts sales. Of the
foregoing, five and four of the distributors in fiscal 2000 and 1999,
respectively, were foreign based. GCI provides training to the distributors and
customers in the use of its equipment systems and products.

         Raven markets its products, application and spray technology through
domestic and foreign independent distributors, manufacture representatives and
Certified Applicators. Raven presently has thirty-four domestic Certified
Applicators and one international Certified Applicator. For the fiscal years
ended November 30, 2000 and 1999 Raven's ten largest Certified Applicators
accounted for 63% and 68%, respectively, of coating and grout product sales.

  Brochures, Advertising and Trade Shows

         The Company supports its marketing with internally prepared brochures,
sales catalogues, direct mailings and media insertions in various trade
publications. In connection with coating and grout products, the Company also
prepares media promotion kits and product demonstration kits for use by
Certified Applicators and distributors. Company personnel, representatives and
distributors attend trade shows in the United States and overseas. Typically,
potential customers and distributors attend these shows. In addition, these
shows afford the Company the opportunity to keep abreast of its competitors'
products and developments in the industry. Company personnel also participate in
various industry organizations and work with complementary technologies to
present educational and technical seminars. These seminars assist in industry
growth and guide prospective customers to the Company's products and methods.


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MANUFACTURING AND RAW MATERIALS SUPPLY

         The Company assembles its 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 all major resin
suppliers. The Company does not believe that it is dependent on any one vendor
of raw materials for its coating and grout products and the Company does not
believe the loss of any one supplier would have a material adverse impact on the
Company.

COMPETITION

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

         There are a number of competitive equipment manufacturers, which
include the Binks division of Illinois Tool Works, Inc., Gusmer, Inc. and
Magnum-Venus Products. Competitors of the Company's AquataPoxy and Raven
products include Carboline Company, Tnemec Company, Inc. and International
Protective Coatings. The Company competes by continually broadening awareness of
its unique products through engineering, research and development, by continuing
to offer its entire product line on a price competitive basis, 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 specific customer requests. The Company has
sixteen full-time employees devoted to engineering, research and development.


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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, 2000 and 1999 were
approximately $1,071,000 and $970,000, respectively, or 6.8% 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 foreign 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 all applicable Federal, state and
local environmental laws and regulations and worker exposure regulations.

         As a product exporter, the Company is subject to regulation by foreign
governments. There can be no assurance that the Company will be in compliance
with or achieve compliance with laws and regulations enacted by foreign
governments in the future.

PATENTS, TRADEMARKS AND PROPRIETARY INFORMATION

         The Company holds eight U.S. patents and four U.S. patent applications,
of which five patents are applicable to AAC(R) methods and apparatus of the
Company. The Company's AAC(R) methods and apparatus use a flow of compressed air
to contain and reduce


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over spray and vapor emissions and increase transfer efficiency and spray
control.

         The Company believes that product recognition is an important
competitive factor in the equipment and chemical industries. Accordingly, the
Company promotes the "GLAS-CRAFT" and "RAVEN" trademarks in connection with its
marketing activities and holds a United States trademark registration for
AAC(R).

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

EMPLOYEES

         As of January 19, 2001, the Company employed approximately 75 full time
persons, 19 of whom are in sales, 12 are in engineering, 6 are in research and
development and service, 4 are in quality control, 23 are in manufacturing and
11 are in accounting and administration. The Company believes its relations with
its employees are good.

ITEM 2.  PROPERTIES

         The Company's executive offices are located in Indianapolis, Indiana,
with its principal manufacturing, warehouse and distribution facilities located
in Indianapolis, Indiana and Tulsa, Oklahoma. GCI leases approximately 51,200
square feet of office, manufacturing and warehouse space in Indianapolis,
Indiana through January 2004. Raven leases approximately 14,400 square feet of
combined office and manufacturing space in Tulsa, Oklahoma through April 2002.
The Company believes its facilities are adequate to meet its current and
prospective needs.

ITEM 3.  LEGAL PROCEEDINGS

         There are no pending legal proceedings to which the Company is subject,
nor to the knowledge of the Company are any legal proceedings threatened, other
than for ordinary, routine proceedings incidental to its business.

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

         No matters were submitted to a vote of the Company's stockholders
during the fourth quarter of the fiscal year ended November 30, 2000.


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ITEM 4.1 EXECUTIVE OFFICERS OF THE REGISTRANT

         This information is included in this Report pursuant to Instruction 3
of Item 401(b) of Regulation S-K. The following is a list of the executive
officers of the Company and a brief description of their business experience.
Each executive officer will hold office until his successor is chosen and
qualified.

         MORTON A. COHEN has been Chairman of the Board since the Company's
inception in July 1994, and served as the Company's Chief Executive Officer from
July 1994 to January 1998. Mr. Cohen has been Chairman of the Board of Directors
and Chief Executive Officer of Clarion Capital Corporation ("Clarion"), a
private, small business investment company, for more than five years. He is also
a director of Zemex Corporation, an industrial minerals company and DHB Capital
Group, Inc., a holding company with a diversified portfolio. Mr. Cohen is the
father-in-law of Morris H. Wheeler, a director.

         DWIGHT D. GOODMAN has been a Director of the Company since its
inception and has been the Chief Executive Officer of the Company since January
1998 and President of the Company since July 1996. From May 1996 until June
1998, Mr. Goodman had been the Chief Financial Officer; from May 1996 until July
1996, Mr. Goodman had been the Company's Executive Vice President and Chief
Financial Officer. Mr. Goodman had been the President and Chief Executive
Officer of GCI from 1984 to 1996.

         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.



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PART II

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

         The Common Stock of the Company is quoted on Nasdaq under the symbol
"COHT". The Company's Common Stock is also listed on the Boston Stock Exchange.

         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, 2000, as reported by Nasdaq. Bid quotations represent high and low
prices quoted between dealers, do not reflect retail mark-up, mark-down or
commission, and do not necessarily represent actual transactions.

COMMON STOCK                                                    Bid Price
------------                                                    ---------
                                                          High            Low
                  Year Ended November 30, 1999           ------          -----
                  ----------------------------
                        First Quarter                    $2.063          $1.50
                        Second Quarter                    2.00            1.25
                        Third Quarter                     2.563           1.50
                        Fourth Quarter                    2.75            1.938

                  Year Ended November 30, 2000
                  ----------------------------
                        First Quarter                    $3.69           $2.13
                        Second Quarter                    3.72            2.63
                        Third Quarter                     3.75            2.31
                        Fourth Quarter                    3.125           2.188


         On January 19, 2001, the Company had approximately 560 beneficial
holders of its Common Stock.

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








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


RESULTS OF OPERATIONS

         Fiscal Year Ended November 30, 2000 as compared to Fiscal Year Ended
November 30, 1999

         Net sales for the fiscal year ended November 30, 2000, were $15,820,000
representing an increase of $1,629,000 or 11.5%, from fiscal 1999 net sales of
$14,191,000. The increase consisted of an $843,000 or 7.1% increase in net sales
of equipment systems and parts to $12,719,000 in fiscal 2000. This increase was
attributable to additional sales of polyurethane and polyurea equipment and to a
lesser extent increased sales of fiberglass equipment, which was somewhat offset
by decreased sales to OEM accounts. Foreign equipment and parts net sales were
up 34%, whereas domestic equipment and parts net sales decreased 11%. The
decrease in domestic equipment and part sales was primarily attributable to the
decrease in sales to OEM accounts. The increase in foreign sales was led by an
increase in sales to Asian/Pacific Rim and to a lesser extent Europe/Middle East
and South America. Specialty coating and grout products net sales increased to
$3,101,000, a $785,000 or 33.9% increase from fiscal 1999 net sales. This
increase was a result of increased sales to existing Certified Applicators as
well as new Certified Applicators.

         For the fiscal years ended November 30, 2000 and 1999,respectively,
gross margins as a percentage of net sales were 43.5% and 44.1%, respectively.
The slight decrease in fiscal 2000 was due to change in product mix.

         Research, development and engineering expenses were approximately
$1,071,000 and $970,000 for the fiscal years ended November 30, 2000 and 1999,
respectively. While these expenses were essentially unchanged as a percentage of
net sales, the $101,000 increase was primarily attributable to higher personnel
costs.

         Selling, general and administrative expenses for the fiscal years ended
November 30, 2000 and 1999, were $4,607,000 and $4,250,000, respectively,
representing an increase of approximately 8.4% or $357,000, but a slight
decrease as a percentage of net sales from 29.9% in fiscal 1999 to 29.1% in
fiscal 2000. The dollar increase was principally due to additional expenses
attributable to the increased sales volume, attendance at a greater number of
tradeshows, higher personnel costs and increased general marketing expenses.


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         Other income, net of other expenses for the fiscal year ended November
30, 2000, increased approximately $115,000 from the fiscal 1999 period. This
increase was a result of increased income derived from the unconsolidated
affiliate and decreased interest expense.

DISCONTINUED OPERATIONS

         In January 1998, the Company and its American Chemical Company
subsidiary ("ACC") completed the sale of certain assets (inventory and certain
intangibles) of ACC's adhesive, private label and toll manufacturing business
(the "discontinued operation") for $1,350,000. The purchase price includes
$350,000 allocated to a three-year non-compete agreement, which is being
amortized to income over the three-year term. The Company accounted for ACC's
business as a discontinued operation, in accordance with APB No. 30, as of
November 30, 1997 when the definitive sale agreement was executed.

         In November 1999, the Company contributed the ACC 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 has indemnified
the Company and has agreed to assume any environmental costs arising from or out
of the past, present or future condition of the site. As a measure of additional
protection, the Company obtained an environmental insurance policy. Management
believes the Company is adequately insured in the unlikely event of being
assessed a future liability.

         In connection with the contribution of the ACC land and building to
MLI, the carrying value of the real estate and the direct costs associated
therewith were appropriately charged to discontinued operations in 1999. No
related income tax benefit was provided. Management was taking certain actions
and incurred certain costs to prepare the ACC land and building for sale. Prior
to contribution, the ACC land and building were held for sale.


LIQUIDITY AND CAPITAL RESOURCES

         On May 1, 2000, the Company renewed its revolving line of credit
agreement. This $3,500,000 credit facility is subject to a borrowing base and
accrues interest at the bank's prime lending (9.5% as of November 30, 2000). The
credit facility is fully secured by a lien on all assets of the Company and its
operating subsidiaries. The credit facility expires on May 1, 2001. The


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Company does not foresee any problems renewing this facility or obtaining an
equivalent facility from another lender, if necessary. This agreement requires
that the Company meet certain covenants including financial ratios. As of
November 30, 2000, the Company was in compliance with the financial covenants.
At November 30, 2000, the outstanding balance under this agreement was $179,000
and the Company had approximately $3,150,000 of borrowing availability.

         As of November 30, 2000, the Company's working capital increased to
$4,571,081 from $3,799,660 at November 30, 1999 and includes cash of $61,053.
The increase in working capital was primarily due to an increase in trade
receivables and inventory balances and a decrease in borrowings under the
revolving line of credit agreement, which was somewhat offset by an increased
balance of accrued income taxes and a decrease of cash on hand at November 30,
2000. The increase in trade receivables was a result of net sale increases in
foreign markets and to Certified Applicators, as previously mentioned, which
generally have extended trade terms. The Company's inventory balance increased
due to the introduction of several new spray systems.

         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.

NEW ACCOUNTING STANDARD

         In June 1998, the FASB issued SFAS No. 133, which establishes
accounting and reporting standards for a comprehensive and consistent standard
for the recognition and measurement of derivatives and hedging activities. The
new statement requires all derivatives to be recorded in the balance sheet as
either an asset or liability measured at its fair value. As the Company does not
utilize derivative instruments, this statement did not impact the Company's
financial position or results of operations.


ITEM 7.  FINANCIAL STATEMENTS

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


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

         None.


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                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The Company incorporates herein by reference the information appearing
under the caption "Election of Directors" and "Section 16(a) Beneficial
Ownership Reporting Compliance" of the Company's definitive Proxy Statement to
be filed with the Securities and Exchange Commission on or about March 30, 2001.
Information with respect to the Company's executive officers appear at the end
of PART I of this Form 10-KSB.




ITEM 10. EXECUTIVE COMPENSATION

         The Company incorporates herein by reference the information appearing
under the caption "Executive Compensation" of the Company's definitive Proxy
Statement to be filed with the Securities and Exchange Commission on or about
March 30, 2001.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The Company incorporates herein by reference the information appearing
under the caption "Ownership of Voting Securities" of the Company's definitive
Proxy Statement to be filed with the Securities and Exchange Commission on or
about March 30, 2001.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The Company incorporates herein by reference the information appearing
under the caption "Certain Relationships and Related Transactions" of the
Company's definitive Proxy Statement to be filed with the Securities and
Exchange Commission on or about March 30, 2001.



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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 1, 2000, by and between
              the Company and Union Planters Bank, N.A.
      **10.1  The Company's 1994 Employee Stock Option Plan.
   *****10.2  Lease Agreement between Glas-Craft, Inc. and ProLogis North
              Carolina Limited Partnership.
     ***10.4  Financial Advisory Agreement between Clarion Management Ltd. and
              the Company dated June 1, 1996.
  ******10.5  Amendment to Lease Agreement between Glas-Craft, Inc. and ProLogis
              North  Carolina  Limited Partnership.
        21.1  Subsidiaries of the Registrant.
        23    Consent of Independent Public Accountants

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

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

  ***   Incorporated herein by reference to the Exhibit to the Company's
        Annual Report on Form 10-KSB for the year ended November 30, 1996.

 ****   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,
        2000.

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

******  Incorporated herein by reference to the Exhibit to the Company's Annual
        Report on Form 10-KSB for the year ended November 30, 1999.

    (b)  Reports on Form 8-K. - none





                                       16
<PAGE>   17

                           COHESANT TECHNOLOGIES INC.

                          INDEX TO FINANCIAL STATEMENTS



                                                                      Page
                                                                      ----

Report of Independent Public Accountants                               F-2
Consolidated Balance Sheets as of November 30, 2000 and
     1999                                                              F-3
Consolidated Statements of Operations for the Years Ended,
     November 30, 2000 and 1999                                        F-5
Consolidated Statements of Shareholders' Equity
     for the Years Ended November 30, 2000 and 1999                    F-6
Consolidated Statements of Cash Flows for the Years Ended
     November 30, 2000 and 1999                                        F-7
Notes to Consolidated Financial Statements                             F-8













                                      F-1
<PAGE>   18


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS




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

We have audited the accompanying consolidated balance sheets of COHESANT
TECHNOLOGIES INC. (a Delaware corporation) and subsidiaries as of November 30,
2000 and 1999, and the related consolidated statements of operations,
shareholders' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Cohesant Technologies Inc. and
subsidiaries as of November 30, 2000 and 1999, and the results of their
operations and their cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States.




                                                    ARTHUR ANDERSEN LLP



Indianapolis, Indiana,
December 15, 2000.





                                      F-2
<PAGE>   19


                           COHESANT TECHNOLOGIES INC.

                           CONSOLIDATED BALANCE SHEETS

                        AS OF NOVEMBER 30, 2000 AND 1999

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                         2000                     1999
                                                                                   ------------------       ------------------
<S>                                                                                        <C>                      <C>
ASSETS:
  Cash                                                                                     $  61,053                $  352,895
  Accounts receivable, net of allowance for doubtful accounts of $210,061 and
       $168,079, respectively                                                              3,176,090                 2,351,547
  Inventories, net                                                                         3,667,518                 3,367,160
  Prepaid expenses and other                                                                 133,607                   145,336
  Deferred tax assets                                                                        173,300                   274,200
                                                                                          ----------                ----------
          Total current assets                                                             7,211,568                 6,491,138

  Property, plant and equipment, net of accumulated depreciation of $1,005,918
         and $796,992, respectively                                                          552,061                   582,103

  Investment and advances in unconsolidated affiliate                                         61,602                    68,752
  Patents and other intangibles, net of accumulated amortization of  $101,561
          and  $94,118, respectively                                                         123,828                   110,972
  Goodwill, net of accumulated amortization of $217,392 and $161,472,
       respectively                                                                          919,657                   727,004
  Other noncurrent assets                                                                      6,145                     7,102
                                                                                          ----------                ----------
          Total assets                                                                    $8,874,861                $7,987,071
                                                                                          ==========                ==========
</TABLE>







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



                                      F-3
<PAGE>   20

                           COHESANT TECHNOLOGIES INC.

                           CONSOLIDATED BALANCE SHEETS

                        AS OF NOVEMBER 30, 2000 AND 1999

                      LIABILITIES AND SHAREHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                                         2000                     1999
                                                                                   ------------------       ------------------

<S>                                                                                       <C>                       <C>
LIABILITIES:
  Revolving line of credit                                                                $  179,000                $  700,000
  Current maturities of long-term liabilities                                                  9,730                   138,090
  Accounts payable                                                                           899,888                   917,965
  Accrued salaries, benefits and commissions                                                 428,960                   327,707
  Accrued taxes                                                                              625,197                   303,105
  Accrued earn-out                                                                           248,573                   119,204
  Other current liabilities                                                                  249,139                   185,407
                                                                                          ----------                ----------
          Total current liabilities                                                        2,640,487                 2,691,478

  Other noncurrent liabilities                                                                     -                     9,727
                                                                                          ----------                ----------
          Total liabilities                                                                2,640,487                 2,701,205

COMMITMENTS AND CONTINGENCIES (Notes 11 and 12)


SHAREHOLDERS' EQUITY:
  Common stock ($.001 par value; 10,000,000 shares authorized and
          2,688,343 shares issued)                                                             2,688                     2,688
  Additional paid-in capital                                                               6,451,008                 6,450,360
  Accumulated earnings (deficit)                                                             387,878                  (538,726)
  Treasury stock at cost, (339,735 and 351,610 shares, respectively)                        (607,200)                 (628,456)
                                                                                          ----------                ----------
          Total shareholders' equity                                                       6,234,374                 5,285,866
                                                                                          ----------                ----------
          Total liabilities and
            shareholders' equity                                                          $8,874,861                $7,987,071
                                                                                          ==========                ==========
</TABLE>










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



                                      F-4
<PAGE>   21


                           COHESANT TECHNOLOGIES INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                 FOR THE YEARS ENDED NOVEMBER 30, 2000 AND 1999

<TABLE>
<CAPTION>
                                                            2000                 1999
                                                        ------------         ------------

<S>                                                     <C>                  <C>
NET SALES                                               $ 15,820,077         $ 14,191,450
COST OF SALES                                              8,945,458            7,930,515
                                                        ------------         ------------
          Gross profit                                     6,874,619            6,260,935

RESEARCH, DEVELOPMENT AND ENGINEERING EXPENSES             1,070,845              969,958
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES               4,607,182            4,250,152
                                                        ------------         ------------
TOTAL OPERATING EXPENSES                                   5,678,027            5,220,110

          Income from operations                           1,196,592            1,040,825

OTHER INCOME (EXPENSE):
  Interest expense                                           (70,907)            (116,689)
  Interest income                                                  -                7,580
  Equity in earnings of unconsolidated affiliate             107,653               39,428
  Other income, net                                          152,835              144,106
                                                        ------------         ------------

INCOME FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES                                               1,386,173            1,115,250

INCOME TAX PROVISION                                        (459,569)            (222,338)
                                                        ------------         ------------

INCOME FROM CONTINUING OPERATIONS                            926,604              892,912

DISCONTINUED OPERATIONS (NOTE 13)                                  -             (225,000)
                                                        ------------         ------------

NET INCOME                                              $    926,604         $    667,912
                                                        ============         ============

NET INCOME (LOSS) PER SHARE BASIC
     CONTINUING OPERATIONS                              $       0.40         $       0.38
     DISCONTINUED OPERATIONS                                       -                (0.10)
                                                        ------------         ------------
  NET INCOME PER SHARE                                  $       0.40         $       0.28
                                                        ============         ============

NET INCOME (LOSS) PER SHARE DILUTED
     CONTINUING OPERATIONS                              $       0.39         $       0.37
     DISCONTINUED OPERATIONS                                       -                (0.09)
                                                        ------------         ------------
  NET INCOME PER SHARE                                  $       0.39         $       0.28
                                                        ============         ============

AVERAGE SHARES OF COMMON STOCK OUTSTANDING
  BASIC                                                    2,342,125            2,354,895
                                                        ============         ============
  DILUTED                                                  2,402,264            2,388,978
                                                        ============         ============
</TABLE>





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


                                      F-5
<PAGE>   22




                           COHESANT TECHNOLOGIES INC.

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                 FOR THE YEARS ENDED NOVEMBER 30, 2000 AND 1999

<TABLE>
<CAPTION>
                                                         Additional       Accumulated                            Total
                                          Common          Paid-in          (Deficit)         Treasury        Shareholders'
                                          Stock           Capital           Earnings          Stock             Equity
                                       -----------      -----------      -----------       -----------       -----------
<S>                                    <C>              <C>              <C>               <C>               <C>
BALANCE, November 30, 1998             $     2,688      $ 6,450,360      $(1,206,638)      $  (505,754)      $ 4,740,656


  Repurchase of  132,900 shares
      of common stock                            -                -                -          (224,053)         (224,053)
  Sold 61,890 shares to company
      sponsored 401k                                                                           101,351           101,351
  Net income                                     -                -          667,912                 -           667,912

BALANCE, November 30, 1999             $     2,688      $ 6,450,360      $  (538,726)      $  (628,456)      $ 5,285,866

Exercise of stock options, 11,875
      shares                                     -              648                -            21,256            21,904
Net income                                       -                -          926,604                 -           926,604
                                       -----------      -----------      -----------       -----------       -----------
BALANCE, November 30, 2000             $     2,688      $ 6,451,008      $   387,878       $  (607,200)      $ 6,234,374
                                       ===========      ===========      ===========       ===========       ===========
</TABLE>


































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



                                      F-6
<PAGE>   23


                           COHESANT TECHNOLOGIES INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED NOVEMBER 30, 2000 AND 1999
<TABLE>
<CAPTION>
                                                                                  2000                        1999
                                                                         -----------------------     -----------------------
<S>                                                                          <C>                         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                                 $  926,604                  $  667,912
  Adjustments to reconcile net income
    to net cash used in continuing operations-
      Loss from discontinued operations                                            -                        225,000
      Depreciation and amortization                                             286,689                     291,225
      Deferred tax provision (benefit)                                          100,900                    (108,600)
      Provision for doubtful accounts                                            47,000                     133,229
      Equity in income of unconsolidated affiliate                             (107,653)                    (39,428)
      Net change in current assets and current liabilities-
          Accounts receivable                                                  (871,543)                   (537,150)
          Inventories                                                          (348,210)                     31,108
          Prepaid expenses and other                                             11,729                       7,035
          Accounts payable                                                      (18,077)                   (139,788)
          Other current liabilities                                             260,936                     289,558
          Increase in other noncurrent assets                                    (3,981)                       (819)
          Decrease in other noncurrent liabilities                               (9,727)                   (138,933)
                                                                         -----------------------     -----------------------
          Net cash provided by continuing operations                            274,667                     680,349
          Net cash used in discontinued operations                                 -                       (216,653)
                                                                         -----------------------     -----------------------
          Net cash provided by operating activities                             274,667                     463,696
                                                                         -----------------------     -----------------------

CASH FLOWS PROVIDED BY (USED IN) INVESTING
  ACTIVITIES:
  Patent additions                                                              (19,359)                     (8,610)
  Property and equipment additions                                             (141,434)                   (172,098)
  Release of restricted, temporary investment                                      -                        215,617
  Payments from unconsolidated affiliate and other                              114,803                      53,796
                                                                         -----------------------     -----------------------
          Net cash provided by (used in) investing activities                   (45,990)                     88,705
                                                                         -----------------------     -----------------------

CASH FLOWS USED IN FINANCING ACTIVITIES:
  Payments under revolving line of credit                                      (521,000)                   (168,472)
  Principal payments under capital lease obligations                            (21,423)                    (28,299)
  Proceeds from exercise of stock options                                        21,904                        -
  Proceeds from sale of treasury stock                                             -                        101,351
  Purchase of treasury stock                                                       -                       (224,053)
                                                                         -----------------------     -----------------------
          Net cash used in financing activities                                (520,519)                   (319,473)
                                                                         -----------------------     -----------------------

NET INCREASE (DECREASE) IN CASH                                                (291,842)                    232,928
CASH, beginning of  period                                                      352,895                     119,967
                                                                         -----------------------     -----------------------
CASH, end of period                                                          $   61,053                  $  352,895
                                                                         =======================     =======================
SUPPLEMENTAL DISCLOSURES:
  Cash paid during the year for-
    Interest                                                                 $   70,907                  $  116,689
                                                                         =======================     =======================
    Income taxes                                                             $   29,749                  $   27,833
                                                                         =======================     =======================
</TABLE>


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



                                      F-7
<PAGE>   24

                           COHESANT TECHNOLOGIES INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           NOVEMBER 30, 2000 AND 1999


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
spray finishing and coating application equipment, replacement parts and
supplies used in the operation of the equipment and 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. The former adhesives,
private label and toll manufacturing operations of American Chemical Company
("ACC") also have been included in the accompanying financial statements but are
presented as discontinued operations (Note 13). Intercompany accounts and
transactions have been eliminated. The Company's investment in an affiliate is
accounted for under the equity method (Note 5).

    b.   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 operation. 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. In determining diluted earnings per share, the common stock purchase
warrants, the underwriter's purchase option and related warrants (Note 4) were
not included in the calculation as they expired unexercised on November 30,
1999.



                                      F-8
<PAGE>   25

     c.  Statements of Cash Flows
         ------------------------

Certain noncash investing activities are described below:

During 2000 and 1999, the Company transferred $47,852 and $23,263 of inventory
to property and equipment, respectively. During 2000 and 1999, the Company
recorded a payable to the former owners of Raven and increased goodwill by
$248,573 and $119,204, respectively under its contingent purchase price
obligations.

     d.  Inventories
         -----------

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. An inventory reserve is
provided for obsolete and slow-moving inventory to reduce the carrying amount to
its estimated net realizable value. At November 30, 2000 and 1999, the net
carrying value of inventories consisted of the following:

                                                    2000            1999
                                               --------------   --------------

           Raw materials and parts               $2,922,544       $2,746,382
           Work-in-process                          258,400          215,419
           Finished goods                           486,574          405,359
                                                 ----------       ----------
                                                 $3,667,518       $3,367,160
                                                 ==========       ==========

      e.  Property, Plant and Equipment
          -----------------------------

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

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

Property, plant and equipment consist of the following:

                                                     2000             1999
                                               --------------   --------------
           Leasehold improvements                  $125,819         $115,690
           Machinery and equipment                1,156,623        1,030,519
           Displays, demos and lab equipment        275,537          232,886
                                               --------------     ----------
                                                  1,557,979        1,379,095
           Less accumulated deprecation          (1,005,918)        (796,992)
                                               --------------     ----------
                                                   $552,061         $582,103
                                               ==============     ==========

                                      F-9
<PAGE>   26

     f.  Intangible Assets
         -----------------

The initial purchase price in excess of the fair value of identifiable net
assets acquired of Raven, goodwill, is being amortized on a straight-line basis
over 17 years. Additional goodwill resulting from contingent purchase price
payments earned will be amortized on a straight-line basis over the remaining
life of the original 17-year period. The earn-out agreement provides for
contingent payments, not to exceed $600,000, payable in cash or the Company's
stock, based on the profitability of Raven over a four year period from the
December 1995, acquisition date. During 1999, the Company extended the earn-out
agreement for a one year period through fiscal 2000.

Legal and related external costs of 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 provided by use of the straight-line method over the
estimated future period of benefit (approximately 14 years).

     g.  Revenue Recognition
         -------------------

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

     h.  Research and Development
         ------------------------

The costs associated with research and development programs for new products and
significant improvements, which totaled approximately $1,070,845 and $969,958 in
2000 and 1999, respectively, are expensed as incurred.

     i.  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.

    j.  Impairment of Long-Lived Assets
        -------------------------------

The Company evaluates the carrying value of long-lived assets and long-lived
assets to be disposed of in accordance with SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of".
Under the provisions of the statement, the Company continually evaluates its
long-lived assets in light of events and circumstances that may indicate that
the remaining estimated useful life may warrant revision or that the remaining
value may not be recoverable. When factors indicate that long-lived assets
should be evaluated for possible impairment, the Company uses an estimate of the
related cash flows over the remaining life of the asset in measuring whether
that asset is recoverable. To the extent an


                                      F-10
<PAGE>   27

impairment has occurred, the excess of the carrying value of the long-lived
assets over their estimated recoverable value will be charged to operations.

     k.  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.

     l.  New Accounting Standards
         ------------------------

In June 1998, the FASB issued SFAS No. 133, which establishes accounting and
reporting standards for a comprehensive and consistent standard for the
recognition and measurement of derivatives and hedging activities. The new
statement requires all derivatives to be recorded in the balance sheet as either
an asset or liability measured at its fair value. As the Company does not
utilize derivative instruments, this statement did not impact the Company's
financial position or results of operations.

3.       STOCK OPTION PLAN
         -----------------

The Company has adopted a Stock Option Plan (the "Option Plan") to provide for
the grant of options to purchase shares of common stock to qualified employees
(including officers and directors). The exercise price of any options granted
under the plan shall be 100% of the fair market value of the common stock as of
the date of grant (or 110% of the fair market value of the common stock if the
grant is an "incentive stock option," as defined by the Internal Revenue Code,
to an employee who owns more than 10% of the Company's outstanding common
stock). Options must be exercised within five years of the date of grant.
However, certain options may be exercised immediately. The Company has reserved
250,000 shares of common stock for issuance upon exercise of stock options.
There were 34,000 and 39,000 options available for grant at November 30, 2000
and 1999, respectively.







                                      F-11
<PAGE>   28





Stock option activity under the Option Plan is as follows:

                                                NUMBER OF     WEIGHTED-AVERAGE
OPTIONS                                           SHARES       EXERCISE PRICE
-------                                         --------      ---------------
November 30, 1998                                211,500            $1.52
                  Canceled                        (6,000)           $5.00
                  Canceled                        (4,500)           $1.25
                                                ---------

November 30, 1999                                201,000            $1.42
                  Granted                         15,000            $2.83
                  Exercised                      (11,125)           $1.25
                  Exercised                         (750)           $1.56
                                                ---------

November 30, 2000                                204,125            $1.54

Shares Exercisable at November 30, 2000          156,625            $1.41
Shares Exercisable at November 30, 1999          122,500            $1.37

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

The Company adopted the disclosure requirements of Statement of Financial
Accounting Standards (SFAS) No. 123, "Accounting for Stock Based Compensation",
which considers stock options as compensation expense to the Company based on
their fair value at the date of the grant. The fair value of options granted
during 2000 was $1.92 per share. Had the compensation expense related to the
Option Plan been determined based on the fair value at date of grant, the
Company's net income and earnings per share would have been reduced to the pro
forma amounts indicated below:

                                                2000                 1999
                                                ----                 ----
                  Net Income:
                     As reported             $ 926,604             $ 667,912
                     Pro forma               $ 893,028             $ 617,989

                  Basic EPS:
                     As reported               $ 0.40                $ 0.28
                     Pro forma                 $ 0.38                $ 0.26

                  Diluted EPS
                     As reported               $ 0.39                $ 0.28
                     Pro forma                 $ 0.37                $ 0.26



                                      F-12
<PAGE>   29

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

                                                     2000
                                                     ----

                  Risk-free interest rate           6.12%
                  Expected life (years)                5
                  Expected volatility              78.82%

Expected dividend yields were zero for fiscal 2000 and 1999.


4.  WARRANTS
    --------

On December 7, 1994, the Company completed its initial public stock offering
("Offering") of 1,100,000 units ("Units") at $5.00 per Unit. In January 1995,
the underwriter acquired an additional 150,000 Units at $5.00 per Unit under
terms of the Offering's over-allotment option. Each Unit consists of one share
of common stock and one redeemable common stock purchase warrant ("Warrant").
The Warrants and common stock comprising the Units are immediately detachable
and separately transferable. Each Warrant entitles the holder to purchase one
share of common stock for $5.75 during the four-year period commencing one year
after the Offering. The underwriter's purchase option and all warrants issued
expired on November 30, 1999.


5.  INVESTMENT AND ADVANCES IN UNCONSOLIDATED AFFILIATE
    ---------------------------------------------------

On November 1, 2000, the Company purchased an additional one-third interest in
RTM Systems, Inc. ("RTM"), an Indiana corporation organized in 1989, for $1,000
bringing the Company's ownership in RTM to 67%. The Company is accounting for
its investment in RTM under the equity method of accounting as management
believes the Company's controlling interest is temporary. The impact of not
consolidating RTM on the operating results of the Company for the period ended
November 30, 2000, is immaterial. RTM's balance sheet at November 30, 2000,
primarily consisted of trade receivables and fixed assets totaling approximately
$60,000 and a payable to the Company totaling approximately $26,000.
Transactions between the Company and RTM did not have a material impact on the
Company's consolidated financial position or results of operations.

6.   LIABILITIES
     -----------

     a.  Revolving Line of Credit
         ------------------------

On May 1, 2000, the Company renewed its revolving line of credit agreement. This
$3,500,000 credit facility is subject to a borrowing base and accrues interest
at the bank's prime lending rate (9.50% as of November 30, 2000). The credit
facility is fully secured by a lien on all the assets of the Company. The credit
facility expires on May 1, 2001.


                                      F-13
<PAGE>   30

This agreement requires that the Company meet certain covenants including
financial ratios. As of November 30, 2000, the Company was in compliance with
the financial covenants. As of November 30, 2000, the outstanding balance under
this agreement was $179,000.

     b.  Capital Leases
         --------------

The Company leases certain machinery and equipment under agreements, which are
classified as capital leases. Future minimum payments, by year, under these
noncancellable capital leases consist of the following at November 30:

              Minimum lease payments:

                                                      2000             1999
                                                      ----             ----
                    Minimum lease payments             $0            $22,482

                    Less - Amount
                       representing interest            0             (1,059)
                                                    ---------      -----------

                    Present value of future
                        minimum lease payments         $0            $21,423
                                                    =========      ===========


     c.  Other Liabilities
         -----------------

Other noncurrent liabilities, including capital lease obligations, consist of
the following at November 30:

                                                   2000            1999
                                               ------------   --------------
Present value of lease payments                       $0          $21,423

Deferred income being amortized over
  contractual period not to compete                9,730          126,394
                                                --------         ---------
                                                   9,730          147,817
Less- Current portion                             (9,730)        (138,090)
                                                --------         ---------
Long-term portion                                     $0           $9,727
                                                -=======         =========

7.  RETIREMENT PLANS
    ----------------

The Company has a defined contribution profit sharing and saving 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 2000 and
1999 were $92,781 and $82,205, respectively.


                                      F-14
<PAGE>   31

8.  INCOME TAXES
    ------------

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

                                              2000               1999
                                       ----------------     ------------
CURRENT
  Federal                                   $248,084                 $0
  State                                      110,585                  0
  Other                                           -             330,938
                                            --------           --------
          Total current                      358,669            330,938

  Deferred                                   100,900           (108,600)
                                            --------           --------
INCOME TAX PROVISION                        $459,569           $222,338
                                            ========           ========

During 1999, no Federal or State income tax liability was provided due to the
utilization of net operating loss carryforwards and reversal of temporary
differences, which represent a reduction of taxable income for which valuation
allowances had been previously provided. However, the Company utilized certain
NOL's, which if certain events occur, could subject the Company to future
taxable income. As a result, an income tax reserve of $275,000 and $330,938
exists at November 30, 2000 and 1999, respectively.

The provision for income taxes for the year ended November 30, 2000, differs
from that computed at the Federal Statutory Corporate tax rate primarily due to
state income taxes, the utilization of NOL's for which a valuation allowance was
previously provided and changes in the previously discussed income tax reserve.

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



                                      F-15
<PAGE>   32

                                           2000               1999
                                       ----------------  -----------------
Deferred Tax Asset:
Financial reporting reserves not
  yet deductible                          $148,500           $85,200
Depreciation and amortization               24,800            15,500
Net operating loss carryforwards
  attributable to:
    ACC                                    337,000           382,500
    Cohesant                                 -                29,400
General business credits                     -               151,800
AMT credit carryforward                      -                11,700
                                          --------           --------
                                           510,300           676,100
Less- valuation allowance                 (337,000)         (401,900)
                                          --------          --------
NET DEFERRED TAX ASSET                    $173,300          $274,200
                                          ========          ========

At November 30, 2000 and 1999, for Federal income tax purposes, the Company has
net operating loss carryforwards (NOL's) totaling approximately $911,000 and
$1,113,200, respectively, which expire through 2012. The NOL amount includes
$911,000 of separate return limitation year (SRYL) NOL's whose annual
utilization is limited to approximately $4,000.

At November 30, 2000, management believes that there is risk that substantially
all of the NOL's may expire unused and, accordingly, has established a valuation
allowance against them. Realization of deferred tax assets associated with the
NOL's is dependent upon generating sufficient taxable income and other factors
prior to their expiration. Although realization is not assured for the remaining
deferred tax assets for which a valuation allowance has not been provided,
management believes it is more likely than not that they will be realized
through the future taxable earnings or alternative tax strategies.


9.  RELATED PARTY TRANSACTIONS
    --------------------------

The majority shareholder and Chairman of the Board of Directors is the owner of
Clarion Management Ltd., which provides management assistance and general
administrative support for the Company. Clarion Management Ltd. was paid
$52,000, during the fiscal years ended November 30, 2000 and 1999, respectively,
for management assistance and general administrative support.

10.  SEGMENT INFORMATION
     -------------------

The Company monitors its operations in two business segments: Equipment and
Parts and Coatings and Grouts. Certain corporate costs and income taxes are not
allocated to the business segments. Financial information for the Company's
business segments is as follows:


                                      F-16
<PAGE>   33

<TABLE>
<CAPTION>
                               Equipment &           Coatings       Discontinued
                                 Parts               & Grouts        Operations            Corporate       Consolidated
                                 -----               --------        ----------            ---------       ------------
<S>                          <C>                  <C>                 <C>                   <C>          <C>
Net Sales:
2000                         $ 12,719,431         $  3,100,646             $   -               $  -       $ 15,820,077
1999                           11,875,865            2,315,585                 -                  -         14,191,450

Depreciation and amortization:
2000                              194,153               92,472                 -                 64            286,689
1999                              206,552               84,609                 -                 64            291,225

Interest expense:
2000                                1,058                    -                 -             69,849             70,097
1999                                2,373                    -                 -            114,616            116,689

Income from continuing
operations before taxes:
2000                            1,578,257              373,613                 -           (565,697)         1,386,173
1999                            1,506,286               91,724                 -           (482,760)         1,115,250

Discontinued operations:
2000                                    -                    -                 -                  -                  -
1999                                    -                    -          (225,000)                 -           (225,000)

Identifiable assets:
2000                            6,511,931            2,111,684                 -            352,146          8,975,761
1999                            5,875,510            1,810,381                 -            301,180          7,987,071

Capital expenditures:
2000                               97,272               44,162                 -                  -            141,434
1999                              151,299               20,799                 -                  -            172,098

</TABLE>


The following table presents percentage of total revenues by region.

Region                                2000                       1999
-------                               -----                      ----
United States                          64%                        68%
Asia/Pacific Rim                       15                         11
Europe/Middle East                     15                         15
Other                                   6                          6
                              ----------------------    -----------------------
Total                                 100%                       100%


                                      F-17
<PAGE>   34


11.  COMMITMENTS
     -----------

The Company leases its office, manufacturing and warehouse facilities, a portion
of its office equipment and Company cars under noncancellable operating leases
expiring at various dates through November 2005. Future minimum rental payments
required under these noncancellable operating leases are summarized as follows:

                          Fiscal Year                    Amount
                          -----------                    ------
                             2001                       $328,910
                             2002                        267,276
                             2003                        235,719
                             2004                         23,345
                             2005                          3,432
                          Thereafter                           0
                                                      -----------
                                                       $ 858,682
                                                      ===========

Rent expense totaled $319,981 and $284,909 for the years ended November 30, 2000
and 1999, respectively.

12.  CONTINGENCIES
     -------------

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

A former employee of ACC filed a workers' compensation claim related to injuries
incurred in connection with the August 1996 fire at the St. Louis facility. In
the claim, the employee requested additional compensation, claiming ACC violated
a Missouri safety statute in connection with the occurrence of his injury. This
matter was settled during 1999 by the insurance company.


13.  DISCONTINUED OPERATIONS
     -----------------------

On November 30, 1997, the Company's Board of Directors signed an agreement to
sell certain assets of American Chemical Company's ("ACC") adhesive, private
label and toll manufacturing business and decided to account for such business
as a discontinued operation for all periods presented in accordance with
Accounting Principles Board No. 30, "Reporting the Results of Operations -
Reporting the Effects of a Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions."

On January 14, 1998 the Company, ACC and a third party completed the sale of
certain assets (inventory and certain intangibles) of the discontinued business
and executed a three-year non-compete agreement. The consideration received of
approximately $1,350,000. The purchase price includes $350,000 allocated to a
three-year non-compete agreement, which is being amortized to income over the
three-year term.


                                      F-18
<PAGE>   35

In November 1999, the Company contributed the ACC 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 environmental costs arising from or out of the
past, present or future condition of the site. As a measure of additional
protection, the Company obtained an environmental insurance policy. Management
believes the Company is adequately insured in the unlikely event of being
assessed a future liability.

In connection with the contribution of the ACC land and building to MLI, the
carrying value of the real estate and the direct costs associated therewith were
appropriately charged to discontinued operations in 1999. No related income tax
benefit was provided. Management was taking certain actions and incurred certain
costs to prepare the ACC land and building for sale. Prior to contribution, the
ACC land and building were held for sale.






                                      F-19
<PAGE>   36
                                   SIGNATURES

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

Dated:   February 9, 2001

                                         COHESANT TECHNOLOGIES INC.

                                    BY:  /s/ Morton A. Cohen
                                         --------------------------------------
                                         Morton A. Cohen
                                         Chairman of the Board of Directors

         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/ Morton A. Cohen         Chairman of the Board of           February 9, 2001
-------------------         Directors
Morton A. Cohen

/S/ Dwight D. Goodman       President and Chief                February 9, 2001
---------------------       Executive Officer (Principal
Dwight D. Goodman           Executive Officer) and Director

/s/ Michael L. Boeckman     Director                           February 9, 2001
-----------------------
Michael L. Boeckman

/s/ Morris H. Wheeler       Director                           February 9, 2001
---------------------
Morris H. Wheeler

/s/ Richard L. Immerman     Director                           February 9, 2001
-----------------------
Richard L. Immerman

/s/ Robert W. Pawlak        Chief Financial Officer            February 9, 2001
--------------------        (Principal Financial and
Robert W. Pawlak            Accounting Officer)
</TABLE>