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

For the fiscal year ended           November 30, 2001
                          -----------------------------------------------------

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

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

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

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

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

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

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

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

         State issuer's revenues for its most recent fiscal year. $16,391,583.

         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, 2002. $4,287,639.

         As of January 31, 2002, the Issuer had 2,541,232 shares of Common
Stock, $.001 par value, outstanding.

Documents incorporated by reference: None




<PAGE>


ITEM 1.  BUSINESS

(a)      GENERAL

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

         For the years ended November 30, 2001 and 2000, the Company had net
sales of $16,391,583 and $15,820,077, respectively, of which $11,387,525 and
$12,719,431, respectively, were for equipment systems, replacement parts and
supplies and $5,004,058 and $3,100,646, respectively, were for coating and grout
products.

         The Company, which was organized in 1994, conducts business through its
subsidiaries, Glas-Craft, Inc. ("GCI"), an Indiana corporation, and Raven Lining
Systems, Inc. ("Raven"), an Oklahoma corporation. As used herein, the term
"Company" includes the operations of Cohesant, and its wholly-owned subsidiaries
GCI and Raven, unless the context indicates otherwise.



                                       2
<PAGE>


(b)      NARRATIVE DESCRIPTION OF BUSINESS

PRODUCTS

Glas-Craft, Inc.

         GCI designs and manufactures a wide range of specialized 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 $5,795,629 and $6,857,830 for the fiscal years
ended November 30, 2001 and 2000, respectively, representing 35.4% and 43.4%,
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 6,800 items to enable it to efficiently fill orders and service
repairs. Net sales of replacement and spare parts and supplies amounted to
$5,591,896 and $5,861,601, representing 34.1% and 37.0% of net sales for the
fiscal years ended November 30, 2001 and 2000, respectively.

  Fiberglass reinforced plastic spray equipment. GCI's predecessor 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 are designed to reduce spray emissions and over spray 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 dispensing capabilities that further reduce VOC's. These products
include an internal mix gun and spray nozzle.




                                       3
<PAGE>

  Other multi-component spray equipment. The Company also designs and
manufactures spray and applications equipment systems for dispensing
polyurethane, polyurea and other multi-component materials and coatings. A
portion of these sales go to Original Equipment Manufacturers (OEM).
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. Net sales of AquataPoxy and Raven products amounted to $5,004,058
and $3,100,646, representing 30.5% and 19.6% of net sales for the fiscal years
ended November 30, 2001 and 2000, respectively.

  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.




                                       4
<PAGE>

         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 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.

MARKETING

  Distributors and Certified Applicators

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

         Generally, the products of GCI are sold through over 100 independent
domestic and international equipment distributors. Most of these distributors
are engaged in the sale of polyester resins and gel coats, fiberglass strand and
mat, polyurethane



                                       5
<PAGE>

foams and coatings and similar items. Many of the international distributors
sell only industrial equipment. For the fiscal years ended November 30, 2001 and
2000, GCI's ten largest distributors accounted for 32% and 47%, respectively, of
equipment system and replacement parts sales. Of the foregoing, five of the
distributors in both fiscal 2001 and 2000 were international based. GCI provides
training to the distributors and customers in the use of its equipment systems
and products.

         Raven markets its products, application and spray technology through
domestic and international independent distributors, manufacture representatives
and Certified Applicators. Raven presently has thirty-seven domestic Certified
Applicators and two international Certified Applicators. For the fiscal years
ended November 30, 2001 and 2000 Raven's ten largest Certified Applicators
accounted for 58% and 63%, 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.

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



                                       6
<PAGE>
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
twelve full-time and one part-time employees devoted to engineering, research
and development. Virtually all of the products marketed by the Company were
developed internally, either by the Company or its predecessors. Research,
development and engineering expenses for the fiscal years ended November 30,
2001 and 2000 were $1,132,521 and $1,070,845, respectively, or 6.9% and 6.8%,
respectively of net sales. The Company expects this level of research,
development and engineering expense to continue or slightly increase in the
future.

GOVERNMENT REGULATION

         The Company is subject to regulations administered by the EPA, OSHA,
various state agencies, county and local authorities acting in cooperation with
Federal and state authorities and



                                       7
<PAGE>

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

         The Company has in place programs to achieve and maintain substantial
compliance with the currently existing environmental and worker exposure laws
and regulations, which materially affect the Company's continuing businesses. As
of the date of this Report, based on its experience and consultations with
environmental consultants, management believes that the Company is taking or has
taken all necessary measures to comply with 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
international governments. There can be no assurance that the Company will be in
compliance with or achieve compliance with laws and regulations enacted by
international governments in the future.

PATENTS, TRADEMARKS AND PROPRIETARY INFORMATION

         The Company holds seven U.S. patents and three U.S. patent
applications, all of which are applicable to the Company's specialized
two-component spray finishing and coating application equipment. No single
patent is material to the Company. The Company's patents expire at various times
in the future, none which exceed seventeen years.

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




                                       8
<PAGE>


EMPLOYEES

         As of January 18, 2002, the Company employed approximately 70 full time
and 2 part time persons, 18 of whom are in sales, 9 are in engineering, 6 are in
research and development and service, 3 are in quality control, 23 are in
manufacturing and 13 are in accounting and administration. The Company believes
its relations with its employees are good.

ITEM 2.  PROPERTIES

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

ITEM 3.  LEGAL PROCEEDINGS

      Graves Spray Supply, Inc. (Graves), the parent company of Magnum-Venus
Products, filed a lawsuit in federal court, in the Middle District of Florida,
against the Company's GCI subsidiary on December 19, 2001, under the patent laws
of the United States. The claim asserts GCI's spray nozzle infringes certain
patent claims held by Graves. Graves seeks damages, injunction of future
production, and legal fees. The Company intends to vigorously defend the suit
and believes the suit is without merit. Nevertheless, in an effort to minimize
the cost of litigation the Company is currently in preliminary settlement
discussions with Graves.

         In November 1999, following the sale of certain assets of the Company's
American Chemical Company ("ACC") subsidiary, ACC contributed its land and
building to Marine Learning Institute ("MLI"), a not-for-profit environmental
educational organization operating under section 501(c)(3) of the United States
Internal Revenue Code. In connection with the contribution agreement, MLI
indemnified the Company and agreed to assume any environmental costs arising
from or out of the past, present or future condition of the site. As an
additional measure of protection, the Company obtained a supplemental
environmental insurance policy. Recently, the Missouri Attorney General's office
has raised questions regarding the status of the contributed land. Management is
currently evaluating the situation and has advised MLI of the Missouri Attorney
General's concerns.




                                       9
<PAGE>

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


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

         No matters were submitted to a vote of the Company's stockholders
during the fourth quarter of the fiscal year ended November 30, 2001.

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.

         MORRIS H. WHEELER has been a Director of the Company since 1996 and
Chief Executive Officer and President since January 2002. In 1999, Mr. Wheeler
founded Drummond Road LLC, an investment management company involved in the
management of the venture capital portfolio of Clarion Capital
Corporation("Clarion"). Prior to founding Drummond Road, from April 1998 to
June 1999, Mr. Wheeler was the founder and Chief Executive Officer of
sputnik7.com (formerly BlueTape, LLC), an Internet media company, which won a
Webby for Music Entertainment. Prior to April 1998, Mr. Wheeler served in
various executive capacities with Clarion Capital. He also served as President
of Clarion Management Ltd., an investment management and consulting company
from April 1996 to April 1998. Mr. Wheeler holds a degree in economics from the
University of Massachusetts at Amherst and a J.D. from the Yale Law School and
is the son-in-law of Morton A. Cohen, the Company's major beneficial
shareholder.

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

         RICHARD A. MORDARSKI has been an executive officer of the Company since
June 1998 and has been President of GCI since May



                                       10
<PAGE>

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.


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, 2001, as reported by Nasdaq. Bid quotations represent high and low
prices quoted between dealers, do not reflect retail mark-up, mark-down or
commission, and do not necessarily represent actual transactions.

<TABLE>
<CAPTION>

COMMON STOCK                                                                                 Bid Price
------------                                                                                 ---------
                                                                                    High                    Low
                                                                                    ----                    ---
<S>                                                                             <C>                     <C>
                           Year Ended November 30, 2000
                           ----------------------------
                                 First Quarter                                      $3.69                   $2.13
                                 Second Quarter                                      3.72                    2.63
                                 Third Quarter                                       3.75                    2.31
                                 Fourth Quarter                                      3.13                    2.19

                           Year Ended November 30, 2001
                           ----------------------------
                                 First Quarter                                      $3.00                   $2.25
                                 Second Quarter                                      2.94                    1.78
                                 Third Quarter                                       2.80                    2.17
                                 Fourth Quarter                                      3.74                    2.35
</TABLE>


         On January 1, 2002, the Company had approximately 470 beneficial
holders of its Common Stock.




                                       11
<PAGE>

         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.

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


RESULTS OF OPERATIONS

         Fiscal Year Ended November 30, 2001 as compared to Fiscal Year Ended
November 30, 2000

         Net sales for the fiscal year ended November 30, 2001, were $16,391,583
representing an increase of $571,506 or 3.6%, from fiscal 2000 net sales of
$15,820,077. The increase consisted of an $1,903,412 or 61.4% increase in net
sales of specialty coating and grout products to $5,004,058 in fiscal 2001. This
increase was a result of increased sales to existing Certified Applicators as
well as sales to new Certified Applicators. Equipment and parts net sales
decreased to $11,387,525, an $1,331,906 or 10.5% decrease from fiscal 2000 net
sales. This decrease was primarily a result of decreased sales of fiberglass
equipment and parts and to a lesser extent a decrease in polyurethane equipment
and OEM equipment and part sales. International equipment and parts net sales
decreased 17%, whereas domestic equipment and parts net sales decreased 4%. The
decrease in international sales was primarily a result of decreased sales to
Europe/Middle East, Asia/Pacific Rim and, to a lesser extent, South America.

         The Company's gross margin increased to $7,405,291, or 45.2% of net
sales, in fiscal 2001 from $6,874,619, or 43.5% of net sales, in fiscal 2000.
The increase in dollars and margin percentage were due to the increased sales
volume and the favorable product mix of specialty grout and epoxy products,
which have higher margins.

         Research, development and engineering expenses were $1,132,521 and
$1,070,845 for the fiscal years ended November 30, 2001 and 2000, respectively.
This increase of $61,676, or 5.8% was primarily attributable to higher personnel
costs at GCI.

         Selling, general and administrative expenses for the fiscal years ended
November 30, 2001 and 2000, were $4,644,335 and $4,607,182, respectively,
representing a slight increase of $37,153 or less than 1%.

         Other income, net of other expenses for the fiscal year ended November
30, 2001, decreased $151,736 from the fiscal 2000



                                       12
<PAGE>

period. This decrease was a result of income generated for a three-year
non-compete agreement being fully amortized in 2000 and the elimination of
income from the previously unconsolidated affiliate, offset by reduced interest
expense.

         Our effective tax rate for the year ended November 30, 2001 and 2000
was 36% and 33%, respectively. The increase in the effective tax rate in the
year ended November 30, 2001 primarily resulted from the utilization of NOL's
during fiscal year 2000 for which a valuation allowance was previously provided
and changes in an income tax reserve.


LIQUIDITY AND CAPITAL RESOURCES

         On April 1, 2001, the Company renewed its revolving line of credit
agreement with a bank. This $3,500,000 credit facility accrues interest at the
bank's prime lending rate. The credit facility is fully secured by a lien on all
the assets of the Company and its operating subsidiaries. The credit facility
expires on May 1, 2002. The Company does not foresee any problems renewing this
facility or obtaining an equivalent facility from another lender, if necessary.
Among other restrictions, the credit facility requires that the Company meet
certain covenants including financial ratios. As of November 30, 2001, the
Company was in compliance with the covenants and financial ratios and did not
have a balance outstanding under this facility.

         In September 2001, the Company announced a 250,000 share repurchase
program. Through January 31, 2002, the Company has not repurchased any shares
under this program.

         As of November 30, 2001, the Company's working capital increased to
$5,972,721 from $4,571,081 at November 30, 2000 and includes cash of $1,119,311.
The increase in working capital was primarily due to cash generated from
operations.

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

         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.




                                       13
<PAGE>


NEW ACCOUNTING STANDARD

         In 2001, the FASB issued four new statements of financial accounting
standards: SFAS No. 141, "Business Combinations" (SFAS 141), SFAS No. 142,
"Goodwill and Other Intangible Assets" (SFAS 142), SFAS No. 143, "Accounting for
Asset Retirement Obligations" (SFAS 143) and SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" (SFAS 144). The Company is
currently reviewing these pronouncements and their effect, if any, on the
Company's operating results or financial position. See Note 2.m to the
Consolidated Financial Statements.

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.


                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

<TABLE>
<CAPTION>

                                                                                                        DIRECTOR
                NAME                                  PRINCIPAL OCCUPATION AND AGE                        SINCE
                ----                                  ----------------------------                        -----
<S>                                   <C>                                                               <C>
Morton A. Cohen                        Chairman and Chief Executive Officer of Clarion Corp.; age
                                       66                                                                 1994

Dwight D. Goodman                      Chairman; age 68                                                   1994

Michael L. Boeckman                    Chief Financial Officer and Administrative Partner of
                                       Cohen & Co.; age 55                                                1994

Richard L. Immerman                    Co-Owner of Functional Products Inc.; age 51                       1998

Morris H. Wheeler                      President and Chief Executive Officer; Age 41
                                                                                                          1996
</TABLE>




                                       14
<PAGE>

         MORTON A. COHEN has been a Director of the Company since 1994. From
July 1994 until December 2001, Mr. Cohen had been the Chairman of the Board and
served as the Company's Chief Executive Officer from 1994 to January 1998. Mr.
Cohen has been Chairman of the Board of Directors and Chief Executive Officer of
Clarion Capital Corporation ("Clarion"), a private, small business investment
company, for more than five years. He is also a director of Zemex Corporation,
an industrial minerals company and DHB Capital Group, Inc., a holding company
with a diversified portfolio. Mr. Cohen is the father-in-law of Morris H.
Wheeler.

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

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

         RICHARD L. IMMERMAN has been a Director of the Company since 1998. Mr.
Immerman is a co-owner of Functional Products Inc., a specialty chemical
company, a position he has held for over five years.

         MORRIS H. WHEELER has been a Director of the Company since 1996 and
Chief Executive Officer and President since January 2002. In 1999, Mr. Wheeler
founded Drummond Road LLC, an investment management company involved in the
management of the venture capital portfolio of Clarion Capital Corporation.
Prior to founding Drummond Road, from April 1998 to June 1999, Mr. Wheeler was
the founder and Chief Executive Officer of sputnik7.com (formerly BlueTape,
LLC), an Internet media company, which won a Webby for Music Entertainment.
Prior to April 1998, Mr. Wheeler served in various executive capacities with
Clarion Capital. He also served as President of Clarion Management Ltd., an
investment management and consulting company from April 1996 to April 1998. Mr.
Wheeler holds a degree in economics from the University of Massachusetts at
Amherst and a J.D. from the Yale Law School and is the son-in-law of Morton A.
Cohen, the Company's major beneficial shareholder.




                                       15
<PAGE>



ITEM 10. EXECUTIVE COMPENSATION

         The following table sets forth information relating to the annual and
long-term compensation for the fiscal years ended November 30, 2001, 2000, 1999
for the Chief Executive Officer and the other two most highly compensated
executives of the Company. No other executive officer received compensation in
excess of $100,000 during such year.

<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

                                                                                        LONG TERM
                                                                                       COMPENSATION
                                                  ANNUAL COMPENSATION                     AWARDS
                                    ------------------------------------------------      ------

                                                                                        SECURITIES
           NAME AND               FISCAL                                OTHER ANNUAL     UNDERLYING            ALL OTHER
       PRINCIPAL POSITION          YEAR      SALARY         BONUS      COMPENSATION       OPTIONS             COMPENSATION
       ------------------          ----      ------         -----           (1)           (SHARES)                 (2)
                                                                            ---           --------                 ---

<S>                                <C>     <C>          <C>               <C>               <C>                   <C>
Dwight D. Goodman                  2001    $ 125,000    $ 36,000          $ 0               7,500                 $5,254
  President and Chief              2000      125,000    $ 36,000            0                 0                    4,849
  Executive Officer                2000      125,000      33,000            0                 0                    4,759

Richard A. Mordarski               2001      108,833      22,707            0              10,000                  4,452
  President -                      2000      103,650      32,000            0                 0                    4,139
  Glas-Craft, Inc.                 1999       96,219      30,000            0                 0                    3,835

J. Stewart Nance                   2001       93,450      96,500            0              13,000                  5,243
  President-Raven Lining           2000       89,000      58,023            0                 0                    3,274
  Systems, Inc.                    1999       82,888      39,500            0                 0                    3,327
</TABLE>

(1)      Excludes perquisites and other benefits, unless the aggregate amount of
         such compensation is greater than 10 percent of the total of annual
         salary and bonus reported for the named executive officer.
(2)      Corporate contributions to the Company's 401(k) Plan.

OPTION GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS)

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

<TABLE>
<CAPTION>

                                         Number of                % of Total           Exercise
                                         Securities             Options Granted        or Base
                                         Underlying             to Employees in         Price          Expiration
             Name                     Options Granted             Fiscal Year           ($/Sh)          Date (3)
             ----                     ---------------             -----------           ------          --------
<S>                                    <C>                        <C>                <C>          <C>
Dwight D. Goodman                         7,500 (1)                  4.5%               $ 3.20      11/3/2006
Richard A. Mordarski                     10,000 (2)                  6.0%               $ 3.20      11/3/2006
J. Stewart Nance                         13,000 (2)                  7.7%               $ 3.20      11/3/2006
</TABLE>

(1)      Mr. Goodman's options become exercisable in two equal annual
         installments commencing November 3, 2002, the anniversary of the date
         of the grant.



                                       16
<PAGE>

(2)      Options become exercisable in four equal annual installments commencing
         November 3, 2002, the anniversary of the date of the grant.
(3)      Options were granted for a term of five years, subject to earlier
         termination in certain events related to termination of employment.


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

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

<TABLE>
<CAPTION>

                                                                                                    Value of Unexercised
                                                                Number of Unexercised               In-The-Money Options
                                                             Options at November 30, 2001           at November 30, 2001
                                                             ----------------------------           --------------------
                                 SHARES
                               ACQUIRED ON       VALUE
           NAME                 EXERCISE       REALIZED    EXERCISABLE      UNEXERCISABLE      EXERCISABLE      UNEXERCISABLE
           ----                 --------       --------    -----------      -------------      -----------      -------------

<S>                            <C>            <C>            <C>                <C>              <C>             <C>
Dwight D. Goodman                15,000         $10,500        22,500             7,500            $39,150         $  750
Richard A. Mordarski             10,000           6,900         9,750            13,250             16,965            6,655
J. Stewart Nance                 10,000           6,900         7,500            15,500             13,050            5,650
</TABLE>



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT

         The following table sets forth, as of January 31, 2002, certain
information concerning those persons known to the Company, based on information
obtained from such persons, with respect to the beneficial ownership (as such
term is defined in rule 13d-3 under the Securities Exchange Act of 1934, as
amended) of shares of common stock of the Company by (i) each person known by
the Company to be the owner of more than 5% of the outstanding shares; (ii) each
Director, (iii) each executive officer named in the Summary Compensation Table
and (iv) all Directors and executive officers as a group:

<TABLE>
<CAPTION>

                                                                                        PERCENTAGE OF
              NAME AND ADDRESS                       AMOUNT AND NATURE OF                OUTSTANDING
            OF BENEFICIAL OWNER                      BENEFICIAL OWNERSHIP               SHARES OWNED
            -------------------                      --------------------               ------------
<S>                                                 <C>                                <C>
Morton A. Cohen
1801 East 9th Street
Cleveland, Ohio 44114                                   1,372,405(1)(2)                     53.8%

Clarion Capital Corporation
1801 East 9th Street
Cleveland, Ohio 44114                                   1,175,980                           46.3%

Michael L. Boeckman                                        14,000(2)                          *
</TABLE>



                                       17
<PAGE>

<TABLE>
<CAPTION>

<S>                                                 <C>                                <C>
Dwight D. Goodman                                          95,655(2)                         3.7%

Richard L. Immerman                                        39,500(2)                         1.5%

Morris H. Wheeler                                          45,500(2)                         1.8%

Richard A. Mordarski                                       54,333(3)                         2.1%

J. Stewart Nance                                         90,447(4)(5)                        3.5%

All directors and executive
officers as a group (8 persons)                         1,743,440(4)(6)                     66.3 %

* Represents less than 1%
</TABLE>


(1)      Includes 1,175,980 shares owned of record by Clarion Capital
         Corporation ("Clarion"), an entity of which Mr. Cohen is a principal.
(2)      Includes shares issuable upon exercise of options exercisable within 60
         days of the date hereof as follows: Mr. Cohen 10,500 shares, Mr.
         Boeckman 5,000 shares, Mr. Immerman 7,500 shares, Mr. Goodman 22,500
         shares, Mr. Wheeler 17,500 shares.
(3)      Includes 13,000 shares issuable upon exercise of options exercisable
         within 60 days of the date hereof. Includes 5,333 shares owned in the
         Company sponsored 401k Plan as of January 31, 2002.
(4)      Includes 825 shares owned by children of Mr. Nance.
(5)      Includes 10,000 shares issuable upon exercise of options exercisable
         within 60 days of the date hereof. Includes 33,099 shares owned in the
         Company sponsored 401k Plan as of January 31, 2002.
(6)      Includes 89,000 shares issuable upon exercise of options exercisable
         within 60 days of the date hereof. Includes 41,514 shares owned in the
         Company sponsored 401k Plan as of January 31, 2002.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The Company has entered into a two-year Employment Agreement, effective
December 1, 2002, with Morris H. Wheeler, its new Chief Executive Officer. Under
the terms of the Agreement, receives a salary of $75,000, adjusted annually for
inflation. Mr. Wheeler also received an option to purchase 50,000 shares of
Common Stock at $3.20 per share. One-quarter of the options vested immediately,
with the balance vesting in equal quarterly installments over the next three
years. In the event




                                       18
<PAGE>

of Mr. Wheeler's termination of employment following a Change-in-Control of the
Company (as defined in the Agreement), he would receive a severance payment
equal to two times his base salary. The Company also pays an administrative fee
of $50,000 per annum to an entity contolled by Mr. Wheeler for the provision of
office space and clerical and other services for Mr. Wheeler.

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

         The Company has a Financial Advisory Agreement with Clarion pursuant to
which Clarion provides management support. Clarion receives a quarterly fee of
$13,000. Under the agreement, Clarion also performs additional specific
projects, as requested. Under the agreement, Clarion received $52,000 in fiscal
2001.

         An option, vesting over two years, for 5,000 shares with an exercise
price of $3.20 was granted in November 2001 to Richard Immerman for consulting
services rendered to the Company.



                                       19
<PAGE>


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

         (a)      Exhibits

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

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

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

            #4.2  Amendment to Credit and Security Agreement, dated April 1,
                  2001, by and between the Company and Union Planters Bank,
                  N.A., the successor to NBD Bank, N.A.

          **10.1  The Company's 1994 Employee Stock Option Plan.

        ****10.2  Lease Agreement between Glas-Craft, Inc. and ProLogis North
                  Carolina Limited Partnership.

       *****10.5  Amendment to Lease Agreement between Glas-Craft, Inc. and
                  ProLogis North Carolina Limited Partnership.

            10.6  Employment agreement between Cohesant Technologies, Inc. and
                  Morris H. Wheeler.

            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 Exhibit 4.1 included in the
            Company's Quarterly report on Form 10-QSB for the quarter ended
            May 31, 1998.

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

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

         #  Incorporated herein by reference to Exhibit 4.2 included in the
            Company's Quarterly report on Form 10-QSB for the quarter ended
            May 31, 2001.

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



                                       20
<PAGE>


                           COHESANT TECHNOLOGIES INC.

                          INDEX TO FINANCIAL STATEMENTS



                                                                       Page
                                                                       ----

Report of Independent Public Accountants                               F-2
Consolidated Balance Sheets as of November 30, 2001 and
     2000                                                              F-3
Consolidated Statements of Operations for the Years Ended,
     November 30, 2001 and 2000                                        F-5
Consolidated Statements of Shareholders' Equity
     for the Years Ended November 30, 2001 and 2000                    F-6
Consolidated Statements of Cash Flows for the Years Ended
     November 30, 2001 and 2000                                        F-7
Notes to Consolidated Financial Statements                             F-8



                                      F-1


<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


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

We have audited the accompanying consolidated balance sheets of COHESANT
TECHNOLOGIES INC. (a Delaware corporation) and subsidiaries as of November 30,
2001 and 2000, and the related consolidated statements of operations,
shareholders' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Cohesant Technologies Inc. and
subsidiaries as of November 30, 2001 and 2000, and the results of their
operations and their cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States.




                                                   ARTHUR ANDERSEN LLP



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



                                      F-2
<PAGE>


                           COHESANT TECHNOLOGIES INC.

                           CONSOLIDATED BALANCE SHEETS

                        AS OF NOVEMBER 30, 2001 AND 2000

                                     ASSETS
<TABLE>
<CAPTION>

                                                                                         2001                     2000
                                                                                   ------------------       ------------------
<S>                                                                                     <C>                          <C>
ASSETS:
  Cash and cash equivalents                                                             $  1,119,311                 $  61,053
  Accounts receivable, net of allowance for doubtful accounts of $256,779 and
       $210,061, respectively                                                              3,143,152                 3,176,090
  Inventory                                                                                3,220,755                 3,667,518
  Prepaid expenses and other                                                                 238,683                   133,607
  Deferred tax assets                                                                        251,100                   173,300
                                                                                          ----------                ----------
       Total current assets                                                                7,973,001                 7,211,568

  Property, plant and equipment, net                                                         495,156                   552,061

  Investment in RTM Systems                                                                        -                    61,602
  Patents and other intangibles, net of accumulated amortization of $105,652
       and $101,561, respectively                                                            119,177                   123,828
  Goodwill, net of accumulated amortization of $293,800 and $217,392,
       respectively                                                                          840,254                   919,657
  Other noncurrent assets                                                                      1,558                     6,145
                                                                                          ----------                ----------
       Total assets                                                                       $9,429,146                $8,874,861
                                                                                          ==========                ==========
</TABLE>



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



                                      F-3
<PAGE>



                           COHESANT TECHNOLOGIES INC.

                           CONSOLIDATED BALANCE SHEETS

                        AS OF NOVEMBER 30, 2001 AND 2000

                      LIABILITIES AND SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                                                         2001                     2000
                                                                                   ------------------       ------------------
<S>                                                                                     <C>                     <C>
LIABILITIES:
  Revolving line of credit                                                                  $      -                $  179,000
  Current maturities of long-term liabilities                                                      -                     9,730
  Accounts payable                                                                           832,392                   899,888
  Accrued salaries, benefits and commissions                                                 492,841                   428,960
  Accrued taxes                                                                              380,900                   625,197
  Accrued earn-out                                                                                 -                   248,573
  Other current liabilities                                                                  294,147                   249,139
                                                                                          ----------                ----------
          Total current liabilities                                                        2,000,280                 2,640,487

COMMITMENTS AND CONTINGENCIES (Notes 11 and 12)

SHAREHOLDERS' EQUITY:
  Common stock ($.001 par value; 10,000,000 shares authorized and
          2,529,982 and 2,688,343 shares issued, respectively)                                 2,530                     2,688
  Additional paid-in capital                                                               5,971,480                 6,451,008
  Retained earnings                                                                        1,454,856                   387,878
  Treasury stock at cost, (339,735  shares at 11/30/00)                                            -                  (607,200)
                                                                                          ----------                ----------
          Total shareholders' equity                                                       7,428,866                 6,234,374
                                                                                          ----------                ----------
          Total liabilities and
            shareholders' equity                                                          $9,429,146                $8,874,861
                                                                                          ==========                ==========
</TABLE>









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




                                      F-4


<PAGE>

                           COHESANT TECHNOLOGIES INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                 FOR THE YEARS ENDED NOVEMBER 30, 2001 AND 2000

<TABLE>
<CAPTION>

                                                                                2001                           2000
                                                                       ------------------------      -----------------------

<S>                                                                        <C>                           <C>
NET SALES                                                                  $    16,391,583               $    15,820,077
COST OF SALES                                                                    8,986,292                     8,945,458
                                                                       ------------------------      -----------------------
          Gross profit                                                           7,405,291                     6,874,619

RESEARCH, DEVELOPMENT AND ENGINEERING EXPENSES                                   1,132,521                     1,070,845
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                                     4,644,335                     4,607,182
                                                                       ------------------------      -----------------------
TOTAL OPERATING EXPENSES                                                         5,776,856                     5,678,027

          Income from operations                                                 1,628,435                     1,196,592

OTHER INCOME (EXPENSE):
  Interest expense                                                                 (17,844)                      (70,907)
  Interest income                                                                    2,331                             -
  Equity in earnings of RTM Systems                                                      -                       107,653
  Other income, net                                                                 53,358                       152,835
                                                                       ------------------------      -----------------------

INCOME BEFORE TAXES                                                              1,666,280                     1,386,173

INCOME TAX PROVISION                                                              (599,302)                     (459,569)
                                                                       ------------------------      -----------------------

NET INCOME                                                                    $  1,066,978                    $  926,604
                                                                       ========================      =======================

EARNINGS PER SHARE BASIC                                                  $          0.44               $          0.40
                                                                       ========================      =======================

EARNINGS PER SHARE DILUTED                                                $          0.44               $          0.39
                                                                       ========================      =======================

AVERAGE SHARES OF COMMON STOCK OUTSTANDING
  BASIC                                                                          2,404,368                     2,342,125
                                                                       ========================      =======================
  DILUTED                                                                        2,442,339                     2,402,264
                                                                       ========================      =======================
</TABLE>





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


                                      F-5
<PAGE>


                           COHESANT TECHNOLOGIES INC.

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                 FOR THE YEARS ENDED NOVEMBER 30, 2001 AND 2000

<TABLE>
<CAPTION>

                                                              Additional         Retained                             Total
                                             Common            Paid-in           (Deficit)         Treasury       Shareholders'
                                             Stock             Capital           Earnings           Stock            Equity
                                         ---------------    ---------------    --------------    -------------   ----------------
<S>                                          <C>              <C>               <C>               <C>              <C>
BALANCE, November 30, 1999                   $2,688           $6,450,360        $(538,726)        $(628,456)       $5,285,866

Exercise of stock options and related
tax benefits, 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

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

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

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

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

Net income                                     -                   -            1,066,978              -            1,066,978
                                             ------           ----------        ---------         ---------        ----------
BALANCE, November 30, 2001                   $2,530           $5,971,480       $1,454,856         $    -           $7,428,866
                                             ======           ==========        ==========        =========        ==========
</TABLE>





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



                                      F-6

<PAGE>

                           COHESANT TECHNOLOGIES INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED NOVEMBER 30, 2001 AND 2000

<TABLE>
<CAPTION>

                                                                       2001              2000
                                                                   -----------       -----------
<S>                                                                <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                       $ 1,066,978       $   926,604
  Adjustments to reconcile net income
    to net cash used in continuing operations-
      Depreciation and amortization                                    321,043           286,689
      Loss on asset disposal                                            17,222               -
      Deferred tax provision (benefit)                                 (77,800)          100,900
      Provision for doubtful accounts                                   71,314            47,000
      Equity in loss (income) of RTM Systems                               -            (107,653)
      Net change in current assets and current liabilities-
          Accounts receivable                                           (5,712)         (871,543)
          Inventories                                                  399,955          (348,210)
          Prepaid expenses and other                                  (105,076)           11,729
          Accounts payable                                             (67,496)          (18,077)
          Other current liabilities                                   (401,821)          260,936
          Decrease (increase) in other noncurrent assets                 4,588            (3,981)
          Decrease in other noncurrent liabilities                         -              (9,727)
                                                                   -----------       -----------
          Net cash provided by operating activities                  1,223,195           274,667

CASH FLOWS USED IN INVESTING ACTIVITIES:
  Patent additions                                                     (18,949)          (19,359)
  Property and equipment additions                                     (94,502)         (141,434)
  Payments from RTM Systems                                                -             114,803
                                                                   -----------       -----------
          Net cash provided by (used in) investing activities         (113,451)          (45,990)
                                                                   -----------       -----------

CASH FLOWS USED IN FINANCING ACTIVITIES:
  Payments under revolving line of credit                             (179,000)         (521,000)
  Principal payments under capital lease obligations                       -             (21,423)
  Proceeds from exercise of stock options                              127,514            21,904
                                                                   -----------       -----------
          Net cash used in financing activities                        (51,486)         (520,519)
                                                                   -----------       -----------

NET INCREASE (DECREASE) IN CASH                                      1,058,258          (291,842)
CASH, beginning of period                                               61,053           352,895
                                                                   -----------       -----------
CASH, end of period                                                $ 1,119,311       $    61,053
                                                                   ===========       ===========
SUPPLEMENTAL DISCLOSURES:
  Cash paid during the year for-
    Interest                                                       $    17,844       $    70,907
                                                                   ===========       ===========
    Income taxes                                                   $   897,000       $    29,749
                                                                   ===========       ===========
</TABLE>





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


                                      F-7

<PAGE>

                           COHESANT TECHNOLOGIES INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           NOVEMBER 30, 2001 AND 2000


1.  NATURE OF BUSINESS
    ------------------

Cohesant Technologies Inc. and its subsidiaries (the "Company" or "Cohesant")
are engaged in the design, development, manufacture and sale of specialized
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, and GCI's 67% owned
subsidiary RTM Systems. In 2000, the Company's investment in RTM Systems was
accounted for under the equity method of accounting. Intercompany accounts and
transactions have been eliminated.

    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 operations. Basic earnings per share is computed by
dividing net income available to common shareholders by the weighted-average
number of common shares outstanding for the period. Diluted earnings per share
is computed based upon the weighted average shares that would have been
outstanding if all dilutive potential common shares would have been converted
into shares at the earliest date possible. In determining diluted earnings per
share, stock options were included in the calculation as their effect was
dilutive.



                                      F-8
<PAGE>

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

Certain noncash investing activities are described below:

During 2001 and 2000, the Company transferred $46,808 and $47,852 of inventory
to property and equipment, respectively. During 2000, the Company recorded a
payable to the former owners of Raven and increased goodwill by $248,573 under
its contingent purchase price obligation. The amount was paid in full during
2001.

     d.  Cash and Cash Equivalents
         -------------------------

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

     e.  Inventory
         ---------

Inventories are stated at the lower of cost or market, with cost determined
using the first-in, first-out method. Inventory costs include raw material,
labor (including material handling) and overhead costs. 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, 2001 and 2000, the net
carrying value of inventory consisted of the following:

                                 2001                    2000
                           -----------------       ------------------

Raw materials and parts       $2,507,598               $2,922,544
Work-in-process                  215,426                  258,400
Finished goods                   497,731                  486,574
                              ----------               ----------
                              $3,220,755               $3,667,518
                              ==========               ==========

     f.  Property, Plant and Equipment
         -----------------------------

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

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



                                      F-9

<PAGE>


Property, plant and equipment consist of the following:

<TABLE>
<CAPTION>

                                                       2001                     2000
                                                 -----------------        ------------------
<S>                                              <C>                       <C>
           Leasehold improvements                    $137,636                  $125,819
           Machinery and equipment                  1,251,243                 1,156,623
           Displays, demos and lab equipment          354,716                   275,537
                                                 -----------------        ------------------
                                                    1,743,595                 1,557,979
           Less accumulated deprecation            (1,248,439)               (1,005,918)
                                                 -----------------        ------------------
                                                  $   495,156               $   552,061
                                                 =================        ==================
</TABLE>

     g.  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 is being amortized on a straight-line basis over the remaining
life of the original 17-year period. Effective December 1, 2001 the Company
elected to adopt SFAS 142, and as a result will cease amortizing goodwill (See
note 2.m). The earn-out agreement which ended in 2000 provided for contingent
payments, payable in cash or the Company's stock, based on the profitability of
Raven and resulted in total payments of $483,746.

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

    h.  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.

    i.  Research and Development
        ------------------------

The costs associated with research and development programs for new products and
significant improvements, which totaled $1,132,521 and $1,070,845 in 2001 and
2000, respectively, are expensed as incurred.

    j.  Income Taxes
        ------------

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



                                      F-10

<PAGE>

    k.  Impairment of Long-Lived Assets
        -------------------------------

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

   l.  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.

  m.    New Accounting Standards
        ------------------------

The FASB issued two new statements of financial accounting standards in July
2001: SFAS No. 141, "Business Combinations" (SFAS 141), and SFAS No. 142,
"Goodwill and Other Intangible Assets" (SFAS 142). These interrelated standards
change the accounting for business combinations and goodwill in two significant
ways. SFAS 141 requires that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001. SFAS 142 changes the
accounting for goodwill from an amortization approach to an impairment-only
approach. Goodwill is to be tested for impairment at a reporting unit level at
least annually. SFAS 142 also changes certain aspects of accounting for
intangible assets; however, excluding goodwill, the company does not have any
significant intangible assets with indefinite lives.

The adoption of SFAS 141 will not materially impact the Company's financial
position or results of operations. As required by SFAS 142, amortization of
goodwill which approximates $76,000 per year, will cease on December 1, 2001.
The Company is currently assessing the impact of adopting this standard and has
not yet determined the effect of adoption on its financial position or results
of operations.

Also in July 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations" (SFAS 143). SFAS 143 requires entities to record the
fair value of a liability for an asset retirement obligation in the period in
which it is incurred. SFAS 143 is effective for fiscal



                                      F-11
<PAGE>

years beginning after June 15, 2002, with earlier application encouraged. The
Company is currently assessing the impact of adopting this standard and has not
yet determined the effect of adoption on its financial position or results of
operations.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". SFAS No. 144 addresses financial accounting and
reporting for the impairment or disposal of long-lived assets and superseded
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" and certain aspects of APB No. 30,
"Reporting the Results of Operations--Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions". SFAS No. 144 is effective in fiscal years beginning
after December 15, 2001, with early adoption permitted. The Company is currently
assessing the impact of adopting this standard and has not yet determined the
effect of adoption on its financial position and 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
416,000 shares of common stock, 100,000 of which are subject to shareholder's
approval at the 2002 Annual Shareholder Meeting, for issuance upon exercise of
stock options. There were 33,500 and 34,000 options available for grant at
November 30, 2001 and 2000, respectively.

Stock option activity under the Option Plan is as follows:

                                       NUMBER OF           WEIGHTED-AVERAGE
OPTIONS                                  SHARES              EXERCISE PRICE
-------                               -----------           -----------------
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
             Exercised                   (76,875)                   $1.25
             Exercised                    (4,500)                   $1.56
             Granted                     168,000                    $3.20
             Canceled                     (1,500)                   $1.56
                                      ----------

November 30, 2001                        289,250                    $2.58



                                      F-12
<PAGE>



Shares Exercisable at November 30, 2001      109,000                    $1.81
Shares Exercisable at November 30, 2000      156,625                    $1.41

<TABLE>
<CAPTION>

                                                                                  At November 30, 2001
-------------------------------------------------------------------------- ------------------------------------
                           Options Outstanding                                     Options Exercisable
-------------------------------------------------------------------------- ------------------------------------
                          Number of        Remaining                          Number of
 Exercise                  Options        Contractual          Exercise        Options             Exercise
 Prices                  Outstanding          Life               Price       Exercisable            Price
---------------------------------------------------------------------------------------------------------------
<S>                     <C>               <C>                   <C>         <C>                   <C>
      1.56                 106,250             1.3                1.56           91,500              1.56
      2.83                  15,000             3.7                2.83            5,000              2.83
      3.20                 168,000             4.9                3.20           12,500              3.20
-------------------------------------------------------------------------- ------------------------------------
   $1.56-$3.20             289,250             3.4              $ 2.58          109,000             $1.81
===============================================================================================================
</TABLE>

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

The Company adopted the disclosure requirements of Statement of Financial
Accounting Standards (SFAS) No. 123, "Accounting for Stock Based Compensation",
which considers stock options as compensation expense to the Company based on
their fair value at the date of the grant. The fair value of options granted
during 2001 and 2000 was $1.99 and $1.92 per share, respectively. 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:

                                     2001              2000
                                     ----              ----
         Net Income:
            As reported          $ 1,066,978        $ 926,604
            Pro forma            $ 1,023,604        $ 893,028

         Basic EPS:
            As reported             $ 0.44            $ 0.40
            Pro forma               $ 0.43            $ 0.38

         Diluted EPS
            As reported             $ 0.44            $ 0.39
            Pro forma               $ 0.42            $ 0.37



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:



                                      F-13
<PAGE>

                                                 2001            2000
                                                 ----            ----
                  Risk-free interest rate        3.71%          6.12%
                  Expected life (years)            5              5
                  Expected volatility           72.62%          78.82%

Expected dividend yields were zero for fiscal 2001 and 2000.


4.  SHAREHOLDER'S EQUITY
    --------------------

On March 29, 2001 the Company retired 336,235 treasury shares with a cost of
$600,934.

On November 5, 2001, the Company's Board of Directors approved the sale of
99,999 shares of unregistered restricted stock to certain officers. The Company
provided the officers recourse notes (Notes) to purchase the unregistered
restricted stock. The Notes have a term of 4 years and bear interest. The
aggregate amount of these loans was approximately $255,897 at November 30, 2001,
and is reflected as a reduction of the additional paid-in capital account in the
consolidated statements of shareholders' equity. Non cash compensation expense
will be recognized over the restriction period as the restrictions lapse in
accordance with APB Opinion No. 25 "Accounting for Stock Issued to Employees"


5.  INVESTMENT IN RTM SYSTEMS
    -------------------------

On November 1, 2000, the Company purchased an additional one-third interest in
RTM Systems, Inc. ("RTM"), an Indiana corporation, for $1,000 bringing the
Company's ownership in RTM to 67%. In the 2001 period the Company consolidated
the financial results of RTM. As a result of the consolidation of RTM, a $9,440
minority interest is included in other current liabilities in the Consolidated
Balance Sheets. In the 2000 period the Company accounted for its investment in
RTM under the equity method of accounting as management believed the Company's
controlling interest was temporary. The impact of not consolidating RTM on the
operating results of the Company for the period ended November 30, 2000, was
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. REVOLVING LINE OF CREDIT
   ------------------------

On April 1, 2001, the Company renewed its revolving line of credit agreement
with a bank. This $3,500,000 credit facility accrues interest at the bank's
prime lending rate. The credit facility is fully secured by a lien on all the
assets of the Company and its operating subsidiaries. The credit facility
expires on May 1, 2002. The Company does not foresee any problems renewing this
facility or obtaining an equivalent facility from another lender, if necessary.
Among other restrictions, the credit facility requires that the Company meet
certain covenants including



                                      F-14
<PAGE>

financial ratios. As of November 30, 2001, the Company was in compliance with
the covenants and financial ratios and did not have a balance outstanding under
this facility.


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

The Company has a defined contribution profit sharing and savings plan for all
employees meeting minimum eligibility requirements. It is the Company's policy
to contribute up to 3% of total wages for each employee who makes certain
minimum contributions. The amounts contributed by the Company during 2001 and
2000 were $99,040 and $92,781, respectively.


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

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

                                         2001               2000
                                      --------------- -----------------
CURRENT
  Federal                                 $557,189           $248,084
  State                                    119,913            110,585
                                          --------           --------
          Total current                    677,102            358,669

  Deferred                                 (77,800)           100,900
                                          --------           --------
INCOME TAX PROVISION                      $599,302           $459,569
                                          ========           ========

The provision for income taxes for the year ended November 30, 2001, differs
from that computed at the Federal Statutory Corporate tax rate primarily due to
state income taxes and the benefit from utilizing a Foreign Sales Corporation.

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 benefit from utilizing a Foreign Sales Corporation 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>

                                                       2001          2000
                                                 --------------  ---------------
Deferred Tax Asset:
Financial reporting reserves not yet deductible     $218,500       $148,500
Depreciation and amortization                         32,600         24,800
Net operating loss carryforwards                     320,600        337,000
                                                    --------       --------
                                                     571,700        510,300
Less- valuation allowance                           (320,600)      (337,000)
                                                    --------       --------
NET DEFERRED TAX ASSET                              $251,100       $173,300
                                                    ========       ========

At November 30, 2001 and 2000, for Federal income tax purposes, the Company has
net operating loss carryforwards (NOL's) totaling approximately $822,000 and
$911,000, respectively, which expire through 2012. The NOL consists of separate
return limitation year (SRYL) NOL's whose annual utilization is limited to
approximately $4,000. Accordingly, a valuation allowance has been established
for these amounts.


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

The majority shareholder and director of the Company is the owner of Clarion
Management Ltd., which provides management assistance for the Company. Clarion
Management Ltd. was paid $52,000, during the fiscal years ended November 30,
2001 and 2000, for management assistance.


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:

<TABLE>
<CAPTION>

                                          Equipment           Coatings
                                           & Parts            & Grouts       Corporate    Consolidated
                                           -------            --------       ---------    ------------
<S>                                       <C>                 <C>               <C>        <C>
Net Sales:
  2001                                    $11,387,525         $5,004,058        $  -       $16,391,583
  2000                                    $12,719,431         $3,100,646        $  -       $15,820,077

Depreciation and amortization:
  2001                                        213,435            107,569             39        321,043
  2000                                        194,153             92,472             64        286,689

Interest expense:
  2001                                           -                 -             17,844         17,844
  2000                                          1,058              -             69,849         70,097
</TABLE>



                                      F-16

<PAGE>

<TABLE>
<CAPTION>
<S>                                       <C>                 <C>               <C>        <C>
Income before taxes:
  2001                                       1,159,532         1,073,516       (566,768)       1,666,280
  2000                                       1,578,257           373,613       (565,697)       1,386,173

Identifiable assets:
  2001                                       5,535,707         2,507,729      1,385,710        9,429,146
  2000                                       6,511,931         2,111,684        251,246        8,874,861

Capital expenditures:
  2001                                          66,307            28,195           -              94,502
  2000                                          97,272            44,162           -             141,434
</TABLE>

The following table presents percentage of total revenues by region.

Region                                 2001                   2000
-------                                -----                  ----
United States/Canada                     71%                    64%
Asia/Pacific Rim                         12                     15
Europe/Middle East                       12                     15
Other                                     5                      6
                                --------------------    ------------------
Total                                  100%                   100%


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

The Company leases its office, manufacturing and warehouse facilities, a portion
of its office equipment and Company cars under noncancellable operating leases
expiring at various dates through November 2006. Future minimum rental payments
required under these noncancellable operating leases are summarized as follows:

                          Fiscal Year                    Amount
                          -----------                    ------
                             2002                        346,549
                             2003                        291,898
                             2004                         58,242
                             2005                         12,300
                             2006                          3,540
                          Thereafter                           0
                                                   -------------------
                                                       $ 712,529
                                                   ===================

Rent expense totaled $360,432 and $319,981 for the years ended November 30, 2001
and 2000, respectively.


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

In November 1999, following the sale of certain assets of the Company's American
Chemical Company ("ACC") subsidiary, ACC contributed its land and building to
Marine Learning Institute ("MLI"), a not-for-profit environmental educational
organization operating under



                                      F-17
<PAGE>

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 an additional measure of protection, the Company obtained a
supplemental environmental insurance policy. Recently, the Missouri Attorney
General's office has raised questions regarding the status of the contributed
land. Management is currently evaluating the situation and has advised MLI of
the Missouri Attorney General's concerns.

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


13.  SUBSEQUENT EVENT
     ----------------

On December 19, 2001, Graves Spray Supply, Inc. (Graves), the parent company of
Magnum-Venus Products, filed a lawsuit in federal court, in the Middle District
of Florida, against the Company's GCI subsidiary, under the patent laws of the
United States. The claim asserts GCI's spray nozzle infringes certain patent
claims held by Graves. Graves seeks damages, injunction of future production,
and legal fees. The Company intends to vigorously defend the suit and believes
the suit is without merit. Nevertheless, in an effort to minimize the cost of
litigation the Company is currently in preliminary settlement discussions with
Graves.



                                      F-18
<PAGE>


                                   SIGNATURES

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

Dated:   February 22, 2002

                                     COHESANT TECHNOLOGIES INC.

                                BY:  /s/ Dwight D. Goodman
                                     ---------------------
                                     Dwight D. Goodman
                                     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>
<CAPTION>
<S>                                           <C>                                                 <C>
/s/ Dwight D. Goodman                          Chairman of the Board of                             February 22, 2002
---------------------                          Directors
Dwight D. Goodman

/s/ Morris H. Wheeler                          President and Chief                                  February 22, 2002
---------------------                          Executive Officer (Principal
Morris H. Wheeler                              Executive Officer) and Director

/s/ Michael L. Boeckman                        Director                                             February 22, 2002
-----------------------
Michael L. Boeckman

/s/ Morton A. Cohen                            Director                                             February 22, 2002
-------------------
Morton A. Cohen

/s/ Richard L. Immerman                        Director                                             February 22, 2002
-----------------------
Richard L. Immerman

/s/ Robert W. Pawlak                          Chief Financial Officer                              February 22, 2002
--------------------                          (Principal Financial and
Robert W. Pawlak                              Accounting Officer)
</TABLE>