Cohesant 10QSB 2007 Q3 Quarterly report (small business)

Cohesant (COHT) Inactive 10QSB2007 Q3 Quarterly report (small business)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(Mark One)


þ		Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended August 31, 2007


o		Transition Report Pursuant to 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 registrant as specified in its charter)


Delaware		34-1775913

(State or other jurisdiction of		(I.R.S. Employer
Incorporation or organization)		Identification No.)


5845 West 82^nd Street, Suite 102, Indianapolis, Indiana		46278

(Address of principal executive offices)		(Zip Code)

Issuer’s telephone number, including area code 317-871-7611

(Former name, former address and former fiscal year, if changed since last report)

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 the past 90 days. YES þ NO o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO þ

As of October 9, 2007, the Company has 3,337,434 shares of Common Stock, $.001 par value, outstanding.

Transitional Small Business Disclosure Format (check one) YES o NO þ

COHESANT TECHNOLOGIES INC.

INDEX


TABLE OF CONTENTS	PAGE
PART I

Item 1. Financial Information

Cohesant Technologies Inc. Condensed Consolidated Balance Sheets as of August 31, 2007 and November 30, 2006		3

Cohesant Technologies Inc. Condensed Consolidated Statements of Operations for the Three Months Ended August 31, 2007 and August 31, 2006		4

Cohesant Technologies Inc. Condensed Consolidated Statements of Operations for the Nine Months Ended August 31, 2007 and August 31, 2006		5

Cohesant Technologies Inc. Condensed Consolidated Statements of Cash Flows for the Nine Months Ended August 31, 2007 and August 31, 2006		6

Notes to Condensed Consolidated Financial Statements		7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18

Item 3. Controls and Procedures		23

PART II

Item 4. Submission of Matters to Vote of Security Holders		24

Item 6. Exhibits and Reports on Form 8-K		24

Signatures
EX-31.1
EX-31.2
EX-32

PART I

ITEM 1. FINANCIAL INFORMATION

COHESANT TECHNOLOGIES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	August 31, 2007		November 30, 2006
	(Unaudited)
ASSETS:
Cash and cash equivalents	$	465,658	$	1,318,607
Accounts receivable, net of allowance for doubtful accounts of $348,598 and $282,415, respectively		6,194,438		4,517,316
Note receivable		131,092		—
Inventories, net of allowance for obsolete and slow-moving inventory of $289,491 and $285,000, respectively		4,331,225		3,944,818
Costs in excess of billings and estimated earnings		—		52,805
Prepaid expenses and other		476,273		490,408
Deferred tax assets		397,748		318,766

Total Current Assets		11,996,434		10,642,720

Property and equipment, net		2,821,832		2,424,983
License agreements, patents and other intangibles, net		1,065,957		1,125,419
Goodwill		8,767,563		8,767,563
Other noncurrent assets		7,965		7,965

Total Assets	$	24,659,751	$	22,968,650


LIABILITIES AND SHAREHOLDERS’ EQUITY:
Accounts payable	$	2,498,225	$	2,073,649
Revolving credit facility		867,276		—
Current portion of long-term note payable		127,410		122,604
Accrued salaries, benefits and commissions		798,521		877,224
Accrued income taxes		262,849		402,165
Billings in excess of costs and estimated earnings		122,304		49,224
Customer deposits		19,400		204,128
Other current liabilities		528,472		331,627

Total Current Liabilities		5,224,457		4,060,621

Long-term note payable, net of current portion		168,729		264,896
Deferred tax liabilities		735,556		527,156

Total Liabilities		6,128,742		4,852,673

Commitments and Contingencies (Note 10)

Shareholders’ Equity:
Common stock ($.001 par value, 10,000,000 shares authorized and 3,299,778 and 3,274,905 shares issued and outstanding, respectively)		3,300		3,275
Additional paid-in capital		12,389,445		12,008,087
Accumulated other comprehensive income		63,545		24,302
Retained earnings		6,074,719		6,080,313

Total Shareholders’ Equity		18,531,009		18,115,977


Total Liabilities and Shareholders’ Equity	$	24,659,751	$	22,968,650

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

COHESANT TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)


	For the Three Months Ended
	August 31, 2007			August 31, 2006
NET SALES	$	8,336,036		$	6,370,753
COST OF SALES		4,435,532			3,362,318

Gross profit		3,900,504			3,008,435

RESEARCH AND DEVELOPMENT EXPENSES		337,674			310,359
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		2,810,336			2,099,524

TOTAL OPERATING EXPENSES		3,148,010			2,409,883


Income from operations		752,494			598,552

OTHER INCOME (EXPENSE):
Interest expense		(22,247	)		—
Interest income		214			2,595
Other income, net		2,824			9,973


INCOME BEFORE TAXES		733,285			611,120

INCOME TAX PROVISION		(301,842	)		(232,147	)


NET INCOME	$	431,443		$	378,973


EARNINGS PER COMMON SHARE:
BASIC	$	0.13		$	0.12

DILUTED	$	0.13		$	0.12


AVERAGE SHARES OF COMMON STOCK OUTSTANDING:
BASIC		3,295,352			3,151,045

DILUTED		3,314,990			3,284,140


COMPREHENSIVE INCOME:
Net income	$	431,443		$	378,973
Foreign currency translation adjustment		9,067			(11,780	)

COMPREHENSIVE INCOME	$	440,510		$	367,193

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

COHESANT TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)


	For the Nine Months Ended
	August 31, 2007			August 31, 2006
NET SALES	$	21,881,265		$	19,628,750
COST OF SALES		12,232,419			10,624,739

Gross profit		9,648,846			9,004,011

RESEARCH AND DEVELOPMENT EXPENSES		1,005,664			861,305
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		7,839,640			6,140,511

TOTAL OPERATING EXPENSES		8,845,304			7,001,816


Income from operations		803,542			2,002,195

OTHER INCOME (EXPENSE):
Interest expense		(40,153	)		—
Interest income		756			14,364
Other income, net		8,969			17,150


INCOME BEFORE TAXES		773,114			2,033,709

INCOME TAX PROVISION		(316,977	)		(772,810	)


NET INCOME	$	456,137		$	1,260,899


EARNINGS PER COMMON SHARE:
BASIC	$	0.14		$	0.40

DILUTED	$	0.14		$	0.39


AVERAGE SHARES OF COMMON STOCK OUTSTANDING:
BASIC		3,285,419			3,135,317

DILUTED		3,310,568			3,262,860


CASH DIVIDENDS PER SHARE	$	0.14		$	0.14


COMPREHENSIVE INCOME:
Net income	$	456,137		$	1,260,899
Foreign currency translation adjustment		39,243			22,559

COMPREHENSIVE INCOME	$	495,380		$	1,283,458

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

COHESANT TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


	For the Nine Months Ended
	August 31, 2007			August 31, 2006
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net income	$	456,137		$	1,260,899
Adjustments to reconcile net income to net cash provided by (used in) operating activities -
Depreciation and amortization		608,864			362,609
Stock-based compensation		259,560			97,155
Deferred tax provision		129,418			—
Excess tax benefits from stock-based compensation		(24,641	)		—
Loss on asset disposal		1,000			1,090
Provision for doubtful accounts		66,183			28,175
Net change in assets and liabilities-
Accounts receivable		(1,743,305	)		(486,598	)
Note receivable		(131,092	)		—
Inventories		(477,801	)		(551,587	)
Costs in excess of billings and estimated earnings		52,805			—
Prepaid expenses and other		14,135			(132,892	)
Accounts payable		424,576			104,746
Other current liabilities		(181,261	)		(144,534	)
Billings in excess of costs and estimated earnings		73,080			(102,143	)
Other noncurrent assets		25,441			(7,080	)

Net cash provided by (used in) operating activities		(446,901	)		429,840

CASH FLOWS USED IN INVESTING ACTIVITIES:
Patent and trademark additions		(33,387	)		(19,835	)
Property and equipment additions		(808,668	)		(1,260,415	)
Proceeds from sale of property & equipment		—			350
Payment to former owners of acquired CuraFlo business		—			(342,136	)
Return of cash paid for acquisition of CuraFlo		—			77,250

Net cash used in investing activities		(842,055	)		(1,544,786	)

CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
Proceeds from note receivable — restricted stock		—			40,262
Excess tax benefits from stock-based compensation		24,641			—
Borrowings under revolving credit facility		5,321,470			—
Payment on Triton acquisition note payable		(91,361	)		—
Payments under revolving credit facility		(4,454,194	)		—
Proceeds from exercise of stock options		97,182			109,158
Cash dividends paid to shareholders		(461,731	)		(446,382	)

Net cash provided by (used in) financing activities		436,007			(296,962	)


NET DECREASE IN CASH AND CASH EQUIVALENTS		(852,949	)		(1,411,908	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		1,318,607			2,238,281

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	465,658		$	826,373

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

COHESANT TECHNOLOGIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1 — Background

Cohesant Technologies Inc. and its subsidiaries (the “Company” or “Cohesant”) are engaged in the protection and renewal of drinking water distribution systems and wastewater collection systems for municipal, industrial, commercial and residential infrastructure; the design, development, manufacture and sale of specialized dispense equipment systems, replacement parts and supplies used in the operation of the equipment; and the design, development, manufacture and sale of specialty coatings. The Company conducts operations under its wholly owned subsidiaries – CIPAR Inc. (Cohesant Infrastructure Protection and Renewal), Cohesant Materials Inc. (“CMI”) and GlasCraft Inc. (“GCI”) and has four revenue categories – Equipment and Parts, Coatings, Franchisee and Licensee, and Protection and Renewal Services (Rehabilitation).

GCI manufactures, markets and sells high-quality equipment and parts for metering, mixing and dispensing multiple component formulations such as composite reinforced plastics, polyurethanes, and polyureas. These equipment systems are commonly employed in the construction, transportation and marine industries to apply insulation, protective coating, sealant and anti-corrosive products. GCI primarily sells its products through independent distributors in the United States and overseas.

CIPAR is organized into two divisions: CIPAR Franchising and Licensing and CIPAR Rehabilitation. CIPAR Franchising and Licensing (i) franchises and licenses systems for the protection and renewal of drinking water distribution systems and wastewater collection systems for municipal, industrial, commercial and residential infrastructure; (ii) exclusively sells its Raven and CuraPoxy branded coatings (manufactured by CMI) as well as other products to its Certified Applicators, Franchisees and Licensed Dealers and (iii) sells equipment to its Certified Applicators, Franchisees and Licensed Dealers used for the application of its Raven and CuraPoxy coatings. CIPAR Rehabilitation operates (i) three “company-owned” CuraFlo franchises and (ii) CuraFlo Spincast Services which perform protection, renewal and replacement of plumbing lines in Western Canada and the United States. All of the Company’s Franchisee and Licensee Fees and Rehabilitation revenues are accounted for through CIPAR.

CMI manufactures, markets and sells corrosion protection and other specialty coatings used in the protection and renewal of infrastructure. Currently, substantially all of CMI’s Coating sales are to CIPAR.

The Company’s executive offices are located in Indianapolis, Indiana with its principal manufacturing, warehouse and distribution facilities located in Cleveland, Ohio; Indianapolis, Indiana; Tulsa, Oklahoma; and Vancouver, Canada.

COHESANT TECHNOLOGIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 2 — Basis of Presentation

The condensed consolidated interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission for certain small business issuers. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. However, in the opinion of management of the Company, the condensed consolidated interim financial statements include all adjustments necessary to present fairly the financial information for such periods. The preparation of financial statements 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.

These interim financial statements should be read in conjunction with the Company’s financial statements and the notes thereto included in the November 30, 2006 Annual Report to Shareholders on Form 10-KSB.

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

Note 3 — Revenue Recognition

The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”). Under SAB 104 revenue is recognized when there is persuasive evidence of an arrangement, delivery has occurred or services have been rendered, the sales price is fixed or determinable, and collectibility is reasonably assured.

For equipment, coatings, and replacement and spare part revenue, the criteria of SAB 104 are generally met upon shipment to independent distributors, Certified Applicators, large end users, Original Equipment Manufacturer accounts, and Licensed Dealers at which time title and risks of ownership are transferred to these customers. Therefore, revenue is recognized at the time of shipment. The Company does not have any rights of return, customer acceptance, installation or other post-shipment obligations with any of these products. The Company’s pricing is fixed at the time of shipment.

Rehabilitation revenues are recognized on the percentage of completion method in the ratio that total incurred costs bear to total estimated costs. Excess materials are held in inventory and are not recorded as contract costs until utilized. The estimated total cost of a contract is based on management’s best estimate of the remaining costs that will be required to complete a project.

COHESANT TECHNOLOGIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Franchise fee and license fee revenue from an individual franchise or license sale is recognized when all material services or conditions relating to the sale, consisting predominantly of training, have been substantially performed and collectibility is assured. The Company defers revenue for franchise and license fees for which it is obligated to provide training and other services to its Franchisees and Licensed Dealers. Continuing franchise and license fee revenue, including royalty revenue, is recognized as the fees are earned and become receivable from the Franchisees and Licensees.

Note 4 — Triton Acquisition

On September 5, 2006, the Company completed the purchase of the operations and assets of Triton Insitutech, LLC, of Orlando Florida. The Triton Spincast System utilizes epoxy and other polymer linings to rehabilitate aging medium and large diameter water, wastewater and other pipelines, including public and private water mains. Triton, now known as CuraFlo Spincast Service, is reported as part of the Company’s CIPAR Rehabilitation division. The purchase price included an initial cash payment of $400,000, direct legal costs related to the acquisition of $30,285, and an unsecured, $387,500 three-year promissory note, bearing interest at 5.16% per annum and payable in quarterly installments, for a total purchase price of $817,785. Further, up to $387,500 of additional consideration is contingent on certain performance achievements occurring on or before September 30, 2009, and is payable as each performance measure is attained and each contingency is resolved. The contingent consideration has not been included as part of the purchase price. The contingent consideration will be recorded and the amount included as part of the purchase price if and when the contingency is resolved.

Note 5 — Earnings per Share

Statement of Financial Accounting Standards (SFAS) No. 128, “Earnings per Share”, requires dual presentation of basic and diluted earnings per share on the face of the statement of operations. Basic earnings per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding for the period.

Restricted stock grants are not considered issued and outstanding until vested, but are included in diluted earnings per share. Diluted earnings per share is computed based upon the weighted average shares that would have been outstanding if all dilutive potential common shares would have been converted into shares at the earliest date possible. In determining diluted earnings per share, stock options and restricted stock were included in the calculation as their effect was dilutive. The following is a reconciliation of the numerators and denominators used in computing earnings per share:

COHESANT TECHNOLOGIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


	Three Months Ended August 31,				Nine Months Ended August 31,
	2007		2006		2007		2006
Income available to common stockholders	$	431,443	$	378,973	$	456,137	$	1,260,899

Basic earnings per share:
Weighted-average number of common shares outstanding		3,295,352		3,151,045		3,285,419		3,135,317
Basic earnings per share	$	0.13	$	0.12	$	0.14	$	0.40

Diluted earnings per share:
Weighted-average number of common shares outstanding		3,295,352		3,151,045		3,285,419		3,135,317
Stock Options		16,478		103,707		22,105		100,558
Restricted Stock		3,160		29,388		3,044		26,985

Diluted weighted-average number of common shares outstanding		3,314,990		3,284,140		3,310,568		3,262,860
Diluted earnings per share	$	0.13	$	0.12	$	0.14	$	0.39

Note 6 — Accounting for Stock-Based Compensation

Description of the Plan

In March 2005, the Board of Directors adopted, and the stockholders subsequently ratified, the “Cohesant Technologies Inc. 2005 Long-Term Incentive Plan” (the “Plan”). The Plan which is intended as an incentive to further the growth and profitability of the Company and to encourage stock ownership on the part of (a) employees of the Company, (b) consultants and advisers who provide significant services to the Company, and (c) directors of the Company who are not employees of the Company. The Plan includes stock options, stock appreciation rights and restricted stock. The Plan authorizes the issuance of 425,000 shares, including 125,000 additional shares approved by the stockholders at their 2007 Annual meeting held on June 15, 2007.

Adoption of FASB Statement No. 123(R), “Share-Based Payment”

The Company adopted SFAS No. 123 (revised 2004),Share-Based Paymenton December 1, 2006 (SFAS No. 123R). SFAS No. 123R, which revised SFAS No. 123 (SFAS 123),Accounting for Stock-Based Compensation,superseded APB Opinion No. 25,Accounting for Stock Issued to Employees,and amends SFAS No. 95,Statement of Cash Flows.SFAS No. 123R requires that all share-based payments to employees, including grants of employee stock options, be recognized in the financial statements based upon their fair value. The Company had previously followed APB No. 25 in accounting for its stock options and accordingly, no compensation cost had been previously expensed other than for restricted shares.

COHESANT TECHNOLOGIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The Company has adopted SFAS No. 123R using the modified prospective method. Under this transition method, compensation cost has been recognized for all share-based payments in the condensed consolidated financial statements in fiscal 2007 based upon the fair value of the stock or option grant. Prior period results have not been restated. The Company uses the Black-Scholes valuation model. The Company’s policy is to recognize expense for awards subject to graded vesting using the straight-line attribution method. The amount of after-tax compensation cost related to nonvested stock options and restricted stock not yet recognized was $310,646 at August 31, 2007, for which the expense will be recognized through 2011.

As a result of adopting SFAS No. 123R on December 1, 2006, the Company has incurred additional stock-based compensation expense of $58,468 ($34,496 after tax and approximately $0.01 per basic and diluted earnings per share) for the quarter ended August 31, 2007 and $221,131 ($130,467 after tax and approximately $0.04 per basic and diluted earnings per share) for the nine months ended August 31, 2007.

Prior to the adoption of SFAS No. 123R, the Company presented all tax benefits of deductions resulting from the exercise of stock options as operating cash flows in the Consolidated Statements of Cash Flows. SFAS No. 123R requires the cash flows resulting from the tax benefits from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) to be classified as financing cash flows. The $24,641 excess tax benefit classified as a financing cash inflow would have been classified as an operating cash inflow if the Company had not adopted SFAS No. 123R.

SFAS No. 123, as amended, required pro forma presentation as if compensation costs had been expensed under the fair value method. For purpose of pro forma disclosure, the estimated fair value of stock options at the grant date is amortized to expense over the vesting period. The following table illustrates the effect on net income and net income per share as if compensation expense had been recognized in the three and nine month period ending August 31, 2006:

COHESANT TECHNOLOGIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


	Three Months			Nine Months
	Ended			Ended
	August 31, 2006			August 31, 2006
Net income, as reported	$	378,973		$	1,260,899
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects		19,699			60,237
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(64,912	)		(222,098	)


Pro forma net income	$	333,760		$	1,099,038


Earnings per share:
Basic—as reported	$	0.12		$	0.40

Basic—pro forma	$	0.11		$	0.35


Diluted—as reported	$	0.12		$	0.39

Diluted—pro forma	$	0.10		$	0.34

Stock Option Grants

On December 26, 2006, the Company granted 97,500 options to its employees at an exercise price of $8.80 with various vesting periods from three to four years and a term of seven years.

On January 16, 2007, the Company granted 17,500 options to its employees at an exercise price of $8.65 with vesting based on the achievement of certain performance measures over a period of three years. These options have a term of seven years. Based on current estimates, the Company believes that 100% of the shares granted will ultimately vest.

On June 22, 2007, the Company granted 10,000 options to an employee at an exercise price of $7.83 with a vesting period of four years and a term of seven years.

Using the Black-Scholes option valuation model, the weighted average estimated fair value of options granted during the first nine-months of fiscal 2007 and 2006 was $3.26 and $3.01 per option, respectively. Expected volatility is based on the Company’s historical experience. Principal assumptions used in applying the Black-Scholes valuation model were as follows:


	2007			2006
Risk-free interest rate		4.7	%		4.5	%
Expected term - years		6.5			4.5
Expected dividend yield		3.2	%		3.3	%
Expected volatility		45.8	%		49.4	%

COHESANT TECHNOLOGIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Stock option activity under the Plan is as follows:


				Weighted-		Weighted-
				Average		Average
	Number			Exercise		Remaining		Aggregate
Options	of Options			Price		Contractual Life		Intrinsic Value
Options outstanding at November 30, 2006		306,384		$	7.39

Granted		125,000		$	8.70
Exercised		(21,126	)	$	4.60			$	64,847
Forfeited		(28,683	)	$	9.32


Options outstanding at August 31, 2007		381,575		$	7.83		3.9	$	242,517


Options exercisable at August 31, 2007		153,143		$	6.77		2.3	$	221,648

Note 7 — Costs and Estimated Earnings on Uncompleted Contracts

Costs and estimated earnings on uncompleted contracts consisted of the following:


	August 31,			November 30,
	2007			2006
Costs incurred on uncompleted contracts	$	694,252		$	743,480
Estimated earnings to date		211,495			361,928

Subtotal		905,747			1,105,408
Less – Billings to date		(1,028,051	)		(1,101,827	)

Total	$	(122,304	)	$	3,581


Included in the accompanying balance sheets under the following caption:
Costs and estimated earnings in excess of billings	$	—		$	52,805
Billings in excess of costs and estimated earnings		(122,304	)		(49,224	)

Total	$	(122,304	)	$	3,581

The above amounts were generated by the Company’s CIPAR Rehabilitation segment and are expected to be settled within one year.

Note 8 — Revolving Line of Credit

On April 30, 2007, the Company renewed, through May 1, 2008, its $3,500,000 unsecured revolving line of credit facility. This facility accrues interest at the bank’s prime lending rate (8.25% at August 31, 2007). Among other restrictions, the credit facility requires that the

COHESANT TECHNOLOGIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Company meet certain covenants including financial ratios. As of August 31, 2007, the Company was in compliance with all covenants and had a balance of $867,276 outstanding under this facility.

Note 9 — Segment Information

Under the provisions of SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information”, the Company has reportable segments of CIPAR Franchising and Licensing, CIPAR Rehabilitation, CMI and GCI as a result of the reconfiguration of its business. The Company has restated the 2006 segment information to conform to the 2007 presentation. CIPAR Franchising and Licensing is a franchisor and licensor of its technology and sells epoxy coatings, supplied by CMI, and equipment used to apply its technology to its Certified Applicators, Franchisees and Licensed Dealers. CIPAR’s franchisee and licensee revenue includes franchise and license fees, royalty revenues, equipment rental as well as other value added services. CIPAR Rehabilitation performs protection, renewal and replacement of plumbing lines (“Rehabilitation” revenue). CMI sells corrosion protection and other specialty coatings used in the protection and renewal of infrastructure. CMI’s sales and marketing focus is on developing new markets for its AquataPoxy products, although substantially all of its sale currently are internal sales to the CIPAR Franchising & Licensing segment. GCI sells metering, mixing and dispense equipment and spare parts and supplies primarily through a network of independent distributors.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies except that the Company evaluates segment performance based on net income (loss). The Company has not allocated certain corporate related administrative costs to the Company’s reportable segments. The Company accounts for intersegment sales and transfers at cost plus a specified mark-up. Reportable segment information is as follows:


	CIPAR
	Franchising
Three Months Ended	and		CIPAR
August 31, 2007	Licensing		Rehabilitation			CMI		GCI		Corporate			Eliminations			Consolidated
Net Sales:
External customers	$	2,030,435	$	1,294,757		$	76,670	$	4,934,174	$	—		$	—		$	8,336,036
Intersegment sales		99,462		—			932,154		—		—			(1,031,616	)		—

Total net sales	$	2,129,897	$	1,294,757		$	1,008,824	$	4,934,174	$	—		$	(1,031,616	)	$	8,336,036

Depreciation and amortization:		45,085		32,536			10,744		61,510		60,717						210,592
Net income (loss):		86,013		(55,321	)		126,867		685,435		(411,551	)					431,443
Identifiable assets:		10,023,269		4,088,307			981,585		7,896,663		1,669,927						24,659,751
Capital expenditures:		30,311		22,290			2,012		26,154		32,686						113,453

COHESANT TECHNOLOGIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


	CIPAR
	Franchising
Three Months Ended	and			CIPAR
August 31, 2006	Licensing			Rehabilitation		CMI		GCI		Corporate			Eliminations			Consolidated
Net Sales:
External customers	$	1,541,514		$	884,609	$	66,724	$	3,877,906	$	—		$	—		$	6,370,753
Intersegment sales		(31,300	)		—		843,433		—		—			(812,133	)		—

Total net sales	$	1,510,214		$	884,609	$	910,157	$	3,877,906	$	—		$	(812,133	)	$	6,370,753

Depreciation and amortization:		15,669			19,079		10,145		84,097		1,020						130,010
Net income (loss):		10,407			54,079		89,821		502,031		(277,365	)					378,973
Identifiable assets:		8,856,642			2,654,945		1,126,406		7,263,747		1,487,681						21,389,421
Capital expenditures:		7,525			167,947		5,869		165,695		167,061						514,097


	CIPAR
	Franchising
Nine Months Ended	and			CIPAR
August 31, 2007	Licensing			Rehabilitation			CMI		GCI		Corporate			Eliminations			Consolidated
Net Sales:
External customers	$	5,061,924		$	3,068,813		$	220,037	$	13,530,491	$	—		$	—		$	21,881,265
Intersegment sales		143,458			—			2,424,840		—		—			(2,568,298	)		—

Total net sales	$	5,205,382		$	3,068,813		$	2,644,877	$	13,530,491	$	—		$	(2,568,298	)	$	21,881,265

Depreciation and amortization:		126,269			94,655			32,544		179,861		175,535						608,864
Net income (loss):		(76,412	)		(313,580	)		328,625		1,565,491		(1,047,987	)					456,137
Identifiable assets:		10,023,269			4,088,307			981,585		7,896,663		1,669,927						24,659,751
Capital expenditures:		286,520			160,299			7,739		154,908		199,202						808,668


	CIPAR
	Franchising
Nine Months Ended	and		CIPAR
August 31, 2006	Licensing		Rehabilitation		CMI		GCI		Corporate			Eliminations			Consolidated
Net Sales:
External customers	$	5,111,656	$	3,390,131	$	204,269	$	10,922,694	$	—		$	—		$	19,628,750
Intersegment sales		45,883		—		2,530,464		—		—			(2,576,347	)		—

Total net sales	$	5,157,539	$	3,390,131	$	2,734,733	$	10,922,694	$	—		$	(2,576,347	)	$	19,628,750

Depreciation and amortization:		84,995		63,233		23,843		188,063		2,475						362,609
Net income (loss):		233,007		249,910		298,670		1,294,168		(814,856	)					1,260,899
Identifiable assets:		8,856,642		2,654,945		1,126,406		7,263,747		1,487,681						21,389,421
Capital expenditures:		13,532		184,891		122,143		543,435		396,414						1,260,415

COHESANT TECHNOLOGIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The Company offers products primarily in four general categories of Equipment and Parts, Coatings, Franchisee & Licensee and Rehabilitation revenue. The following table sets forth the product category sales and their percentage of consolidated net sales:


	Three Months Ended August 31,
	2007				2006
Equipment and Parts	$	5,107,435	61.3	%	$	3,931,145	61.7	%
Coatings		1,629,819	19.6			1,526,965	24.0
Franchisee & Licensee		304,025	3.6			28,034	0.4
Rehabilitation		1,294,757	15.5			884,609	13.9

Total	$	8,336,036	100	%	$	6,370,753	100	%


	Nine Months Ended August 31,
	2007				2006
Equipment and Parts	$	14,062,032	64.3	%	$	11,568,061	58.9	%
Coatings		4,368,582	20.0			4,537,086	23.1
Franchisee & Licensee		381,838	1.7			133,472	0.7
Rehabilitation		3,068,813	14.0			3,390,131	17.3

Total	$	21,881,265	100	%	$	19,628,750	100	%

The following table presents percentage of total revenues by region.


							Nine Months			Nine Months
	Three Months Ended			Three Months Ended			Ended			Ended
Region	August 31, 2007			August 31, 2006			August 31, 2007			August 31, 2006
United States		57			57			56			57
Canada		17			20			17			19
Asia/Pacific Rim		10			10			10			10
Europe		10			9			11			9
Other		6			4			6			5

Total		100	%		100	%		100	%		100	%

Note 10 — Contingencies

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

Note 11 — New Accounting Standards

In June 2006, the FASB issued Interpretation No 48. “Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No 109” (“FIN 48”). FIN 48 clarifies the recognition threshold and measurement principles for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006 (fiscal year 2008). The Company is currently evaluating the provisions of FIN 48.

COHESANT TECHNOLOGIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

In September 2006, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 157, “Fair Value Measurements”. The Statement provides guidance for using fair value to measure assets and liabilities and only applies when other standards require or permit the fair value measurement of assets and liabilities. It does not expand the use of fair value measurement. This Statement is effective for fiscal years beginning after November 15, 2007. The Company is evaluating the impact that this Statement will have on the Company’s financial position, results of operations, and cash flows.

Note 12 — Dividends

On May 4, 2007, the Company announced that its Board of Directors approved a semi-annual dividend payment of $0.14 per share. This dividend payment of $461,731 was paid on June 8, 2007 to shareholders of record on May 25, 2007.

COHESANT TECHNOLOGIES INC.


ITEM 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

Three months ended August 31, 2007 as compared to the same period in the prior year.

The Company’s GlasCraft division had revenues of $4,934,174, an $1,056,268, or 27.2%, increase over the same period last year. The increase was primarily attributable to continued sales of the newly introduced Guardian product line for foam and coatings applications as well as increased sales of composite dispense systems. GlasCraft also had revenue increases in all of its product categories. Equipment and Parts sales in the United States increased 18.2%, while international Equipment and Parts sales increased 36.9%. The increase in international sales was primarily a result of increased sales to Europe and the Asia/Pacific Rim, which was partially offset by a slight decrease in sales to Canada. Net income was $685,435, an $183,404 or 36.5% increase over last year.

Revenues at CIPAR’s Rehabilitation division were $1,294,757, an increase of $410,148, or 46.4%. The revenue increase was primarily due to increased pipe lining services in the Pacific Northwest, Western Canada and Midwest regions, offsetting a decrease in pipe replacement revenue in Western Canada. Notwithstanding the increase in pipe lining revenue, the division suffered a loss of ($55,321) primarily caused by overhead costs added to support the mid-January opening of the Company’s CuraFlo operations in Cleveland, Ohio (Midwest region), and the launch of CuraFlo Spincast Services formed with the assets of Triton Insitutech purchased in September 2006.

Revenues at the CIPAR’s Franchising and Licensing division were $2,030,435, an increase of $488,921, or 31.7% from the same period last year. Franchisee and Licensee revenue increased $275,991, to $304,025 for the period. This increase was primarily due to the signing of the Company’s first two franchisees (former Licensed Dealers) in the quarter under the Company’s recently launched franchise program. Raven product sales increased $160,600, or 12.2%, and equipment sales were up $92,909, or 6.4% over the prior year period. This increase in sales resulted in net income for the period of $86,013.

External Coatings sales at CMI were $76,670 compared to $66,724 for the comparable period in the prior year.

Consolidated net sales for the three months ended August 31, 2007 were $8,336,036 compared to $6,370,753 for the comparable 2006 period, an increase of $1,965,283, or 30.8%. Equipment and Parts sales increased $1,176,290, or 29.9%, Rehabilitation revenue increased $410,148, or 46.4%, Franchisee and Licensee revenue increased $275,991, and Coatings sales increased $102,854, or 6.7%. Net income in the third quarter increased $52,470, or 13.8% to $431,443.

The Company’s gross margin increased to $3,900,504, or 46.8% of net sales, in the 2007 period from $3,008,435, or 47.2% of net sales, in the 2006 period. The margin dollar increase was primarily due to increased sales at GCI and Franchising & Licensing and to a lesser extent increased Rehabilitation revenue. The margin percentage decrease was primarily due to lower margins on the dispensing systems sold by GCI and, to a lesser extent, lower margins on a pipe lining project in the Pacific Northwest.

COHESANT TECHNOLOGIES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Operating expenses for the three months ended August 31, 2007 were $3,148,010 compared to $2,409,883 for the same period of the prior year, an increase of $738,127, or 30.6%. This increase was primarily due to increased sales and increased overhead costs at CIPAR resulting from the launch of CuraFlo Franchising, CuraFlo Midwest, and CuraFlo Spincast Services. The Company has and will continue to add personnel and other overhead expenses relating to these three new businesses throughout the year. The Company believes that this investment in its future is both prudent and necessary to support and grow these important new businesses.

Other income (expense) was ($19,209) compared to $12,568 in the 2006 period. This change is due to interest expense due to borrowings in 2007.

Nine months ended August 31, 2007 as compared to the same period in the prior year.

The Company’s GlasCraft division had revenues of $13,530,491, a $2,607,797, or 23.9%, increase over the same period last year. The increase was largely attributable to sales of the newly introduced Guardian product line for foam and coatings applications and increased sales of composite dispense systems. GlasCraft also had revenue increases in all of its product categories. Equipment and Parts sales in the United States increased 17.2% while international Equipment and Parts sales increased 30.6%. The increase in international sales was reflective in most geographic areas. Net income was $1,565,491, a $271,323 or 21.0% increase over last year.

Revenues at CIPAR’s Rehabilitation division were $3,068,813, a decrease of $321,318, or 9.5%. The revenue shortfall was caused primarily by a downturn in the market for pipe replacement services in Western Canada, resulting in a 31.5% decrease in pipe replacement revenues. This decline was exacerbated by a decline in pipe lining revenues in the Pacific Northwest region. The decline in the pipe replacement market and in the Pacific Northwest was partially offset by an 86.2% increase in pipe lining services in Western Canada and revenue generated in the new Midwest region. For 2007, the Rehabilitation division is implementing a strategic shift of marketing emphasis to focus on its core business of pipe lining services. The decline in revenues at the Rehabilitation division, combined with overhead costs added to support the mid-January opening of the Company’s CuraFlo operations in Cleveland, Ohio (Midwest region), and the launch of CuraFlo Spincast Services resulted in a loss at the Rehabilitation division of ($313,580) for the period.

Revenues at the CIPAR’s Franchising and Licensing division were $5,061,924, a slight decrease of $49,732 from comparable fiscal 2006 revenue. Franchising and Licensing experienced a net loss of ($76,412) in the current period. The revenue decline was primarily due to weakness

COHESANT TECHNOLOGIES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

in sales of Raven products that offset increased Franchisee and Licensee revenue resulting from the signing of two franchisees (former Licensed Dealers) in the third quarter of 2007 under the Company’s franchise program the launch of which was delayed until the second quarter.

External Coatings sales at CMI were $220,037 compared to $204,269 for the comparable period in the prior year.

Consolidated net sales for the nine months ended August 31, 2007 were $21,881,265 compared to $19,628,750 for the same period in fiscal 2006, an increase of $2,252,515, or 11.5%. Equipment and Parts sales increased $2,493,971, or 21.6%; Franchisee and Licensee revenue increased $248,366, or 186.1%; Coatings sales decreased $168,504, or 3.7%; and Rehabilitation revenue decreased $321,318, or 9.5%. Net income in the current period of $456,137 compares to $1,260,899 of net income in 2006.

The Company’s gross margin increased to $9,648,846, or 44.1% of net sales, in the 2007 period from $9,004,011, or 45.9% of net sales, in the 2006 period. The margin dollar increase was primarily due to increased sales at GCI, while the margin percentage decrease was primarily due to lower margins on the dispensing systems sold by GCI.

Operating expenses for the nine months ended August 31, 2007 were $8,845,304 compared to $7,001,816 for the comparable 2006 period, an increase of $1,843,488, or 26.3%. This increase was primarily due to increased sales and increased overhead costs at CIPAR resulting from the launch of CuraFlo Franchising, CuraFlo Midwest, and CuraFlo Spincast Services. The Company has and will continue to add personnel and other overhead expenses relating to these three new businesses throughout the year. The Company believes that this investment in its future is both prudent and necessary to support and grow these important new businesses. None of the aforementioned divisions had significant revenue in the first nine months, although both CuraFlo Franchising and CuraFlo Midwest contributed to the Company’s third quarter performance. All of the foregoing divisions are expected to be fully operational in fiscal 2008.

Other income (expense) was ($30,428) compared to $31,514 in the 2006 period. This decrease was primarily attributable to interest expense due to borrowings in 2007 and decreased interest earned on lower cash balances.

Liquidity and Capital Resources

The Company’s primary sources of liquidity are its operations, cash reserves and borrowing availability under the revolving line of credit. At August 31, 2007, the Company has cash and cash equivalents of $465,658, net working capital of $6,771,977 and $2,632,724 of its $3,500,000 revolving line of credit available.

COHESANT TECHNOLOGIES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

In the first nine months of fiscal 2007, cash used in operations was $446,901 compared to $429,840 cash provided by operations in the comparable period last year. This decrease is primarily due to lower net income and increased accounts receivable balances from increased sales. Cash used in investing activities decreased to $842,055 in the current period from $1,544,786 in the period ended August 31, 2006. The Company purchased $808,668 of capital equipment in the current year period (principally equipment, furnishing and leasehold improvements for its new Cleveland facility). Cash provided by financing activities was $436,007 in the current period compared to $296,962 cash used in the prior year period. This increase was primarily due to the Company using its credit facility in the current period which was unused in the prior year period.

The Company’s $3,500,000 unsecured revolving line of credit facility expires May 1, 2008. This facility accrues interest at the bank’s prime lending rate (8.25% at August 31, 2007). Among other restrictions, the credit facility requires that the Company meet certain covenants including financial ratios. As of August 31, 2007, the Company was in compliance with all covenants and had a balance outstanding of $867,276 under this facility.

The Company does not have any significant commitments or guarantees, except for rental commitments.

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 and dividend needs for the foreseeable future.

Critical Accounting Policies and Estimates

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

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

The following accounting policies represent the most critical based on management’s analysis due the impact on the Company’s results of operations.

COHESANT TECHNOLOGIES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Revenue Recognition.The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”). Under SAB 104 revenue is recognized when there is persuasive evidence of an arrangement, delivery has occurred or services have been rendered, the sales price is fixed or determinable, and collectibility is reasonably assured.

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

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

Goodwill.In accordance with SFAS No. 142, the Company tests goodwill for impairment on an annual basis or more frequently if an event occurs or circumstances change that could more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company estimates fair value based upon the present value of future cash flows. In estimating the future

COHESANT TECHNOLOGIES INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

cash flows, the Company takes into consideration the overall and industry economic conditions and trends, market risk of the Company and historical information.

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

Forward Looking Statements

Certain statements contained in this report that are not historical facts are forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statement. These risks and uncertainties include, but are not limited to, a slow-down in domestic and international markets for plural components dispensing systems, a reduction in growth of markets for the Company’s epoxy coating systems, customer resistance to Company price increases, the Company’s ability to expand its rehabilitation operations, and the successful launch of its CuraFlo Franchise, CuraFlo Midwest and CuraFlo Spincast Services operations.

ITEM 3. CONTROLS AND PROCEDURES

Based on their evaluation as of August 31, 2007, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the Exchange Act) are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

There were no changes in the Company’s internal controls over financial reporting that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting subsequent to the date of their evaluation and up to the filing date of this Quarterly Report on Form 10-QSB.

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

COHESANT TECHNOLOGIES INC.

PART II

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

	a)		The Company’s annual meeting of stockholders was held on June 15, 2007.

	b)		At the annual meeting, the Company’s stockholders elected Morton A. Cohen, Michael L. Boeckman, Richard L. Immerman, Stuart C. McNeill, Terrence R. Ozan, and Morris H. Wheeler as Directors for a term that expires at the annual meeting of stockholders in 2008.

	c)		At the annual meeting, the Company’s stockholders ratified the appointment of Ernst & Young LLP as auditors of the Company for fiscal 2007. The holders of 3,047,741 shares of Common Stock voted to ratify the appointment, the holders of 10,615 shares voted against the ratification and the holders of 1,964 shares abstained.

	d)		At the annual meeting, the Company’s stockholders ratified the amendment to the Company’s 2005 Long-Term Incentive Plan increasing the number of shares that may be issued under the Plan by an additional 125,000 shares, to an aggregate of 425,000 shares. The holders of 1,950,587 shares of Common Stock voted to ratify the amendment, the holders of 112,988 shares voted against the amendment, and the holders of 4,710 shares abstained.

The following tabulation represents voting for the Directors:


			Withheld
	For		Authority
Michael L. Boeckman		2,972,458		87,862
Morton A. Cohen		3,008,661		51,659
Richard L. Immerman		3,011,221		49,099
Stuart C. McNeill		2,997,733		62,587
Terrence R. Ozan		3,011,221		49,099
Morris H. Wheeler		2,996,436		63,884

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)

Exhibit

COHESANT TECHNOLOGIES INC.

	(b)		Reports on Form 8-K

			An 8-K was filed on June 21, 2007 to report the following; earnings for the second quarter and six months ended May 31, 2007 (Items 2.02 and 9.01), and an amendment to the Company’s Bylaws to provide that some or all of any or all classes or series of stock of the Company may be represented by uncertificated shares, and that such uncertificated shares may be issued and transferred(Item 5.03).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned there unto duly authorized.

Dated: October 9, 2007


	COHESANT TECHNOLOGIES INC.
	BY:	/s/ Morris H. Wheeler
	Morris H. Wheeler
	President & Chief Executive Officer


	BY:	/s/ Robert W. Pawlak
	Robert W. Pawlak
	Chief Financial Officer

302 Certification of Chief Executive Officer

302 Certification of Chief Financial Officer

906 Certification of Chief Executive Officer and Chief Financial Officer