
<PAGE>

   As filed with the Securities and Exchange Commission on November 30, 1999.

                        Registration No. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM SB-2
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                            ConMat Technologies, Inc.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                  <C>                           <C>
           Florida                             3089                        23-2999072
-----------------------------------------------------------------------------------------
(State or Other Jurisdiction of         (Primary Standard               (IRS Employer
   Incorporation or Organizat       Classification Code Number)    Identification Number)
</TABLE>

                            ConMat Technologies, Inc.
                        Franklin Avenue and Grant Street
                             Phoenixville, PA 19460
                                 (610) 935-0225

  ----------------------------------------------------------------------------
                          (Address and Telephone Number
  of Registrant's Principal Executive Offices and Principal Place of Business)

                                Paul A. DeJuliis
                      Chairman and Chief Executive Officer
                            ConMat Technologies, Inc.
                        Franklin Avenue and Grant Street
                             Phoenixville, PA 19460

            ---------------------------------------------------------
            (Name, Address and Telephone Number of Agent for Service)

                                 with a copy to:
                           Lawrence D. Rovin, Esquire
                 Klehr, Harrison, Harvey, Branzburg & Ellers LLP
                             260 South Broad Street
                             Philadelphia, PA 19102
                                 (215) 568-6060
                     ---------------------------------------

Approximate date of commencement of proposed sale to the public: As soon as
practicable following the date on which this Registration Statement becomes
effective.
                       -----------------------------------

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act, check
the following box. |X|

If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_| ______________

If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_| ______________



<PAGE>



If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration for the same
offering. |_|
--------------

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. |_|


                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
==========================================================================================================================
                                                             Proposed Maximum         Proposed Maximum        Amount of
  Title of Each Class of Securities     Amount To Be        Offering Price Per       Aggregate Offering      Registration
          To Be Registered             Registered (1)           Share (2)                Price (2)               Fee
==========================================================================================================================
<S>                                    <C>                  <C>                      <C>                     <C>
            Common Stock                3,258,333 (1)              $4.56                 $14,857,998            $4,131
==========================================================================================================================
</TABLE>

(1)      This registration statement covers shares which may be offered from
         time to time by selling stockholders, including (i) 1,250,000 shares of
         common stock issued and outstanding, (ii) 1,386,666 shares of common
         stock issuable upon conversion of the registrant's Series A convertible
         preferred stock, (iii) 196,667 shares of common stock issuable upon
         exercise of warrants, and (iv) 425,000 shares of common stock issuable
         upon exercise of options.

(2)      Based on the average of the high and low sales prices of the
         registrant's common stock as quoted on the Nasdaq OTC Bulletin Board on
         November 23, 1999, as estimated solely for the purpose of calculating
         the registration fee in accordance with Rule 457 under the Securities
         Act.

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.



<PAGE>



                                   PROSPECTUS

                            ConMat Technologies, Inc.

                             Up to 3,258,333 Shares
                                 of Common Stock

         The selling stockholders of ConMat Technologies, Inc. listed on page
23 under the caption "Selling Stockholders" may offer and resell up to an
aggregate of 3,258,333 shares of our common stock under this prospectus. The
number of shares that the selling stockholders may sell includes shares of
common stock that they may receive if they convert shares of Series A
convertible preferred stock or exercise warrants or options for the purchase of
shares of common stock. The number also includes shares of common stock that are
currently issued and outstanding. ConMat's common stock is quoted on the Nasdaq
OTC Bulletin Board under the symbol "CNMT." On November 23, 1999, the last
reported sale price of ConMat's common stock was $5.00 per share.

         The selling stockholders may sell the shares of common stock at any
time at any price. We will not receive any proceeds from the resale of these
securities. We have agreed to pay the expenses of this offering.

                           -------------------------

         See "Risk Factors" beginning on page 2 of this prospectus for a
discussion of certain factors that you should consider before investing.

                           -------------------------

         The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

                           -------------------------

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                           -------------------------

                  This prospectus is dated November ____, 1999.




<PAGE>



                                TABLE OF CONTENTS
                                                                            Page


SUMMARY  ......................................................................1

FORWARD LOOKING STATEMENTS.....................................................2

RISK FACTORS...................................................................2

USE OF PROCEEDS................................................................6

MARKET FOR COMMON STOCK........................................................6

DIVIDEND POLICY................................................................6

MANAGEMENT'S DISCUSSION AND ANALYSIS
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS......................7

CONMAT   .....................................................................12

MANAGEMENT....................................................................18

PRINCIPAL STOCKHOLDERS........................................................20

RELATED PARTY TRANSACTIONS....................................................22

SELLING STOCKHOLDERS..........................................................23

DESCRIPTION OF SECURITIES.....................................................24

PLAN OF DISTRIBUTION..........................................................26

LEGAL MATTERS.................................................................27

EXPERTS  .....................................................................27

WHERE YOU CAN GET MORE INFORMATION............................................27

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS...................................F-1






<PAGE>



                                     SUMMARY

This summary highlights selected information from this prospectus and may not
contain all the information that is important to you. To understand the stock
offering fully, you should carefully read this entire prospectus. References in
this prospectus to "we," "us," and "our" refer to ConMat Technologies, Inc.
and/or Polychem Corporation.

                            ConMat Technologies, Inc.
                        Franklin Avenue and Grant Street
                             Phoenixville, PA 19460
                                 (610) 935-0225

ConMat Technologies, Inc., formerly known as EPL Systems, Inc. and Phoenix
Systems, Inc., was incorporated in Florida in 1986. ConMat is not an operating
company and does not have significant assets or conduct significant business
except through its wholly-owned subsidiary. In December 1998, ConMat acquired
Polychem Corporation from The Eastwind Group, Inc. ConMat's strategy is to build
a material technology company focused on the development and manufacture of
proprietary custom engineered plastics and composite products to industrial end
users with a special emphasis on the wastewater treatment marketplace. ConMat's
acquisition of Polychem was the first step in executing this strategy. ConMat
plans to execute a growth strategy combining internal new product development
and corporate acquisitions.

                              Polychem Corporation
                        Franklin Avenue and Grant Street
                             Phoenixville, PA 19460
                                 (610) 935-0225

Polychem is a wholly-owned subsidiary of ConMat. Polychem develops and
manufactures custom engineered plastic molded products which are marketed to
wastewater treatment plants and other industrial end users.

                                  The Offering

The selling stockholders listed in this prospectus are offering up to 3,258,333
shares of ConMat's common stock at market prices which may vary from time to
time.

                                 Use of Proceeds

The offering is on behalf of selling stockholders. ConMat will not receive any
proceeds from the sale of the shares of common stock offered by the selling
stockholders pursuant to this prospectus. If the holders of warrants or options
to purchase common stock exercise the warrants or options, the holders will pay
an exercise price to ConMat. ConMat will use any proceeds from the exercise of
warrants or options for working capital and general corporate purposes.

                                    Dividends

We have never paid a cash dividend on our common stock and do not plan to pay
any cash dividends on our common stock in the foreseeable future.

                           Market for the Common Stock

There is a limited market for the common stock, which is quoted on the Nasdaq
OTC Bulletin Board under the symbol "CNMT."

                 Important Risks in Owning ConMat's Common Stock

Before you decide to purchase shares of common stock offered pursuant to this
prospectus, you should read the "Risk Factors" section of this prospectus
beginning on page 2.





<PAGE>



                           FORWARD LOOKING STATEMENTS

Some of the statements contained in this prospectus discuss future expectations,
contain projections of results of operations or financial condition or state
other "forward-looking" information. Those statements are subject to known and
unknown risks, uncertainties and other factors that could cause the actual
results to differ materially from those contemplated by the statements. The
forward-looking information is based on various factors and was derived using
numerous assumptions.

Important factors that may cause actual results to differ from projections
include, for example:

         o        general economic conditions, including their impact on capital
                  expenditures;
         o        business conditions in the material technology and wastewater
                  treatment industries;
         o        the regulatory environment;
         o        rapidly changing technology and evolving industry standards;
         o        new products and services offered by competitors; and
         o        price pressures.

                                  RISK FACTORS

An investment in ConMat's common stock involves a high degree of risk.
Prospective investors should carefully consider the following risk factors
before making an investment.

Our acquisition strategy may be unsuccessful.

Although we continue to devote significant efforts to improving our current
operations and profitability, ultimately, the success of our business strategy
depends upon the acquisition of complimentary material technology businesses. No
assurances can be made that we will be successful in identifying and acquiring
such businesses or that any such acquisitions will result in operating profits.
In addition, any additional equity financing required in connection with such
acquisitions may be dilutive to stockholders, and debt financing may impose
additional substantial restrictions on our ability to operate and raise capital.
In addition, the negotiation of potential acquisitions may require management to
divert their time and resources away from our operations.

We continually evaluate potential acquisition opportunities, particularly those
that could be material in size and scope. Acquisitions involve a number of
special risks, including:

         o        the focus of management's attention to the assimilation of the
                  acquired companies and their employees and on the management
                  of expanding operations;
         o        the incorporation of acquired products into our product line;
         o        the increasing demands on our operational systems;
         o        adverse effects on our reported operating results;
         o        the amortization of acquired intangible assets; and
         o        the loss of key employees and the difficulty of presenting a
                  unified corporate image.

We may not be able to obtain adequate financing for working capital and future
acquisitions.

We have financed our working capital requirements and capital expenditures
primarily through bank debt and cash flow generated from operations. In order to
satisfy our existing obligations and support our future growth strategy, we may
require additional capital. There can be no assurance that additional capital
will be available or that, if available, we can obtain such capital on
satisfactory terms. Any additional equity financing may be dilutive to
stockholders, and debt financing may impose substantial restrictions on our
ability to operate and raise additional funds.

We have a large amount of debt which we may not be able to service and which
restricts our activities.

We have a large amount of debt in relation to our assets and our revenues. As of
November 17, 1999, our aggregate amount of indebtedness was $5.4 million. We may
also incur additional debt from time to time to finance acquisitions or capital
expenditures or for other purposes, subject to the restrictions in our existing
debt instruments. Our existing debt entails significant risks, including the
following:



                                        2

<PAGE>



         o        It may be difficult for us to satisfy our substantial debt
                  service obligations;
         o        Our ability to obtain additional financing, if necessary, for
                  working capital, capital expenditures, acquisitions or other
                  purposes may be impaired or such financing may not be
                  available on favorable terms;
         o        We will need a substantial portion of our cash flow to pay the
                  principal and interest on our debt, including debt that we may
                  incur in the future;
         o        Payments on our debt will reduce the funds that would
                  otherwise be available for our operations and future business
                  opportunities;
         o        A substantial decrease in our net operating cash flow could
                  make it difficult for us to meet our debt service requirements
                  and force us to modify our operations;
         o        We may be more highly leveraged than our competitors, which
                  may place us at a competitive disadvantage; and
         o        We may be more generally vulnerable to a downturn in our
                  business or the economy generally.

If we are unable to service our debt or obtain additional financing, as needed,
our business and financial condition would be materially adversely affected. Our
ability to satisfy our debt obligations will depend upon our future financial
and operating performance as well as the availability of revolving credit
borrowings under our credit facility, which is dependent on, among other things,
our compliance with covenants and specified borrowing base prerequisites.

If we cannot service our debt, we will be forced to take actions such as
reducing or delaying acquisitions or capital expenditures, selling assets,
restructuring or refinancing our debt, or seeking additional equity capital or
bankruptcy protection. We cannot assure you that any of these remedies can be
effected on satisfactory terms, if at all.

Restrictive debt covenants in our loan instruments restrict our activities.

Our loan instruments restrict, among other things, our ability to:

         o        incur additional debt;
         o        pay dividends;
         o        redeem capital stock;
         o        create liens, dispose of assets, engage in mergers; and
         o        make contributions, loans or advances.

We are controlled by a small group of stockholders.

Our common stock is held by a small group of stockholders. Therefore, our public
stockholders may not have the power to elect ConMat's directors and direct the
policies of ConMat.

There is a limited public market for our common stock.

There is no established active public trading market for our common stock. Our
common stock is traded in the over-the-counter market and "bid" and "asked"
quotations regularly appear on the Nasdaq OTC Bulletin Board under the symbol
"CNMT". As of November 23, 1999, the last reported sale price of ConMat's common
stock was $5.00, and there were 10 firms listed as market makers for our common
stock. There can be no assurance that our common stock will trade at prices at
or about its present level, and an inactive or illiquid trading market may have
an adverse impact on the market price. Moreover, price fluctuations and the
trading volume in our common stock may not necessarily be dependent upon or
reflective of our financial performance.

Holders of our common stock may experience substantial difficulty in selling
their securities. The trading price of our common stock could be subject to
significant fluctuations in response to variations in quarterly operating
results, changes in the analysts' estimates, announcements of technological
innovations, general industry conditions.

The public sale of shares eligible for future sale may adversely affect the
price of our common stock.

The 3,258,333 shares of common stock offered pursuant to this prospectus were
subject to resale restrictions, but are now registered for public sale by the
selling stockholders. Future sales of shares by current stockholders, including
the selling stockholders, could cause the market price of our common stock to
decline.


                                        3

<PAGE>



If we do not adapt to technological advances in our industry as quicky as our
competitors, our operating results and financial condition could be adversely
affected.

We compete in markets and industries that require sophisticated manufacturing
systems and other advanced technology to deliver state-of-the-art products.
These systems and technologies will have to be refined and updated as the
underlying technologies advance. We cannot assure you that, as systems and
technologies become outdated, we will be able to replace them, to replace them
as quickly as our competitors or to develop and market new and better products
in the future. Higher overhead and manufacturing costs due to a failure to
update and improve processes could limit our competitive position. In addition,
failure to make technological advances could adversely affect our ability to
successfully market custom engineered plastics and composite products.

Concentration of order backlog in a single project could expose us to operating
losses and cash flow problems.

From time to time we have a significant percentage of our order backlog
concentrated in a single project. If construction or payment for shipped
materials is delayed on such a significant project, we could be exposed to
operating losses and restrictive cash flow problems. This could also hamper our
ability to pursue new business opportunities or result in credit shortages.

We are subject to risks related to our international operations.

We anticipate that international sales will increasingly account for a
significant portion our net sales and revenue. We intend to expand our export
sales to markets in Asia, Europe, South America and the Middle East and to enter
additional countries in these international markets which may require
significant management attention and financial resources. Our operating results
will be increasingly subject to risks related to international sales, including:

         o        regulatory requirements;
         o        political and economic changes and disruptions;
         o        transportation delays;
         o        national preferences for locally manufactured products; and
         o        import duties or other taxes which may affect the prices of
                  our products in other countries relative to competitors.

We do not have firm contracts with plastic resin suppliers and our operating
results may be adversely affected by shortages or price increases.

Our operations are dependent on adequate supplies of plastic resins. We source
plastic resin primarily from major industry suppliers, such as BASF and ALM
Industries. We have long-standing relationships with some of these suppliers but
have not entered into a firm supply contract with any of our resin vendors. We
may not be able to obtain plastic resins in adequate supply or at an acceptable
cost in the event of an industry-wide general shortage of resins, or a shortage
or discontinuation of certain types of grades of resin purchased from one or
more of our suppliers.

In addition, plastic resins are subject to cyclical price fluctuations,
including those arising from supply shortages and changes in the prices of
natural gas, crude oil and other petrochemical intermediates from which resins
are produced. An increase in resin prices may have a material adverse effect on
our financial condition and results of operations.

Industry consolidation may result in pricing pressures or our exclusion from
bidding on larger projects, which could have an adverse affect on our operating
results.

Major corporations with an international presence continue to consolidate
products and services within the wastewater treatment industry on a global
basis. This trend may result in more single source bidding for large scale new
wastewater treatment construction and may result in pricing pressures for our
core products or our exclusion from larger projects. In response to this trend,
we intend to expand our product offerings to the wastewater treatment industry
through acquisitions of or joint ventures with smaller companies offering
complimentary products and to develop or acquire product lines serving
industries other than wastewater treatment. However, no assurances can be made
that we will be successful in these pursuits.



                                        4

<PAGE>



Privatization of municipal wastewater treatment plants may limit our ability to
bid on projects.

Until recently most wastewater facilities were owned and operated by the
municipal governments. As a result of a drop in federal funding, municipalities
are beginning to consider private management or ownership as a financially
attractive alternative. Consequently, some large international corporations are
becoming more involved in ownership or management. Such arrangements could
impact the exclusive supplier relationships with our competitors thereby
precluding us from bidding on projects. We are in discussions with a number of
these management companies in an attempt to become an exclusive supplier.
However, there can be no assurance that Polychem will be successful in
establishing such relationships.

The markets in which Polychem competes are highly competitive.

Experienced competition exists in each of Polychem's major markets, and many of
Polychem's competitors maintain good working relationships with their customers,
produce quality products and have access to significantly greater financial
resources. There can be no assurance that we will be able to keep pace with the
technological demands of the marketplace or successfully enhance our products or
develop new products which are demanded by the industry.

Our operations and properties may expose us to material costs or liabilities
related to environmental regulations.

Our operations and properties are subject to a wide variety of federal, state
and local laws and regulations, including those governing the use, storage and
handling, generation, treatment, emission, remediation of contaminated soil and
ground water, and the health and safety of employees. There is no assurance that
our operations or properties will comply with applicable regulations. As such,
our operations and properties expose us to the risk of claims with respect to
such matters and we may incur material costs or liabilities in connection with
such claims.

Any Year 2000 disruptions could adversely affect our financial condition and
results of operations.

Many computer software systems, as well as some hardware and equipment utilizing
date-sensitive data, were designed to use two-digit date fields. Consequently,
these systems, hardware and equipment will not be able to recognize dates
properly beyond the year 1999. If we are unable to complete on a timely and
cost-efficient basis the remediation or replacement of critical systems or
equipment not yet in compliance, or develop alternative procedures, or if our
major suppliers, financial institutions or others with whom we conduct business
are unsuccessful in implementing timely solutions, Year 2000 disruptions could
have a material adverse effect on our financial condition and results of
operations. This adverse effect could result in interruptions in our ability to
manufacture products, process and ship orders and properly bill and collect
accounts receivable.






                                        5

<PAGE>



                                 USE OF PROCEEDS

ConMat will not receive any proceeds from the sale of the shares of common stock
offered by the selling stockholders pursuant to this prospectus. If the holders
of warrants or options to purchase common stock exercise the warrants or
options, the holders will pay an exercise price to ConMat. ConMat will use any
proceeds from the exercise of warrants or options for working capital and
general corporate purposes.

                             MARKET FOR COMMON STOCK

The common stock of ConMat is quoted on the Nasdaq OTC Bulletin Board under the
symbol "CNMT" and began trading December 21, 1998. The following table shows
quarterly low and high bid information for the common stock from inception
through November 23, 1999:


                  1999                      Low Bid               High Bid
                  ----                      -------               --------

                  Fourth Quarter (1)         $4.00              $4.125
                  Third Quarter               5.00               2.25
                  Second Quarter              3.00               3.00
                  First Quarter               1.63               4.00

                  1998

                  Fourth Quarter (2)          1.50               2.125

----------
(1)      Through and including November 23, 1999.
(2)      Commencing December 21, 1998.

Market quotations reflect inter-dealer prices, without retail markups, markdown
or commissions and may not necessarily reflect actual transactions. As of
November 23, 1999, there were 2,250,000 shares of common stock outstanding held
by approximately 14 holders of record.

                                 DIVIDEND POLICY

We have never paid a cash dividend on our common stock and do not plan to pay
any cash dividends on our common stock in the foreseeable future.




                                        6

<PAGE>



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

                      Background and Basis of Presentation

On December 8, 1998, ConMat, a non-operating company with immaterial net assets,
acquired 100% of the outstanding common stock of Polychem from Eastwind. The
acquisition resulted in the owners and management of Polychem having effective
operating control of the combined entity.

The acquisition has been accounted for as a capital transaction in substance,
rather than a business combination. The acquisition is equivalent to the
issuance of stock by Polychem for the net monetary assets of ConMat, accompanied
by a recapitalization, and is accounted for as a change in capital structure.
Accordingly, the accounting for the acquisition is identical to that resulting
from a reverse acquisition, except that no goodwill is recorded. Under reverse
acquisition accounting, the post reverse-acquisition comparative historical
financial statements of the "legal acquirer" (ConMat), are those of the "legal
acquiree" (Polychem).

Accordingly, the consolidated financial statements of ConMat included in this
prospectus are the historical financial statements of Polychem for the same
periods adjusted for the following transactions contained in the Share Exchange
Agreement executed at consummation of the acquisition. The basic structure and
terms of the acquisition, together with the applicable accounting effects, were
as follows:

         o    ConMat acquired all of the outstanding shares of common stock of
              Polychem from Eastwind in exchange for (i) 1,000,000 shares of
              newly issued common stock of ConMat (which Eastwind transferred to
              The Eastwind Group, Inc. Shareholder Trust) and (ii) 1,333,333
              shares of newly issued cumulative, 2% Series A convertible
              preferred stock of ConMat. The common stock and Series A
              convertible preferred stock exchanged, in addition to the existing
              ConMat shares outstanding, collectively resulted in the
              recapitalization of Polychem. Earnings per share calculations
              include Polychem's change in capital structure for all periods
              presented.

         o    ConMat assumed and discharged the following liabilities of
              Eastwind: (i) $160,000 owed to Paul A. DeJuliis, Eastwind's former
              Chairman and Chief Executive Officer, who is the current Chairman
              and Chief Executive Officer of ConMat, discharged by the issuance
              to Mr. DeJuliis of 53,333 shares of Series A convertible preferred
              stock; (ii) $100,000 owed to Clifton Capital, Ltd., discharged by
              the payment to Clifton Capital, Ltd. of $100,000; and (iii)
              $500,000 owed to Mentor Special Situation Fund, L.P. discharged by
              the issuance to Mentor Special Situation Fund, L.P. of 166,667
              shares of newly issued Series B preferred stock of ConMat and
              warrants to purchase 166,667 shares of common stock. In addition,
              Mentor Management Company exchanged warrants to purchase 30,000
              shares of Eastwind common stock for warrants to purchase 30,000
              shares of ConMat common stock.

         o    Prior to the acquisition, Eastwind had caused Polychem to
              distribute to Eastwind approximately $940,000. As part of the
              acquisition, Eastwind agreed to repay these distributions with
              interest, or forego a portion of the Series A preferred stock
              issued to it as an adjustment to the purchase price. To reflect
              this agreement, Eastwind issued to Polychem a promissory note in
              the amount of $940,000, secured by the pledge of 313,333 shares of
              Series A convertible preferred stock. This note accrued interest
              at 8% per year and principal and interest were due and payable
              November 30, 2000. Eastwind defaulted under the terms of the note
              as a result of a default by Eastwind on a guarantee of an
              unrelated debt obligation and as a result of a material adverse
              change in Eastwind's financial condition. Following such default,
              ConMat sought to foreclose on the pledged shares. Pursuant to a
              Settlement Agreement dated June 29, 1999, Eastwind transferred the
              pledged shares to Polychem in exchange for cancellation of the
              note. The amounts previously paid to Eastwind have been accounted
              for as distributions by Polychem to Eastwind in the form of
              dividends. For financial accounting purposes, the return of the
              pledges shares was treated as a reduction in the number of shares
              of Series A convertible preferred stock issued to Eastwind in
              connection with the acquisition of Polychem and in the number of
              Series A preferred stock outstanding.

         o    In connection with the acquisition, ConMat assumed certain
              liabilities of Eastwind. Such liabilities are considered to be
              "contributed" to Polychem by Eastwind upon consummation of the
              acquisition resulting in a reduction of Polychem's stockholders
              equity. ConMat's securities issued in connection with the
              acquisition to satisfy these liabilities are recorded at the
              amounts of the related liabilities relieved.


                                        7

<PAGE>



                              Results of Operations

Nine Month Periods Ended September 30, 1999 and September 30, 1998

The following table sets forth certain statement of operation items as a
percentage of net sales for the period indicated:

                                                     Nine Months Ended Sept 30

                                                       1999            1998
                                                       ----            ----

Net Sales...........................                  100.0%          100.0%
Cost of Goods Sold.................                    70.9            74.7
Gross Profit...........................                29.1            25.3
Selling and Administrative...........                  20.2            23.8
Interest Expense....................                    4.4             4.8
Other Expense......................                     0.5             3.4
Income Tax.........................                     1.3              -
                                                      -----           -----
Income (Loss)......................                     2.5            (6.7)
                                                      =====           =====


Total revenues increased by $1,878,000 or 27% to $8,798,000 for the nine months
ended September 30, 1999 from $6,920,000 for the nine months ended September 30,
1998. This increase is attributable to Polychem's efforts to increase market
penetration internationally where it has previously done business as well as
increased volume from the domestic market. During the nine months ended
September 30, 1999, Polychem realized revenues in excess of $500,000 from
international markets in which it had previously never consummated sales. This
included $400,000 in South America, primarily Columbia, and over $100,000 in the
Middle East, including Egypt and Dubai. Additionally, Polychem realized
increased domestic revenues, primarily out of the West and Southwestern regions
of the United States where there has been increased spending on water treatment
projects and where Polychem has a strong marketing presence.

Gross profit increased by $809,000 or 46.3% to $2,557,000 for the nine months
ended September 30, 1999 from $1,748,000 for the comparable period in the prior
year. Gross profit increased as a percentage of sales to 29.1% for the nine
months ended September 30, 1999 from 25.3% for the comparable period in the
prior year. These increases are a result of increased utilization of existing
plant capacity as the result of which increased production did not require
substantial increases in manufacturing costs, as well as the ongoing effect of
several cost saving measures implemented by management. These measures include
improved productivity as a result of mechanization through new equipment
purchases. This increase in productivity allows Polychem to maintain the same
level of production with lower direct labor costs (wages expended on skilled and
unskilled workers that are allocated directly to a particular unit). While
difficult to quantify, improved productivity arising from the purchase of new
automated machinery should yield approximately $100,000 to $150,000 in annual
cost savings. Further, Polychem has internalized previously outsourced
production resulting in lower material costs. Management estimates cost savings
of $50,000 to $100,000 annually from this reduced outsourcing.

Selling and administrative expenses increased by $123,000, or 7.4% to $1,775,000
for the nine months ended September 30, 1999 from $1,652,000 for the comparable
period in the prior year. This increase reflects one-time charges of $88,000
related to the Polychem acquisition. As a percentage of revenues, however,
selling and administrative expenses decreased to 20.2% for the nine months ended
September 30, 1999 from 23.8% of total revenues for the comparable period in the
prior year. Management is closely monitoring selling and administrative expenses
and expects such expenses to decrease as a percentage of sales in future periods
due to anticipated increased revenues. Management anticipates increased revenues
as Polychem realizes the benefits from expenditures made in late 1997 and early
1998 in an effort to increase Polychem's global sales focus, including the
hiring of additional sales personnel. As the efforts of Polychem's global sales
force progress, Polychem anticipates increased revenues without significant
increases in selling and administrative expenses. This is reflected in the
decrease in selling and administrative expenses as a percentage of revenues
experienced during the nine months ended September 30, 1999.

Interest expense for the nine months ended September 30, 1999 increased $45,000
or 13.2%, to $385,000 from $340,000 for the comparable period in the prior year.
This higher cost reflects ConMat's increased borrowing on its working capital
line to finance increased receivables and inventory arising from increased
volume. Interest costs as a percentage


                                        8

<PAGE>



of total revenues declined to 4.4% in the nine months ended September 30, 1999
compared to 4.8% in the comparable period in the prior year.

Fiscal Years Ended January 2, 1999 and January 3, 1998

The following table sets forth statement of operations items as a percentage of
total net sales for the periods indicated:

                                                     Fiscal Years Ended
                                                     ------------------
                                              January 2, 1999    January 3, 1998
                                              ---------------    ---------------

         Net Sales                                100.0%             100.0%
         Cost of Goods Sold                       73.7                75.4
         Gross Profit                             26.3                24.6
         Selling and Administrative               22.7                17.5
         Interest Expense                          6.7                 3.4
         Other Expense                             3.2                 4.2
                                              --------             -------
         Income (Loss)                            (6.3)               (0.5)
                                              ========             =======

Total revenues decreased by $3,060,000, or 25%, to $9,070,000 for the fiscal
year ended January 2, 1999 from $12,130,000 for the fiscal year ended January 3,
1998. This decline is attributable in large measure to delays in processing $3.0
million in contracts in the United States, which were not realized in 1998. The
domestic projects came back on line in 1999 and are part of Polychem's current
backlog. In addition, an anticipated increase in Asian revenues did not occur as
the result of a severe liquidity crisis in the region which made funding of
projects very difficult. As a result of this liquidity crisis, approximately 30
projects worth approximately $15 million on which Polychem had open quotes were
delayed. Polychem products are specified in approximately $4 million of such
projects. ConMat believes, however, that a substantial portion of these projects
will ultimately be awarded due to their environmental significance. While
management had expected an increase in revenues derived from activities in Asia
of approximately $4 million, such revenues increased $300,000 to $1.4 million
during the twelve month period ended January 2, 1999, compared to $1.1 million
in the twelve month period ended January 3, 1998. ConMat has reduced its
reliance on Asia by shifting its sales focus to projects in other parts of the
world where project start dates are more certain due to better economic
stability. As a result of the problems in Asia, Polychem's international sales
force began emphasizing areas of the world where Polychem had not previously
made any sales. These areas included the Middle East, Mediterranean, South
America and parts of Eastern and Western Europe. In each of these areas there
was greater certainty with respect to a project start date because of the
ability of organizations to obtain the necessary funding for these projects. As
a result, ConMat ended the twelve month period ended January 2, 1999 with a
booked order backlog (confirmed orders with specific shipping dates) of
$5,400,000, or an increase of 135% over the $2,300,000 backlog at the end of the
prior annual period.

Gross profit decreased by $604,000, or 20%, to $2,384,000 for the twelve month
period ended January 2, 1999 from $2,988,000 for the prior annual period as a
result of the decrease in total revenues. Gross profit increased as a percentage
of sales to 26.3% for the twelve month period ended January 2, 1999 from 24.6%
for the prior annual period. The percentage increase reflects a combination of
several cost saving measures implemented by management which are expected to
have increased benefits in the future as costs increase more slowly than
revenues. While difficult to quantify, improved productivity arising from the
purchase of new automated machinery should yield approximately $100,000 to
$150,000 in annual cost reductions. Further, the internalization of formerly
outsourced production should yield estimated cost savings of $50,000 to 100,000
annually. Reduced outsourcing results in fewer outside purchases of finished
products and accompanying cost savings due to the lower cost of converting raw
materials versus the cost of purchasing finished products. Management expects
gross profits to increase in the near term reflecting an improved mix of more
profitable international versus domestic sales, lower material costs, and
continued improvements in production efficiencies.

Selling and administrative expenses decreased by $64,000, or 3.0%, to $2,055,000
for the twelve month period ended January 2, 1999 from $2,119,000 for the prior
annual period. As a percentage of revenues, selling and administrative expenses
increased to 22.7% for the twelve month period ended January 2, 1999 from 17.5%
for the prior annual period. The level of selling and administrative expenses
during the twelve month period ended January 2, 1999 reflects costs associated
with the penetration of new markets around the world and the moderation of
Polychem's reliance on Asian markets for new revenues.



                                        9

<PAGE>



Interest expense for the twelve month period ended January 2, 1999 includes a
one-time charge of $143,000 relating to deferred financing costs associated with
the September 1998 refinancing. Excluding this one-time charge, interest expense
increased $61,000, or 15%, to $467,000 for the twelve month period ended January
2, 1999 from $406,000 for the prior annual period. Increased average borrowings
as a result of the aforementioned refinancing were the primary reason for the
increase. Management expects future interest costs to remain fairly stable.

For the twelve month period ended January 2, 1999, ConMat experienced a loss of
$575,000, which included corporate charges from Polychem's former parent company
of $480,000. The corporate charges represent assessments to provide for the
parent company's corporate overhead expenses, including legal and accounting
costs, regulatory compliance costs, insurance costs, administrative overhead as
well as other unforeseen costs. For the prior annual period, ConMat realized a
net loss of $64,000, which included corporate charges from Polychem's former
parent company of $640,000. ConMat anticipates that its corporate overhead
expenses will be approximately $350,000 per year. The larger loss experienced in
the twelve month period ended January 2, 1999 reflects, as described above, a
significant decrease in revenues which was not offset by a comparable decrease
in manufacturing costs.


                         Liquidity and Capital Resources

ConMat's primary source of working capital is a credit facility of up to $5
million, subject to a lending formula limit, secured by Polychem's assets with
borrowings limited to a percent of eligible receivables and inventory. At
January 2, 1999, ConMat was not in compliance with certain financial covenants
associated with the General Electric Capital Corporation facility. These
instances of noncompliance were waived by General Electric Capital Corporation.
By the end of the first quarter of 1999, ConMat was back in compliance with such
financial covenants and anticipates continued compliance moving forward.
However, there can be no assurance that ConMat will remain in compliance or that
General Electric Capital Corporation will continue to waive any noncompliance.
As of November 17, 1999, the maximum borrowing amount was $2,256,000 and the
outstanding balance was $2,101,000. See "ConMat -Polychem- Debt and
Encumbrances." Management believes that ConMat has sufficient assets, equipment
and facility to attain and absorb forecasted growth in revenues. ConMat has no
commitments for significant capital expenditures in the foreseeable future.
Management believes that ConMat's cash and capital resources, together with cash
flow from operations, will be sufficient to finance current and forecasted
operations including its capital spending and research and development needs.
ConMat is, however, actively seeking potential strategic acquisitions and,
depending on the size and terms of any such acquisitions, additional financing,
including equity infusions, may be required.

At September 30, 1999, ConMat had significant net operating loss carryforwards
which expire in periods up to 2018. ConMat has recorded a valuation allowance to
reflect a net deferred tax asset that management believes is realizable in
future tax years from income from operations. Management's expectations with
respect to the realization of the net deferred tax asset are based on the
realization of a net profit for the nine month period ended September 30, 1999,
the current operation of ConMat above its break-even point and Polychem's
significant booked order backlog. However, no assurances can be given that
ConMat will generate sufficient profits to utilize the net operating loss carry
forwards. If ConMat is unable to realize the net deferred tax asset, it will be
charged off as an expense and removed as an asset from ConMat's consolidated
balance sheet.

Nine Month Period Ended September 30, 1999

ConMat realized a profit of $220,000 and a net cash surplus of $26,000 for the
nine months ended September 30, 1999. For the comparable period in the prior
year, ConMat experienced a loss of $464,000 and a net cash surplus of $186,000.
The improved profitability is a direct result of increased revenues. At the
current level of revenues, ConMat is operating above its break-even point. The
decrease in net cash realized is the result of both a large increase in accounts
receivable resulting from increased volume and a single receivable of
approximately $1.3 million for which payment has been delayed by ninety days.
ConMat expects to collect a material portion of this receivable by year-end.

During the nine months ended September 30, 1999, ConMat realized net cash from
all sources of $26,000. During the same period, ConMat saw an increase in
operating capital requirements of $1,116,000. This increased requirement was
generated primarily from an increase in accounts receivable of $1,849,000
resulting from increased revenues and delay in payment of a single $1.3 million
receivable. This increase in accounts receivable was offset by an increase in
accounts payable of $245,000. ConMat's operating capital needs for the nine
months ended September 30, 1999 was sufficiently financed by its current credit
facility. Cash flow from investing activities included expenditures for new
equipment of $40,000. Financing activities included proceeds from the mortgage
financing of 1,880,000 with a


                                       10

<PAGE>



corresponding repayment of principal on outstanding debt of $1,248,000. ConMat
had net borrowings of $764,000 reflecting primarily draws on its working capital
line to fund its working capital requirements.

On August 25, 1999, Polychem received a $1.88 million term loan from the Public
School Employes' Retirement Board, secured by a mortgage on Polychem's
Phoenixville, Pennsylvania facility. $813,000 of the net proceeds from the loan
was applied to reduce the outstanding balance of the General Electric Capital
Corporation term loan and the remaining $996,000 of net proceeds was applied to
reduce the outstanding balance of the General Electric Capital Corporation
revolving line of credit.

Fiscal Years Ended January 2, 1999 and January 3, 1998

Despite incurring a loss for the twelve month period ended January 2, 1999,
ConMat realized net cash from operating activities of $462,000 related primarily
to a decrease in accounts receivable of $902,000, a reduction in prepaid
expenses of $80,000 and non-cash charges for depreciation and amortization of
$313,000. These inflows were reduced by an increase in deferred finance costs of
$167,000 and combined decreases in accounts payable and accrued expense of
$51,000. Accounts receivable decreased 26% from the twelve month period ended
January 3, 1998, to $2.6 million from $3.5 million, reflecting normal
collections during the period and a lower ending receivables balance reflecting
the 25% decrease in revenues from the twelve month period ended January 3, 1998.
Cash flow from investing activities included expenditures for new equipment of
$177,000. Financing activities used net cash of $330,000, primarily reflecting
net borrowings arising from a financing of $123,000, a capital distribution to
the former parent of $250,000 and recapitalization costs in connection with the
acquisition of Polychem of $173,000.

For the twelve month period ended January 3, 1998, ConMat realized cash from
operating activities of $422,000 related primarily to decreases in accounts
receivable of $467,000 and inventory of $434,000, plus increases in accounts
payable of $188,000 and non-cash charges for depreciation and amortization of
$233,000. These inflows were reduced by decreases in accrued liabilities of
$446,000 and deferred revenues of $92,000. Cash flow from investing activities
included purchases of new equipment for $126,000. Net cash of $284,000 used in
financing activities reflects the excess of net borrowings under the line of
credit above scheduled principal repayments of the term debt, less repayment of
$360,000 on subordinated notes and dividends to the former parent of $768,000.

                              Year 2000 Compliance

Changing from the year 1999 to 2000 has the potential to cause problems in data
processing and other date-sensitive systems. The Year 2000 date change can
affect any system that uses computer software programs or computer chips,
including automated equipment and machinery. The Year 2000 problem is the result
of computer programs using two digits rather than four to define the year. Any
of Polychem's programs that are time sensitive may recognize a date using "00"
as the year 1900 rather than the year 2000. This could result in a major system
failure or miscalculations. At Polychem, computer systems are used to run all
administrative and key design and manufacturing functions. Computer software and
computer chips also are used to run security systems, communications networks
and other essential equipment. Because of its reliance on these systems,
Polychem is following a process to assure that such systems are ready for the
Year 2000 date change.

In June 1998, Polychem entered into an agreement with IBM Corporation and IBM's
authorized software licensee for systems, CNA Systems, Incorporated. Polychem
entered into the agreement, in part, to initiate a Year 2000 plan to ensure that
Polychem's existing information systems were Year 2000 compliant. In connection
with the agreement, Polychem has upgraded its computer system from an IBM System
36 AS/400 and has purchased new software applications relating to sales and
marketing, manufacturing, financial management, materials management, quality
control and management information support systems.

During the fourth quarter of 1998, Polychem commenced the editing and
reprogramming of its existing databases. During the first quarter of 1999,
Polychem commenced testing of inter-modular software applications, using the
revised databases. Polychem is currently running parallel with this system and
will complete its Year 2000 preparation by December 1, 1999. In connection with
the foregoing, Polychem has completed its assessment of which systems and
equipment are most prone to placing Polychem at risk if they are not Year 2000
compliant (i.e., mission critical systems).

Significant vendors have been requested to advise Polychem in writing of their
Year 2000 readiness, including actions to become compliant if they are not
already compliant. Vendors who provide significant technology-related


                                       11

<PAGE>



services to Polychem have modified their system to become Year 2000 compliant.
The monitoring of certain vendors will continue into the remainder of 1999.

Polychem has completed contingency plan for how Polychem would resume business
if unanticipated problems arise from non-performance by vendors.

Polychem spent $125,000 during the year ending December 31, 1998 and $45,000
during the nine months ended September 30, 1999, relating to costs incurred as a
result of its Year 2000 Plan. Polychem anticipates incurring approximately
$10,000 in additional costs related to the implementation of the Year 2000 plan.
Management presently believes the Year 2000 issue will not pose significant
operating problems for Polychem. However, if implementation and testing plans
are not completed in a satisfactory and timely manner by Polychem or third
parties on which Polychem is dependent, or other unforeseen problems arise, the
Year 2000 issue could potentially have an adverse effect on the operations of
Polychem.

                                     CONMAT

General

ConMat Technologies, Inc., formerly known as EPL Systems, Inc. and Phoenix
Systems, Inc., was incorporated in Florida in 1986. ConMat is not an operating
company and does not have significant assets or conduct significant business
except through its wholly-owned subsidiary. In December 1998, ConMat acquired
100% of the common stock of Polychem Corporation from The Eastwind Group, Inc.
ConMat's strategy is to build a material technology company focused on the
development and manufacture of proprietary custom engineered plastics and
composite products to industrial end users with a special emphasis on the
wastewater treatment marketplace. ConMat's acquisition of Polychem was the first
step in executing this strategy. ConMat plans to execute a growth strategy
combining internal new product development and corporate acquisitions. The
principal executive offices of ConMat are located at Franklin Avenue and Grant
Street, Phoenixville, PA 19460. The telephone number is (610) 935-0225.

As of November 17, 1999, ConMat and Polychem had a total of 77 full-time
employees.

Acquisition of Polychem

On December 8, 1998, ConMat acquired 100% of the common stock of Polychem from
Eastwind. The basic structure and terms of the transaction were as follows:

         o        ConMat acquired all of the outstanding shares of common stock
                  of Polychem from Eastwind in exchange for (i) 1,000,000 shares
                  of newly issued common stock of ConMat and (ii) 1,333,333
                  shares of newly issued Series A convertible preferred stock of
                  ConMat. Eastwind subsequently transferred the 1,000,000 shares
                  of common stock to The Eastwind Group, Inc. Shareholder Trust,
                  a trust for the benefit of Eastwind's shareholders in which
                  Eastwind has no interest.

         o        ConMat assumed and discharged the following liabilities of
                  Eastwind: (i) $160,000 owed to Paul A. DeJuliis, Eastwind's
                  former Chairman and Chief Executive Officer, who is the
                  current Chairman and Chief Executive Officer of ConMat,
                  discharged by the issuance to Mr. DeJuliis of 53,333 shares of
                  Series A convertible preferred stock; (ii) $100,000 owed to
                  Clifton Capital, Ltd., discharged by the payment to Clifton
                  Capital, Ltd. of $100,000; and (iii) $500,000 owed to Mentor
                  Special Situation Fund, L.P., discharged by the issuance to
                  Mentor Special Situation Fund, L.P. of 166,667 shares of newly
                  issued Series B preferred stock of ConMat and warrants to
                  purchase 166,667 shares of common stock. In addition, Mentor
                  Management Company exchanged warrants to purchase 30,000
                  shares of Eastwind common stock for warrants to purchase
                  30,000 shares of ConMat common stock.

         o        Prior to the acquisition, Eastwind had caused Polychem to
                  distribute to Eastwind approximately $940,000. As part of the
                  acquisition, Eastwind agreed to repay these distributions with
                  interest, or forego a portion of the Series A preferred stock
                  issued to it as an adjustment to the purchase price. To
                  reflect this agreement, Eastwind issued to Polychem a
                  promissory note in the amount of $940,000, secured by the
                  pledge of 313,333 shares of Series A convertible preferred
                  stock. This note accrued interest at 8% per year and principal
                  and interest were due and payable November 30, 2000. Eastwind
                  defaulted under the terms of the note as a result of a default
                  by Eastwind on a guarantee of an


                                       12

<PAGE>



                  unrelated debt obligation and as a result of a material
                  adverse change in Eastwind's financial condition. Following
                  such default, ConMat sought to foreclose on the pledged
                  shares. Pursuant to a Settlement Agreement dated June 29,
                  1999, Eastwind transferred the pledged shares to Polychem in
                  exchange for cancellation of the note. The amounts previously
                  paid to Eastwind have been accounted for as distributions by
                  Polychem to Eastwind in the form of dividends. For financial
                  accounting purposes, the return of the pledged shares was
                  treated as a reduction in the number of shares of Series A
                  convertible preferred stock issued to Eastwind in connection
                  with the acquisition of Polychem and in the number of Series A
                  convertible preferred stock outstanding.

In compliance with applicable state law, the transaction was approved by the
Board of Directors and stockholders of ConMat and the Board of Directors of
Eastwind. In addition, General Electric Capital Corporation approved the
transaction as required by the terms of a Loan and Security Agreement between
Polychem and General Electric Capital Corporation.


Polychem

General. Polychem is a wholly-owned subsidiary of ConMat. Polychem was
originally formed in February 1995 by its former owner for the purpose of
acquiring substantially all of the assets and business of The Polychem Division
of The Budd Company. Polychem, which has been in business since 1955, develops
and manufactures custom engineered plastic molded products which are marketed
primarily to wastewater treatment plants, as well as to other industrial users.

Products. Polychem engineers and produces an extensive line of plastic molded
products that are used in a variety of industrial markets. Polychem's typical
products include, among others, complete non-metallic rectangular clarifier
component systems for water and wastewater treatment operations. Polychem's
clarifier component systems are primarily used for the removal of sediment and
solids from wastewater. The clarifier systems are, in effect, settling tanks
through which water passes, allowing suspended solids to settle. These systems
are comprised of non-metallic chain, sprockets, stub shafts, wear shoes and
other products fabricated to customer specifications. Polychem also produces:

         o        cast nylon elevator buckets for handling foundry sand,
                  aggregate and glass cullet. These buckets are secured to
                  elevators and used to convey raw materials to their point of
                  use in the manufacture of steel, glass and other products.

         o        phenolic sprockets and pulleys used with blade belts in the
                  cutting housing for agricultural equipment and for securing
                  electrical cables for mining equipment.

         o        celeron bearings for the rolling machinery in steel mills.

         o        extruded thermoset air conditioning ducts for aircraft.

         o        molded conveyor chains and accessories for conveying cans,
                  bottles and other packaged materials during production, water
                  and wastewater treatment and other material handling
                  industries.

Most of the nylon buckets, steel mill bearings and table-top conveyor chains are
sold as off-the-shelf items to steel mills and distributors. The majority of the
balance of Polychem's products are produced for use in a complete system of
wastewater treatment clarifier equipment that Polychem sells to its customers.
Such a complete system is usually built to customer specifications and sold
under an order selected from competitive bids. The "reaction injection molded"
nylon products and the injected molded products account for between 80% and 90%
of Polychem's sales; compression molded products comprise the balance of the
business. The average life expectancy of Polychem's typical products is ten
years. The cost of Polychem's systems varies based on the scope of the system
and the end user modifications required. The cost of a system generally ranges
from $20,000 to $45,000. In addition to its existing products, Polychem
continues to explore new product applications. Polychem currently has one
product designed for use in the automotive industry entering the test market
phase and two wastewater treatment products in the feasibility study stage.

Wastewater treatment plants are primarily used to clean sewage and return water
to general public use. Wastewater treatment plants are generally owned by
municipalities or water authorities. There are over 15,000 wastewater treatment
plants in the United States. Polychem estimates that globally there are 30,000
to 50,000 plants. In the United States,


                                       13

<PAGE>



an estimated $22 billion is spent on wastewater treatment plants annually, while
an estimated $83 billion is spent annually on a global basis.

Polychem provides quotes to contractors for components for approximately 400
wastewater treatment projects each year. Project contracts typically are awarded
on a competitive bid basis. In some cases, the municipality or its engineer
determines, based on price, reliability, system flexibility or other factors,
that certain components must come from a specific manufacturer. If Polychem
products are so required, the successful bidder has to buy the specified
components from Polychem. In most cases a particular manufacturer is not
specified, and the successful bid is selected on such factors as price, system
adaptability and reputation. Historically, Polychem products are used in
approximately 25% of the projects for which Polychem provides quotes. Polychem
does not bid directly for new projects, but rather supplies its products to a
contracting engineer, who in turn bids for new projects. Polychem bids directly
for replacement products. Of the approximately 400 bids submitted annually,
approximately 60% are for replacement parts and 40% are new projects. New
projects account for approximately 75% of Polychem's revenues.

Manufacturing Processes. Polychem's plant is equipped and organized to
accommodate the manufacturing cycle through which raw materials are converted
into finished product. Raw materials are stored in tanks inside and outside the
facility. The manufacturing cycle begins with the mixing of raw materials, which
are then sent to the Molding Department. In the Molding Department, products are
molded in batches by one of the following three processes:

         o        "Reaction injection molded" molding, which produces nylon
                  buckets, stub shafts, and sprockets. In "reaction injection
                  molded" molding, a compound containing a catalyst and a
                  compound containing a promoter are mixed in the mold where a
                  reaction takes place; the combination and percentage of base
                  chemicals and additives determine the properties of the final
                  product;

         o        Compression molding, which produces phenolic steel mill
                  bearings, timing gears, timing pulleys and other molded
                  products. In the compression molding process, phenolic
                  macerate or phenolic laminate is placed in heated molds
                  (approximately 325 degrees) and cured for a specific period of
                  time at pressures up to 3000 PSI; and

         o        Injection molding, which produces engineered resin parts used
                  for wastewater drives, collector chains and tabletop conveyor
                  chains. In injection molding, engineered plastic materials are
                  melted and injected into the mold at a controlled temperature
                  and rate. Once in the mold, the plastic is cooled to a shape
                  reflecting the cavity.

Products are then sent to the Fabricating Department for machining and assembly.
Polychem's plant operates on a three-shift basis. Most of the employees have
been trained to operate all of the various equipment in their departments, which
gives Polychem additional flexibility in scheduling personnel to meet production
needs as they arise.

Marketing and Customers. Polychem was originally a manufacturer of a complete
line of industrial laminates, automotive timing gears, vulcanized fibre and
teflon and silicon tape. In the early 1980's, Polychem identified the wastewater
treatment industry as a potential market and began to shift its focus to
manufacturing products designed for such market. By 1992, wastewater products
became Polychem's dominant revenue producer and presently the revenues from
wastewater products comprise 85% of Polychem's annual sales volume. The
wastewater treatment market is global in nature, and Polychem presently sells
products internationally in Western Europe, Asia and South America and is
expanding into Eastern Europe, the Middle East and Africa.

In addition to non-metallic clarifier component systems for wastewater
treatment, Polychem markets its traditional products (such as plastic chain,
compression molded phenolic and injection molded plastic components, "reaction
injection molded"-processed nylon buckets, phenolic bearings and corrugated
fibre products) to the food processing, electronics, steel, automotive,
chemical, printing, aerospace, and consumer products industries, among others.

Polychem markets its plastic chain, cast nylon buckets, steel mill bearings and
compression molded phenolics primarily through distributors. The balance of its
products, including its wastewater treatment component systems, are sold
primarily through Polychem's internal sales force, which consists of
approximately ten employees. Domestic distributors are paid a percentage of
sales ranging from 5% to 15%. Internationally, distributors are compensated on a
buy and sell arrangement. In effect, Polychem sells to the distributor who, in
turns, resells to the ultimate buyer. The distributor earns the difference
between its purchase price and the sales price to the buyer. Polychem's internal
sales force receives a base salary and a bonus based on their individual and
ConMat's overall performance. In its most recent fiscal year,


                                       14

<PAGE>



Polychem's sales force generated 62.7% of its annual sales revenue,
international distributors accounted for 15.8% and domestic distributors
accounted for 21.6%. Domestic revenues were approximately 71.4% and
international revenues were approximately 28.6% in that fiscal year.

Competition and Strategy. Polychem's competition tends to be fragmented. Many
other companies, domestically and internationally, produce one or more products
similar to one or more of Polychem's products. Experienced competition exists in
each of Polychem's major markets and many of Polychem's competitors enjoy
excellent working relationships with their customers, produce a variety of
quality products and have access to significant resources. Such resources,
including capital, labor and product support, can result in faster response time
and cheaper prices. These factors, along with product characteristics,
reliability, servicing, and pricing form the major competitive factors in
Polychem's markets.

Polychem believes that it has four significant competitors in the area of
non-metallic rectangular wastewater clarifier systems, of which it considers
Envirex to be the most significant. Polychem believes that it and Envirex each
possess approximately 35% of this market. However, while Polychem provides
products only to clarifier systems in wastewater plants, Envirex has a much
broader line of wastewater treatment products that encompasses all of the major
processes in a treatment plant. Envirex's broader line allows it to bid for
larger portions or projects and to use certain products as loss leaders. FMC and
NRG are Polychem's other less substantial (in terms of market share)
competitors, and a fifth company is attempting to enter the market. Both Envirex
and FMC are significantly larger than Polychem. Polychem believes that it has
three competitors in the market for nylon buckets and five competitors in the
market for table-top chains. Polychem has an approximate 50% share of the nylon
bucket market, while its closest competitor has an approximate 30% market share.
The dominant competitor in the table top chain market, Rexnard, holds an
approximate 80% market share, while Polychem has an approximate 5% share.

Polychem's long-term goals include solidifying its reputation as a leading
provider of quality wastewater treatment equipment products; increasing sales of
its traditional products by improving existing product lines; and seeking new
products to supplement its current line, both from internal research and
development and by acquisition.

Materials and Supplies. Polychem's business of manufacturing a broad line of
engineered plastic products requires the ability to obtain various sources of
raw materials. Polychem maintains approximately three to five suppliers for each
of its raw materials. Approximately 80% of the raw materials purchased by
Polychem are resins. Polychem also purchases capolactin and pultrusions for use
in manufacturing. Polychem's two largest suppliers of resins are BASF and ALM
Industries. Its two largest suppliers of capolactin are Dutch State Mines and
BASF, while its two largest suppliers of pultrusions are Creative Pultrusions
and Morrison Fiberglass. At present, Polychem does not maintain more than one
month's supply of raw materials beyond the amount required for its scheduled
production work.

Environmental Regulations. While no assurances can be given, Polychem does not
anticipate any material expenses for environmental remediation projects. In the
ordinary course of its business, Polychem incurs some cost for oil reclamation,
hauling of waste products and normal energy costs associated with recycling and
waste disposal. Polychem spends approximately $50,000 annually to comply with
environmental laws, including hauling costs as well as general monitoring and
compliance costs. Polychem maintains two environmental permits, one for a dust
collection system and the other for its after burner heater. The collected dust
is transported by traditional waste management handlers to domestic landfills.
The after burner heater is used to mix cotton fabric with phenolic resins, which
are then processed into specific products. Methanol from the heater is processed
through an after burner and emits little in the way of contaminants. Polychem
maintains seven above ground storage tanks. Two are used to store phenolic
resins inside the plant; two store fuel oil; and three outside tanks are used to
store other chemicals. There are spill containment systems in place throughout
the facility.

Occasionally, there are minor and isolated spills of heat transfer oil,
capolactin and phenolic resins. The latter two quickly solidify at room
temperature and the hardened material is removed to an approved landfill; spills
of heat transfer oil are cleaned and properly disposed of with other waste
products by a licensed outside processor. Polychem submitted a revised spill
prevention and response plan to the Pennsylvania Department of Environmental
Resources in May 1994 to which no comments have been received as of the date of
this prospectus.

Polychem has occupied its Phoenixville, Pennsylvania property since 1974. The
property was first used as a silk mill in the early part of this century and
then as a manufacturing site for felt carpet padding. Three environmental audits
that have been conducted over the past four years as part of customary due
diligence in financing transactions have not revealed contamination. An
environmental audit was commissioned by Congress Financial Corporation in
conjunction with the purchase of Polychem by The Eastwind Group in 1995. A
second environmental study was commissioned by


                                       15

<PAGE>



Fidelity Funding in connection with a financing commitment in 1997. A third
environmental study was commissioned by GE Capital Corporation in connection
with their refinancing in 1998.

Employees. Polychem employs approximately 77 employees, of whom approximately 43
are employed on an hourly basis. Hourly employees are members of United Textile
Workers of America, AFL-CIO, Phoenixville Plastic Makers' Union, Local No. 130.
Most are semi-skilled workers. The current union contract expires at the end of
September 2002. While the union has not yet provided the required notice of
their intent to negotiate, management expects that negotiations with the union
will commence during the third quarter.

ConMat has assumed all of Polychem's continuing obligations under its collective
bargaining agreement with the Union, which includes assumption of obligations
under a defined benefit retirement plan for hourly rated employees at its
Phoenixville, Pennsylvania plant. The plan is fully funded in accordance with
certain actuarial assumptions and to meet ERISA funding requirements. However,
there can be no assurances that market performance of plan investments will be
sufficient to meet all plan liabilities as they arise.

Equipment. Polychem owns or leases, through capital leases, all of the equipment
required to conduct its business. The equipment is comprised of compression
molding presses, transfer molding presses, injection molding presses, reactors,
dispensers and "reaction injection molded" press lines for nylon-6 operations, a
complete fabrication shop with computerized numerical control equipment and a
computer aided design center.

Research and Development. Polychem is the owner of a number of United States and
foreign patents and patent applications relating to water treatment plastic
products, chain conveyor links, conveyor chain bearings, sprockets with locking
mechanisms and a bucket grit elevator system. The ownership of such patents
helps Polychem from a marketing standpoint by securing its continued reputation
as an innovative competitor in its industry.

Polychem employs eight application engineers who use computer aided design
equipment to design custom wastewater treatment non-metallic rectangular
clarifier systems or to alter existing clarifiers to meet changing specification
requirements. All new products are evaluated for patent protection. Recently,
Polychem was granted a patent for a grit bucket system which is now undergoing
marketing development. To date, five successful applications for the system have
been found, the most significant of which is to function as part of a grit
collection system in wastewater treatment where it will be used to remove sand
and gravel from effluent before it reaches the clarifier. Polychem spent
$141,000 and $155,000 on research and development during the years ended January
2, 1999 and January 3, 1998, respectively, and $133,000 and $124,000 during the
ten months ended October 31, 1999 and October 31, 1998, respectively.

Debt and Encumbrances. On September 30, 1998, Polychem entered into a Loan and
Security Agreement with General Electric Capital Corporation which provides for
a three-year, $3,500,000 revolving line of credit and a three-year term loan of
$1,500,000. On August 25, 1999, the revolving line of credit was increased to
$5,000,000. The revolving line of credit and the term loan originally were
secured by a mortgage on Polychem's Phoenixville, Pennsylvania facility, which
mortgage lien was released in connection with the Public School Employes'
Retirement Board financing described below. The term loan is secured by
Polychem's equipment. The revolving line of credit is secured by accounts
receivable and inventory. Advances under the revolving line of credit are
subject to a lending formula limiting the availability of funds to the total of
(i) 80% of eligible accounts receivable, less the amount by which contractual
holdbacks (i.e., amounts that customers are entitled to hold back until
completion of a project) in favor of account debtors on eligible accounts
exceeds $250,000, plus (ii) the lesser of $750,000 or 50% of eligible inventory
(less a $300,000 reserve). Interest rates on the loan are at a rate of 4.75% in
excess of the 30 day dealer commercial paper rate on the revolving line of
credit, 10.05% at November 17, 1999, and 6.50% in excess of the 30 day dealer
commercial paper rate for the term loan, 11.80% at November 17, 1999.

Interest on the revolving line of credit and term loan is payable monthly.
Polychem's collections of accounts receivable are deposited with General
Electric Capital Corporation under a lockbox arrangement and applied to paydown
the balance of the revolving line of credit, which then may be drawn against
subject to availability. The principal balance of, and all accrued interest on,
the revolving line of credit is due and payable September 30, 2001. In the event
that Polychem has cash flow for any fiscal year in excess of capital
expenditures paid for from operations, interest expense, taxes and scheduled
debt repayments, 25% of such excess must be applied first to repay the term loan
and then to reduce the outstanding balance under the revolving line of credit.
As of November 17, 1999, availability under the line of credit was $2,556,000
and outstanding borrowings were $2,101,000. In connection with the Public School
Employes' Retirement Board financing described below, General Electric Capital
Corporation agreed to restructure the payment schedule on the remaining balance
of its term loan to provide for 25 monthly payments of $8,000 and a final
payment


                                       16

<PAGE>



on September 30, 2001 of $212,000. As of November 17, 1999, the outstanding
balance of the General Electric Capital Corporation term loan was $388,000.

On August 25, 1999, Polychem received a $1,880,000 term loan from the Public
Employes' Retirement Board , secured by a mortgage on Polychem's Phoenixville,
Pennsylvania facility. $813,000 of the net proceeds of the loan was applied to
reduce the outstanding balance of the General Electric Capital Corporation term
loan and the remaining $996,000 of net proceeds was applied to reduce the
outstanding balance of the General Electric Capital Corporation revolving line
of credit. The Public School Employes' Retirement Board loan is for a term of 10
years. The interest rate on the Public School Employes' Retirement Board loan is
8.5% for the first five years, and thereafter is 350 basis points above the 5
year U.S. Treasury Note Yield Rate as of the end of the first five years.
Principal and interest are payable in equal monthly installments based on a 25
year amortization schedule, with a balloon payment September 1, 2009 equal to
outstanding principal balance plus accrued interest. As of November 17, 1999,
the outstanding balance of the Public School Employes' Retirement Board term
loan was $1,876,000.

Polychem executed a $1,626,294 promissory note to The Budd Company on March 10,
1995 as part of the purchase price of the Polychem Division of Budd. The
outstanding principal balance of this note as of November 17, 1999 was
$1,057,000. The note accrues interest at 8%, payable quarterly. The principal
balance is payable in 20 equal quarterly installments, commencing March 31,
1998, provided that Polychem may defer up to 25% of any payment if the payment
would exceed Polychem's net cash flow for the preceding fiscal quarter. No
payments have been deferred. The Budd note is unsecured.

Potential Future Acquisitions

ConMat may seek to acquire other operating companies with complimentary product
lines or incremental distribution or production capabilities. Such companies
would likely have a competitive position in the wastewater treatment
marketplace, but need not service this market exclusively. Acquisition
candidates would likely have a value ranging from $5 million to $15 million. The
market for such acquisition candidates is fragmented and is presently undergoing
significant consolidation.

ConMat is not presently negotiating any specific acquisitions. ConMat has
identified a series of complimentary product and production needs and is
presently searching for acquisition candidates that would meet those particular
needs. ConMat may acquire other operating companies with cash, stock or a
combination of cash and stock.

Property. Polychem operates from a 220,000 square foot facility in Phoenixville,
Pennsylvania, which it owns, subject to a mortgage. See "ConMat-Polychem-Debt
and Encumbrances." In July 1998, the property was appraised at $2.4 million by
AccuVal Associates Incorporated, an independent appraiser. Polychem uses
approximately 120,000 square feet for manufacturing and warehousing, and 20,000
square feet for offices. Polychem leases approximately 42,500 square feet of its
facility as warehouse space to Windsor Designs, a wholesale distributor of
imported outdoor furniture. The Windsor Designs lease continues until December
1999 at a rental rate of $133,980 per year ($3.15 per square foot), net of
utilities. Polychem expects this lease to be renewed. Polychem leases an
additional 4,740 square feet of the facility as equipment storage space to Ethan
Horowitz, a residential cabinet maker. That lease continues until January, 2003
at a rental rate of $15,100 per year ($3.19 per square foot). Polychem also
leases a tower located on the facility to a group of cellular phone operators
including ComCast Metrophone, PageNet, Nextel and Omnipoint. Combined annual
lease income from the tower is $48,000. The leases continue through March 2004.
An additional 40,000 square feet of warehouse space is available for lease at
the facility. Management believes that Polychem's properties are adequately
insured.

Litigation

ConMat is currently a defendant in a Pennsylvania state court action filed on
January 28, 1999, captioned John R. Thach v. The Eastwind Group, et al.
(Montgomery County C.C.P., Civil Action No. 99-01195). Plaintiff maintains that
Eastwind, his former employer, breached the terms of his severance agreement and
that the sale of Polychem to ConMat was part of a conspiracy to avoid payments
to him and has violated Pennsylvania's Uniform Fraudulent Transfer Act. The
plaintiff seeks damages of at least $350,0000 and punitive damages of at least
$500,000. In addition, the plaintiff seeks to have the acquisition of Polychem
declared null and void and to have a receiver appointed to oversee the affairs
of Eastwind, Polychem and ConMat. Among the other named defendants is Paul A.
DeJuliis, President of ConMat and the former Chief Executive Officer of
Eastwind.



                                       17

<PAGE>



Initially, the plaintiff sought a temporary restraining order and preliminary
injunction seeking to set aside the sale of Polychem to ConMat. By Order dated
February 19, 1999, the Court denied plaintiff's request for injunctive relief.
ConMat and Paul A. DeJuliis subsequently filed preliminary objections to the
complaint seeking to have themselves dismissed as parties to the action. The
parties have submitted briefs relating to ConMat's preliminary objections and a
decision by the Court is pending.


                                   MANAGEMENT

Certain information concerning the directors and executive officers of ConMat is
set forth below.

<TABLE>
<CAPTION>
Name                       Position with Corporation                                                      Age
----                       -------------------------                                                      ---

<S>                        <C>                                                                            <C>
Paul A. DeJuliis           Chief Executive Officer, Secretary and Chairman of the Board of Directors       44
Theodore R. Rutkowski      President and a Director                                                        64
Edward F. Sager, Jr.       Director                                                                        52
William J. Crighton        Vice President and Treasurer                                                    53
</TABLE>

Each director has served since December 8, 1998 and serves for a term of office
of one year. The following is a brief summary of the business experience of
ConMat's directors and executive officers.

Paul A. DeJuliis - Chairman of the Board of Directors and Chief Executive
Officer - Prior to assuming his current role and since 1991, Mr. DeJuliis was
Chairman and Chief Executive Officer of The Eastwind Group, Inc., a publicly
traded holding company. Previously, Mr. DeJuliis was a partner in Phoenix
Management Services, Inc., a turnaround consulting firm (1989-91),
Vice-President, Corporate Finance for Colmen & Co., a national investment
banking firm (1987-89), and Manager, Corporate Turnaround Consulting Group for
Coopers & Lybrand (1986-87). Mr. DeJuliis has a B.S. in finance and accounting
from the University of Delaware. He is also a certified public accountant.

Theodore R. Rutkowski - President and a Director of ConMat and President of
Polychem - Prior to his current role and since 1975, Mr. Rutkowski served as the
General Manager of the Polychem Division of the Budd Company. Mr. Rutkowski
previously served as President of the Budd Company Trailer Division, which was
subsequently sold to a third party in 1985. In addition, Mr. Rutkowski was
responsible for the restructuring of Greening Donald in Hamilton, Ontario, a
Budd Company subsidiary. Mr. Rutkowski graduated with a bachelor's degree in
accounting from Rutgers University.

Edward F. Sager, Jr. - Director - Mr. Sager has been the President of Mentor
Management Company, general partner of Mentor Special Situation Fund LP, an
investment fund, and President of Mentor Capital Partners Ltd., a venture
capital firm, since 1994. From 1985 to 1994 Mr. Sager was President of Sager &
Associates, a merchant banking firm providing access to venture capital for
small to medium size companies. He is a graduate of Lafayette College with a
B.S. degree in Mechanical Engineering and he received an MBA in finance from New
York University.

William J. Crighton - Vice President and Treasurer of ConMat and Polychem -
Prior to his current role and since 1975, Mr. Crighton served as the divisional
controller of The Polychem division of The Budd Company. Prior to joining
Polychem, Mr. Crighton was employed in the automotive division and technical
center of The Budd Company. Mr. Crighton graduated with a bachelor's degree in
accounting from LaSalle University and holds an MBA from Widener University.

The following is a brief summary of the business experience (with the exception
of Mr. Rutkowski and Mr. Crighton, whose biographical information is set forth
above) of the additional members of management of Polychem, ConMat's operating
subsidiary.

J.R. Hannum - Manager of Internal Sales, Product Development and Engineering -
Mr. Hannum has served in his current role since 1995. Prior thereto, Mr. Hannum
served as General Manager of the Polychem Division of The Budd Company and as
manager of domestic sales, research and development and manufacturing
engineering. Mr. Hannum graduated with a bachelor's degree in engineering from
Villanova University and graduated with a master's degree in engineering from
Penn State University.



                                       18

<PAGE>



Donald L. Hutton - National Sales Manager - Mr. Hutton has served in his current
position since 1995. Prior thereto, he was employed with The Budd Company for 36
years in several roles including advertising manager, manager of distributor
sales and manager of customer services. Mr. Hutton is a graduate of the
University of Delaware.

Richard R. Shutte - Vice President of Marketing and Business Development - Mr.
Shutte has served in his current position since May, 1999. From 1998 until such
time, Mr. Shutte was a principal in Skipping Stone, Inc., a consulting firm.
From 1996 to 1997, Mr. Shutte was President of Cot'nWash, Inc. , a start-up
consumer products company. From 1995 to 1996, Mr. Shutte was a principal of
Chesword Group, Inc., a consulting firm. Prior to such time and since 1973, Mr.
Shutte held various positions at Kimberly-Clark Company, most recently Global
Category Leader, Wet Wipes Division.

Executive Compensation

The following summary compensation table sets forth the total annual
compensation paid to the Chief Executive Officer and each other Executive
Officer of ConMat whose total compensation for the fiscal year ended January 2,
1999 exceeded $100,000:


<TABLE>
<CAPTION>
                                                                                     Long Term             Securities
Name and Position                    Salary ($)     Bonus ($)     Other ($)      Compensation Match          Options
-----------------                    ----------     ---------     ---------      ------------------        ----------
<S>                                    <C>               <C>           <C>                      <C>         <C>
Paul A. DeJuliis, Chairman &
Chief Executive Officer (1)            14,167            0             0                        0           250,000

Theodore F. Rutkowski                 135,000            0             0                        0                 0
</TABLE>
----------
(1)      Represents one month of salary at $170,000 per year. None of Mr.
         DeJuliis' compensation is deferred. On December 10, 1998, Mr. DeJuliis
         purchased 250,000 shares of common stock from ConMat for $50,000.

Employment Agreements. On December 8, 1998, ConMat entered into an Employment
Agreement with Paul A. DeJuliis, ConMat's Chief Executive Officer and Chairman
of the Board of Directors. Under the agreement, Mr. DeJuliis will be paid an
annual base salary ranging from $170,000 to $250,000 depending on ConMat's
annual net income. As additional incentive compensation, upon executing the
Employment Agreement, Mr. DeJuliis received (i) 250,000 shares of common stock
for an aggregate purchase price of $50,000, paid by delivery of a two-year
promissory note at 5% interest; and (ii) 250,000 options to purchase shares of
common stock at an exercise price of $3.00 per share. 50,000 of the options are
exercisable upon registration of the underlying shares of common stock. 100,000
of the options are exercisable following registration of the underlying shares
of common stock if ConMat realizes $750,000 in pre-tax income during a fiscal
year. The remaining 100,000 options are exercisable following registration of
the underlying shares of common stock if ConMat realizes $1,000,000 in pre-tax
income during a fiscal year. All of the options are immediately exercisable upon
a merger, sale of assets or other transaction resulting in a change of control
in which the holders of shares of common stock receive not less than $5.00 per
share.



                                       19

<PAGE>



                             PRINCIPAL STOCKHOLDERS

The following table sets forth information concerning the beneficial ownership
of ConMat's common stock as of November 23, 1999, by each director and executive
officer, all directors and officers as a group, and each person known to ConMat
to beneficially own 5% or more of its outstanding common stock.


<TABLE>
<CAPTION>
                                   Name and Address of                              Amount and Nature            Percentage
Title of Class                     Beneficial Owner                                   of Beneficial             of Class (1)
--------------                     ----------------                                  Ownership (1)              ------------
                                                                                     -------------
<S>                                <C>                                               <C>                        <C>
Common Stock                       Paul A. DeJuliis                                    1,478,333 (2)                57.9
                                   Franklin Avenue & Grant Street
                                   Phoenixville, PA 19460

                                   Edward F. Sager, Jr.                                  196,667 (3)                 8.0
                                   P.O. Box 560
                                   Yardley, PA  19067

                                   Theodore R. Rutkowski                                  75,000 (4)                 3.2
                                   Franklin Avenue & Grant Street
                                   Phoenixville, PA 19460

                                   Richard R. Shutte                                     100,000 (4)                 4.3
                                   Franklin Avenue & Grant Street
                                   Phoenixville, PA 19460

                                   The Eastwind Group, Inc.                              735,000 (5)                24.6
                                   275 Geiger Road
                                   Philadelphia, PA  19115

                                   The DAR Group, Inc.                                   240,000                    10.7
                                   30 Broad Street
                                   43rd Floor
                                   New York, NY  10004

                                   Odyssey Capital Group, L.P.                           360,000 (6)(7)             14.2
                                   950 West Valley Rd., Suite 2902
                                   Wayne, PA 19087

                                   Polychem Corporation                                  313,333 (5)                12.2
                                   Franklin Avenue & Grant Street
                                   Phoenixville, PA 19460

                                   The Eastwind Group, Inc.                              925,000                    41.1
                                        Shareholder Trust
                                   c/o Paul A. DeJuliis
                                   Franklin Avenue & Grant Street
                                   Phoenixville, PA 19460

                                   Directors and Executive Officers                    1,675,000 (2)(3)             60.9
                                   (4 persons)

Series A Convertible               Paul A. DeJuliis                                       53,333                     3.8
Preferred Stock                    Franklin Avenue & Grant Street
                                   Phoenixville, PA 19460
</TABLE>




                                       20

<PAGE>




<TABLE>
<S>                                <C>                                               <C>                        <C>
                                   The Eastwind Group, Inc.                               735,000                   53.0
                                   275 Geiger Road
                                   Philadelphia, PA  19115

                                   Polychem Corporation                                   313,333                   22.6
                                   Franklin Avenue & Grant Street
                                   Phoenixville, PA 19460

                                   Odyssey Capital Group, L.P.
                                   950 West Valley Rd., Suite 2902                        285,000 (7)               20.6
                                   Wayne, PA 19087

Series B Preferred Stock           Mentor Special Situation Fund, L.P. (8)                166,667                  100.0
                                   P.O. Box 560
                                   Yardley, PA  19067
</TABLE>

----------
(1)      Based upon 2,250,000 shares of common stock issued and outstanding as
         of November 23, 1999, calculated in accordance with Rule 13d-3
         promulgated under the Exchange Act. It also includes shares owned by
         (i) a spouse, minor children or by relatives sharing the same home,
         (ii) entities owned or controlled by the named person and (iii) other
         persons if the named person has the right to acquire such shares within
         60 days by the exercise of any right or option. Unless otherwise noted,
         shares are owned of record and beneficially by the named person. On a
         fully diluted basis, ConMat had 4,258,333 shares outstanding as of
         November 23, 1999.

(2)      Includes 53,333 shares issuable upon conversion of Series A convertible
         preferred stock and 250,000 shares issuable upon the exercises of
         options. (See "Executive Compensation - Employment Agreements" for
         conditions of exercise.) Includes 925,000 shares held by The Eastwind
         Group, Inc. Shareholder Trust, of which Mr. DeJuliis is Trustee, as to
         which he disclaims beneficial ownership. If such 925,000 shares were
         not included in calculating Mr. DeJuliis' beneficial ownership, Mr.
         DeJuliis would be deemed to beneficially own 22.3 % of ConMat's common
         stock.

(3)      Includes 166,667 shares issuable upon the exercise of warrants to
         Mentor Special Situation Fund, L.P., of which Mr. Sager is a general
         partner, and 30,000 shares issuable upon the exercise of warrants to
         Mentor Management Company, of which Mr. Sager is President.

(4)      Consists of shares issuable upon exercise of options.

(5)      Consists of shares issuable upon conversion of Series A convertible
         preferred stock.

(6)      Includes 285,000 shares of common stock issuable upon conversion of
         Series A convertible preferred stock.

(7)      Odyssey Capital Group, L.P. acquired 285,000 shares of ConMat Series A
         convertible preferred stock and 75,000 shares of ConMat common stock
         from The Eastwind Group, Inc. in July 1999 in exchange for 1,000 shares
         of Eastwind's Series A preferred stock in settlement of Odyssey's
         demand for mandatory redemption of the Eastwind Series A preferred
         stock.

(8)      Edward F. Sager, Jr., a director of ConMat, is a general partner of
         Mentor Special Situation Fund, L.P.


                                       21

<PAGE>



Indemnification of Officers and Directors

ConMat's charter provides that to the fullest extent permitted by law, no
director or officer of ConMat shall be personally liable to ConMat or its
stockholders for damages for breach of any duty owed to ConMat or its
stockholders and that ConMat may, in its by-laws or in any resolution of its
stockholders or directors, undertake to indemnify the officers and directors of
ConMat against any contingency or peril as may be determined to be in the best
interests of ConMat, and in conjunction therewith, to procure, at ConMat's
expense, policies of insurance. Florida law, under which ConMat is incorporated,
allows a corporation to indemnify its directors and officers if such director or
officer acted in good faith and in a manner such director or officer reasonably
believed to be in , or not opposed to, the best interests of the corporation
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. ConMat maintains a director and officer
liability insurance policy covering each of ConMat's directors and executive
officers.

                           RELATED PARTY TRANSACTIONS

On December 8, 1998, ConMat acquired 100% of the common stock of Polychem from
Eastwind. The basic structure and terms of the transaction were as follows:

         o        ConMat acquired all of the outstanding shares of common stock
                  of Polychem from Eastwind in exchange for (i) 1,000,000 shares
                  of newly issued common stock of ConMat and (ii) 1,333,333
                  shares of newly issued Series A convertible preferred stock.

         o        ConMat assumed and discharged the following liabilities of
                  Eastwind: (i) $160,000 owed to Paul A. DeJuliis, Eastwind's
                  former Chairman and Chief Executive Officer, who is the
                  current Chairman and Chief Executive Officer of ConMat,
                  discharged by the issuance to Mr. DeJuliis of 53,333 shares of
                  Series A convertible preferred stock; (ii) $100,000 owed to
                  Clifton Capital, Ltd., discharged by the payment to Clifton
                  Capital, Ltd. of $100,000; and (iii) $500,000 owed to Mentor
                  Special Situation Fund, L.P., discharged by the issuance to
                  Mentor Special Situation Fund, L.P. of 166,667 shares of newly
                  issued Series B preferred stock of ConMat and warrants to
                  purchase 166,667 shares of common stock. In addition, Mentor
                  Management Company exchanged warrants to purchase 30,000
                  shares of Eastwind common stock for warrants to purchase
                  30,000 shares of ConMat common stock.

         o        Prior to the acquisition, Eastwind had caused Polychem to
                  distribute to Eastwind approximately $940,000. As part of the
                  acquisition, Eastwind agreed to repay these distributions with
                  interest, or forego a portion of the Series A preferred stock
                  issued to it as an adjustment to the purchase price. To
                  reflect this agreement, Eastwind issued to Polychem a
                  promissory note in the amount of $940,000, secured by the
                  pledge of 313,333 shares of Series A convertible preferred
                  stock. This note accrued interest at 8% per year and principal
                  and interest were due and payable November 30, 2000. Eastwind
                  defaulted under the terms of the note as a result of a default
                  by Eastwind on a guarantee of an unrelated debt obligation and
                  as a result of a material adverse change in Eastwind's
                  financial condition. Following such default, ConMat sought to
                  foreclose on the pledged shares. Pursuant to a Settlement
                  Agreement dated June 29, 1999, Eastwind transferred the
                  pledged shares to Polychem in exchange for cancellation of the
                  note. The amounts previously paid to Eastwind have been
                  accounted for as distributions by Polychem to Eastwind in the
                  form of dividends. For financial accounting purposes, the
                  return of the pledged shares was treated as a reduction in the
                  number of shares of Series A convertible preferred stock
                  issued to Eastwind in connection with the acquisition of
                  Polychem and in the number of Series A convertible preferred
                  stock outstanding.


                                       22

<PAGE>



                              SELLING STOCKHOLDERS

The following table sets forth the names of the selling stockholders, the number
of shares of common stock beneficially owned by the selling stockholders and the
number of shares of common stock which may be offered for sale pursuant to this
prospectus by such selling stockholder. The offered shares of common stock may
be offered from time to time by each of the selling stockholders named below.
See "Plan of Distribution." However, the selling stockholders are under no
obligation to sell all or any portion of the shares of common stock offered, nor
are the selling stockholders obligated to sell such shares of common stock
immediately under this prospectus. Particular selling stockholders may not have
a preset intention of selling their shares and may offer less than the number of
shares indicated. Because the selling stockholders may sell all or part of the
shares of common stock offered hereby, no estimate can be given as to the number
of shares of common stock that will be held by the selling stockholders upon
termination of any offering made hereby. The number of shares of common stock
issuable upon conversion of the Series A convertible preferred stock and upon
exercise of warrants are subject to adjustment by reason of stock splits, stock
dividends and other similar transactions, additional issuances of securities or
variation in the price of ConMat's common stock.


<TABLE>
<CAPTION>
                                                                                              Common Shares Beneficially
                                                                                               Owned After Offering (1)
                                                                                         ------------------------------------
                                         Number of Common
                                        Shares Beneficially            Common Shares                             Percent of
 Name of Selling Stockholder          Owned Prior to Offering         Offered Hereby             Number         Outstanding
-----------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                           <C>                        <C>             <C>
Paul A. DeJuliis (2)                      1,478,333 (3)(4)           553,333 (4)                 0                0
Mentor Special Situation
Fund, L.P. (5)                              196,667 (6)              196,667 (6)                 0                0
The Eastwind Group, Inc. (7)                735,000 (8)              735,000 (8)                 0                0
Odyssey Capital Group, L.P.                 360,000 (6)              360,000 (6)                 0                0
Polychem Corporation (9)                    313,333 (8)              313,333 (8)                 0                0
The Eastwind Group, Inc.
Shareholder Trust (7)                       925,000                  925,000                     0                0
Theodore R. Rutkowski (10)                  75,000 (11)               75,000 (11)                0                0
Richard R. Shutte (12)                     100,000 (11)              100,000 (11)                0                0
                                                                    --------

          TOTAL                                                    3,258,333
                                                                   =========
</TABLE>

----------

(1)      Assumes the sale of all offered shares of common stock.

(2)      Mr. DeJuliis is the Chief Executive Officer, Secretary and Chairman of
         the Board of Directors of ConMat and former Chief Executive Officer of
         The Eastwind Group.

(3)      Includes 925,000 shares held by The Eastwind Group, Inc. Shareholder
         Trust, of which Mr. DeJuliis is Trustee, as to which he disclaims
         beneficial ownership.

(4)      Includes 53,333 shares issuable upon conversion of Series A convertible
         preferred stock and 250,000 shares issuable upon exercise of options.

(5)      Edward F. Sager, Jr., a director of ConMat is a general partner of
         Mentor Special Situation Fund, L.P.


                                       23

<PAGE>



(6)      Includes 285,000 shares of Common Stock issuable upon conversion of
         Series A convertible preferred stock.

(7)      On December 8, 1998, ConMat acquired Polychem from The Eastwind Group.
         See "ConMat-Acquisition of Polychem."

(8)      Consists of shares issuable upon conversion of Series A convertible
         preferred stock.

(9)      Polychem is a wholly-owned subsidiary of ConMat.

(10)     Mr. Rutkowski is the President and a director of ConMat and President
         of Polychem.

(11)     Consists of shares issuable upon exercise of options.

(12)     Mr. Shutte is Vice President of Marketing and Business Development of
         Polychem.


                            DESCRIPTION OF SECURITIES

General

The following description of ConMat's common stock and preferred stock is a
summary only. This summary is qualified in its entirety by reference to the
applicable instruments and governing law, including without limitation, ConMat's
Articles of Incorporation and Bylaws and the Florida Business Corporation Act.

The authorized capital stock of ConMat consists of 40,000,000 shares of common
stock and 10,000,000 shares of preferred stock. As of November 23, 1999, there
were outstanding 2,250,000 shares of common stock, 1,386,666 shares of Series A
convertible preferred stock, 166,667 shares of Series B preferred stock and no
shares of Series C preferred stock. In addition, as of November 23, 1999, there
were outstanding options and warrants to purchase 621,667 shares of common
stock.

Common Stock

Holders of common stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders, including the election of
directors, and do not have cumulative voting rights. Accordingly, holders of a
majority of the shares of common stock entitled to vote in any election of
directors may elect all of the directors standing for election. Holders of
common stock are entitled to receive ratably such dividends, if any, as may be
declared from time to time by the Board of Directors out of funds legally
available therefor, subject to the dividend preferences attributable to the
preferred stock. Upon the liquidation, dissolution or winding up of ConMat,
holders of common stock are entitled to receive ratably the net assets of ConMat
available for distribution to such holders after preferred distributions to
holders of preferred stock. Holders of common stock have no preemptive or
redemption rights.

Series A Convertible Preferred Stock

Shares of the Series A convertible preferred stock rank prior to the common
stock and pari passu with the Series B preferred stock and the Series C
preferred stock. The creation of any class or series of capital stock ranking
senior to or pari passu with the Series A convertible preferred stock or the
Series C preferred stock requires the consent of a majority of the holders of
the Series A convertible preferred stock.

The holders of the shares of the Series A convertible preferred stock are
entitled to receive non-cumulative, cash dividends at a rate of 2% per year,
which dividends are payable in equal, quarterly installments, as and if declared
by the Board of Directors out of funds legally available for the payment of
dividends. ConMat may, at its sole discretion, pay any or all dividends in
common stock rather than in cash. In the event of any liquidation, dissolution
or winding up of ConMat, holders of the Series A convertible preferred stock
shall be entitled, in preference to the holders of the common stock and pari
passu with the holders of the Series B preferred stock and the Series C
preferred stock, to be paid first out of assets and funds of ConMat available
for distribution to holders of ConMat's capital stock in the amount of $3.00 per
share.


                                       24

<PAGE>



Shares of Series A convertible preferred stock are convertible at the option of
the holder at any time following 60 days after the date of issuance at the then
effective conversion price. The conversion price is equal to the greater of
$3.00 or 80% of the closing bid price of the common stock on the conversion
date, subject to adjustments due to stock splits, stock dividends, mergers,
consolidations and other events. ConMat has the right, by written notice to each
of the holders of the Series A convertible preferred stock, to convert all
shares of the Series A convertible preferred stock into shares of common stock
at any time on or after the first day on which the closing bid price has been
equal to or in excess of the conversion price for 45 consecutive calendar days.
In the case of such a mandatory conversion, each share of Series A convertible
preferred stock will be converted into a number of shares of common stock
determined by dividing the stated value by the then effective conversion price.

The holders of the Series A convertible preferred stock have no voting rights,
except as otherwise required by the Florida Business Corporation Act. The
holders of Series A convertible preferred stock have, subject to certain
limitations, registration rights, which obligate ConMat to include shares of
common stock issued or issuable upon conversion of shares of Series A
convertible preferred stock in a registration statement filed with the
Securities and Exchange Commission.

Series B Preferred Stock

Shares of the Series B preferred stock rank prior to the common stock and pari
passu with ConMat's Series A convertible preferred stock and Series C preferred
stock. The creation of any class or series of capital stock ranking senior to or
pari passu with the Series B preferred stock or the Series C preferred stock
requires the consent of a majority of the holders of the Series B preferred
stock.

Holders of the shares of the Series B preferred stock are entitled to receive
cash dividends at a rate of 8% per year, which dividends are payable in equal,
quarterly installments, as and if declared by the Board of Directors out of
funds legally available for the payment of dividends. Such dividends will begin
to accrue on outstanding shares of Series B preferred stock from the date of
issuance and will accrue from day to day, whether or not earned or declared,
until paid. In the event of any liquidation, dissolution or winding up of
ConMat, holders of the Series B preferred stock will be entitled, in preference
to the holders of the common stock and pari passu with the holders of the Series
A convertible preferred stock and the Series C preferred stock, to be paid first
out of assets and funds of ConMat available for distribution to holders of
ConMat's capital stock in the amount of $3.00 per share, plus all accrued but
unpaid dividends.

ConMat may redeem the Series B preferred stock at any time. The redemption price
is $3.00 per share, plus all accrued but unpaid dividends.

The holders of the Series B preferred stock have the right to elect one member
of ConMat's Board of Directors. Except as otherwise required by the Florida
Business Corporation Act, the holders of the Series B preferred stock have no
other voting rights.

Series C Preferred Stock

Shares of the Series C preferred stock rank prior to the common stock and pari
passu with the Series A convertible preferred stock and the Series B preferred
stock. The creation of any class or series of capital stock ranking senior to or
pari passu with the Series C preferred stock or the Series B preferred stock
requires the consent of a majority of the holders of the Series C preferred
stock.

Holders of the shares of the Series C preferred stock are entitled to receive
cash dividends at a rate of 8% per year for three years and increasing 2% per
year up to a maximum of 16%, payable in equal, quarterly installments. During
the first year, dividends on the Series C preferred stock may be paid in
additional shares of Series C preferred stock. In the event of any liquidation,
dissolution or winding up of ConMat, holders of the Series C preferred stock
will be entitled in preference to the holders of the common stock and pari passu
with the holders of the Series A convertible preferred stock and the Series B
preferred stock, to be paid first out of assets and funds of ConMat available
for distribution to holders of ConMat's capital stock in the amount of $3.00 per
share, plus all accrued but unpaid dividends.



                                       25

<PAGE>



ConMat may redeem the Series C preferred stock at any time. The redemption price
is $3.00 per share, plus all accrued but unpaid dividends.

Except as otherwise required by the Florida Business Corporation Act, the
holders of the Series C preferred stock have no voting rights.

Warrants

As of November 23, 1999, there were outstanding warrants to purchase 196,667
shares of ConMat common stock at an exercise price of $3.00 per share, subject
to adjustment in the case of stock splits, stock dividends, below market
issuances or a merger or consolidation. The warrants are exercisable until
December 31, 2005. Subject to certain limitations, holders of the warrants have
"piggy-back" registration rights which, upon the request of such holders,
obligate ConMat to include the shares of common stock issuable upon exercise of
the warrants in a registration statement filed with the Securities and Exchange
Commission.

Options

As of November 23, 1999, there were outstanding 425,000 options to purchase
shares of ConMat common stock at an exercise price of $3.00 per share, subject
to adjustment in the case of stock splits, stock dividends, or a merger or
consolidation.


                              PLAN OF DISTRIBUTION

The shares being offered hereby by the selling stockholders may be acquired from
time to time, upon conversion of our Series A convertible preferred stock or
exercise of warrants or options. The shares of common stock include 925,000
shares held by The Eastwind Group, Inc. Shareholder Trust which will be
distributed to the shareholders of Eastwind as of December 8, 1998, 250,000
shares held by Paul A. DeJuliis, our Chief Executive Officer, 621,667 shares
issuable upon the exercise of warrants or options and 1,386,666 shares issuable
upon the conversion of our Series A convertible preferred stock. The actual
number of shares of our common stock issued or issuable upon conversion of the
Series A convertible preferred stock or exercise of warrants or options is
subject to adjustment depending on factors which cannot be predicted by us at
this time, including the future market price of our common stock.

The selling stockholders and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of common stock on any stock exchange market or trading facility on which our
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The selling stockholders may use any one or more of the
following methods when selling shares:

         o        ordinary brokerage transactions and transactions in which the
                  broker-dealer solicits purchasers;

         o        block trades in which the broker-dealer will attempt to sell
                  the shares as agent but may position and resell a portion of
                  the block as principal to facilitate the transaction;

         o        purchases by a broker-dealer as principal and resale by the
                  broker-dealer for its account;

         o        an exchange distribution in accordance with the rules of the
                  applicable exchange;

         o        privately negotiated transactions;

         o        short sales;

         o        broker-dealers may agree with the selling stockholders to sell
                  a specified number of such shares at a stipulated price per
                  share;



                                       26

<PAGE>



         o        a combination of any such methods of sale; and

         o        any other method permitted pursuant to applicable law.

The selling stockholders may also sell shares under Rule 144 promulgated under
the Securities Act, if available, rather than under this prospectus.

The selling stockholders may also engage in short sales against the box, puts
and calls and other transactions in our securities or derivatives of our
securities and may sell or deliver shares in connection with these trades. The
selling stockholders may pledge their shares to their brokers under the margin
provisions of customer agreements. If a selling stockholder defaults on a margin
loan, the broker may, from time to time, offer and sell the pledged shares.

Broker-dealers engaged by the selling stockholder may arrange for other
broker-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated.

The selling stockholders and any broker-dealers or agents that are involved in
selling the shares may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.

We are required to pay all fees and expenses incident to the registration of the
shares. In some circumstances, we have agreed to indemnify the selling
stockholders against certain losses and liabilities, including liabilities under
the Securities Act.


                                     EXPERTS

The financial statements for the fiscal years ended January 2, 1999 and January
3, 1998 included in this prospectus have been so included in reliance on the
report of Grant Thornton LLP, independent accountants, given on the authority of
such firm as experts in auditing and accounting.

                       WHERE YOU CAN GET MORE INFORMATION

This prospectus is part of a registration statement filed with the Securities
and Exchange Commission. At your request, we will provide you, without charge, a
copy of any exhibits to the registration statement. If you would like more
information, write or call us at:

                            ConMat Technologies, Inc.
                        Franklin Avenue and Grant Street
                             Phoenixville, PA 19460
                                 (610) 935-0225
                          Attn: Chief Executive Officer

We intend to provide to our stockholders annual reports containing audited
financial statements and other appropriate reports. In addition, we file annual,
quarterly and current reports, proxy statements and other information with the
Securities and Exchange Commission. You may read and copy any reports,
statements or other information we file at the Securities and Exchange
Commission's public reference room in Washington, D.C. You can request copies of
these documents, upon payment of a duplicating fee, by writing to the Securities
and Exchange Commission. Please call the Securities and Exchange Commission at
1-800-SEC-0330 for further information on the operation of the public


                                       27

<PAGE>



reference rooms. Our Securities and Exchange Commission filings are also
available to the public free of charge on the Securities and Exchange
Commission's Internet site at http:\\www.sec.gov.





                                       28

<PAGE>



                            ConMat Technologies, Inc.
                   Index to Consolidated Financial Statements


<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>


Unaudited
---------

Consolidated Balance Sheets as of September 30, 1999 and January 2, 1999........................................F-2
Consolidated Statements of Operations for the nine month periods ended September 30, 1999
     and September 30, 1998.....................................................................................F-3
Consolidated Statements of Cash Flows for the nine month periods ended September 30, 1999
       and September 30, 1998...................................................................................F-4
Notes to Consolidated Financial Statements......................................................................F-5

Audited
-------

Report of Independent Certified Public Accounts.................................................................F-6
Consolidated Balance Sheets as of January 2, 1999 and January 3, 1998...........................................F-7
Consolidated Statements of Operations for the fiscal years ended January 2, 1999 and January 3, 1998............F-8
Consolidated Statements of Changes in Stockholders' Equity for the fiscal years ended January 2, 1999
     and January 3, 1998........................................................................................F-9
Consolidated Statements of Cash Flows for the fiscal years ended January 2, 1999 and January 3, 1998...........F-10
Notes to Consolidated Financial Statements.....................................................................F-11
</TABLE>





                                       F-1

<PAGE>



                            CONMAT TECHNOLOGIES, INC.
                           CONSOLIDATED BALANCE SHEETS
                      September 30, 1999 & January 2, 1999


<TABLE>
<CAPTION>
                                  ASSETS                                                 SEPT. 30, 1999        JAN. 2, 1999
                                  ------                                                 --------------        ------------
<S>                                                                                        <C>               <C>
Current assets:                                                                              (unaudited)
   Cash and cash equivalents                                                                 $   55,641          $   29,430
   Accounts receivable - Trade, net of allowance for
   doubtful accounts                                                                          4,624,494           2,622,261
   Inventories                                                                                  992,008           1,159,545
   Prepaid expenses and other                                                                    60,342              14,768
   Prepaid income taxes                                                                          14,777              35,577
                                                                                             ----------          ----------
        Total current assets                                                                 $5,747,262          $3,861,581

   Property, plant and equipment, at cost                                                    $1,929,871          $1,892,768
        Less accumulated depreciation                                                          (824,165)           (703,945)
                                                                                             ----------          ----------
                                                                                              1,105,706           1,188,823

   Deferred income taxes                                                                         78,493              78,493
   Other assets                                                                                 406,518             386,128
                                                                                             ----------          ----------
        Total assets                                                                         $7,337,979          $5,515,025
                                                                                             ==========          ==========

                   LIABILITIES AND STOCKHOLDERS' EQUITY
                   ------------------------------------
Current liabilities:
   Line of credit                                                                            $2,162,462          $1,398,632
   Current portion of long-term debt                                                            444,151             625,260
   Current portion of capital lease obligations                                                 101,783             103,744
   Accounts payable                                                                           1,429,259            1,183913
   Accrued expenses                                                                             283,514             302,374
   Dividends payable                                                                             30,000                   0
                                                                                             ----------          ----------
        Total current liabilities                                                             4,451,169           3,613,923

   Long-term debt                                                                             2,887,118           2,075,775
   Obligations under capital leases                                                             111,339             151,761
   Other liabilities                                                                            206,400             181,900
                                                                                             ----------          ----------
        Total liabilities                                                                     7,656,026           6,023,359
                                                                                             ----------          ----------

   Preferred stock, Series B - 166,667 shares issued and outstanding                            500,000             500,000

   Stockholders' equity (deficiency)
        Preferred stock, $.001 par value 10,000,000 shares authorized
          Series A preferred stock, 1,073,333 shares and 1,386,666
          issued and outstanding, respectively                                                    1,073               1,386
       Common stock, $.0001 par value, 40,000,000 shares authorized,
          2,250,000 shares issued and outstanding                                                 2,250               2,250
       Additional paid-in capital                                                              (472,175)           (472,486)
       Accumulated earnings (deficit)                                                          (299,195)           (489,482)
       Less note receivable for shares sold                                                     (50,000)            (50,000)
                                                                                             ----------          ----------
          Total stockholders' equity (deficiency)                                              (818,047)         (1,008,332)
                                                                                             ----------          ----------
              Total liabilities and stockholders' equity                                     $7,337,979          $5,515,025
                                                                                             ==========          ==========
</TABLE>



                                       F-2

<PAGE>



                            CONMAT TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)


<TABLE>
<CAPTION>
                                                          9 Months Ended                   9 Months Ended
                                                          Sept. 30, 1999                   Sept. 30, 1998
                                                          --------------                   --------------
<S>                                                          <C>                               <C>
Revenue:
   Sales to customers                                        $8,797,902                        $6,919,162
   Cost of goods sold                                         6,240,828                         5,171,466
                                                             ----------                        ----------
       Gross profit                                           2,557,074                         1,747,696

Selling, general and administrative expenses                  1,775,822                         1,651,921
Corporate expense                                               183,816                           360,000
                                                             ----------                        ----------
       Operating (loss) income                                  597,436                          (264,225)

Interest expense                                               (385,391)                         (340,830)
Rental income                                                   141,241                           141,044
                                                             ----------                        ----------
       Profit (loss) before income tax expense                  353,286                          (464,011)
Income tax expense                                             (133,000)                                0
                                                             ----------                        ----------

       NET EARNINGS (LOSS)                                     $220,286                        ($464,011)
                                                             ==========                        ==========

Dividend requirements on Series B preferred
   stock                                                         30,000                                 0

   Basic earnings per share                                       $0.08                             $0.23

Weighted average number of common shares
   outstanding                                                2,250,000                         2,000,000

Diluted earnings per share                                        $0.08                           ($0.23)

Weighted average number of common and
   common equivalent shares outstanding                       2,691,746                         2,000,000
</TABLE>



                                       F-3

<PAGE>



                            CONMAT TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                      Nine Months Ended
                                                                                        September 30,
                                                                       -----------------------------------------------
                                                                             1999                           1998
                                                                       -----------------              ----------------
<S>                                                                    <C>                            <C>
Cash flows from operating activities:
   Net income (loss)                                                            $220,286               ($464,011)
   Adjustments to reconcile net income (loss) to net cash
   provided by operating activities
       Depreciation and amortization                                             197,353                 244,899
       Changes in assets and liabilities, net of effect from
       acquisitions
          (Increase) decrease in assets
              Accounts receivable                                             (1,849,212)                216,624
              Inventories                                                        167,537                 312,158
              Prepaid expenses                                                   (45,574)                 58,342
              Prepaid income taxes                                               132,700                       0
              Patents, (net)                                                     (15,242)                (40,629)
              Deferred finance charges                                           (92,705)               (166,661)
       Increase (decrease) in liabilities
              Accounts payable                                                   245,346                  40,597
              Accrued expenses                                                  (106,258)               (100,583)
                                                                              ----------              ----------
                   Net cash provided by (used in)
                   operating expenses                                         (1,145,769)                100,736
                                                                              ----------              ----------

Cash flows from investing activities:
   Purchase of property and equipment                                            (40,035)               (163,528)
                                                                              ----------              ----------
              Net cash used in investing activities                              (40,035)               (163,528)
                                                                              ----------              ----------

Cash flows from financing activities:
   Net (repayment) borrowing under lines of credit                               763,830                 141,482
   Repayment of term notes                                                    (1,247,944)             (1,520,907)
   Repayment of capital lease obligations                                        (87,538)                (59,774)
   Proceeds from mortgage obligation                                           1,878,178                       0
   Proceeds from capital lease obligations                                        45,000                 138,420
   Proceeds from term notes                                                            0               1,800,000
   Recapitalization costs                                                       (139,511)                      0
   Capital distribution                                                                0                (250,000)
                                                                              ----------              ----------
              Net cash provided by financing activities
                                                                               1,212,015                 249,221
                                                                              ----------              ----------

NET INCREASE IN CASH & CASH EQUIVALENTS                                           26,211                 186,429

Cash and cash equivalents at beginning of year                                    29,430                  63,840
                                                                              ----------              ----------
Cash and cash equivalents at end of period                                       $55,641                $250,269
                                                                              ==========              ==========
</TABLE>



                                       F-4

<PAGE>



                     ConMat Technologies, Inc and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - INTERIM FINANCIAL INFORMATION

The financial statements of ConMat as of September 30, 1999 and for the nine and
three months ended September 30, 1999 and 1998 and related footnote information
are unaudited. All adjustments (consisting only of normal recurring adjustments)
have been made which, in the opinion of management, are necessary for a fair
presentation. Results of operations for the nine months ended September 30, 1999
are not necessarily indicative of the results that may be expected for any
future period.

NOTE B - CHANGES IN SECURITIES

On June 29, 1999, Polychem, foreclosed on a note due it from The Eastwind Group,
Inc. due to default by The Eastwind Group on the obligation. As settlement,
Polychem took possession of 313,333 shares of Series A convertible preferred
stock of ConMat which had been pledged as collateral. The transaction was
recorded as a reduction in outstanding Series A convertible preferred shares.

NOTE C - EARNINGS (LOSS) PER SHARE

ConMat reports earnings per share in accordance with the provisions of SFAS No.
128, Earnings Per Share. SFAS No. 128 requires presentation of basic and diluted
earnings per share in conjunction with the disclosure of the methodology used in
computing such earnings per share. Basic earnings per share excludes dilution
and is computed by dividing income available to common stockholders by the
weighted average common shares outstanding during the period. Diluted earnings
per share takes into account the potential dilution that could occur if
securities or other contracts to issue common stock were exercised and converted
into common stock.

The following are basic and diluted earnings per share calculations for the nine
month period ended September 30, 1999:


                      Nine Months Ended September 30, 1999


<TABLE>
<CAPTION>
                                                      Income                Shares               Per Share
                                                   (Numerator)          (Denominator)              Amount
                                                   -----------          -------------              ------
<S>                                                  <C>                  <C>                       <C>
Net Earnings                                         $220,286
Less Preferred Stock
Dividends                                             (30,000)
                                                     --------

Basic EPS
Income available to Common
stockholders                                          190,286              2,255,000                $.08
                                                                                                    ====

Effect of dilutive securities
Convertible Preferred Stock Dividends                  30,000                413,333
Warrants                                                                       7,937
Options                                                                       20,476
                                                     --------              ---------


Diluted EPS
Income available to Common
stockholders                                         $220,286              2,691,746                $.08
                                                     ========              =========                ====
</TABLE>



                                       F-5

<PAGE>



               Report of Independent Certified Public Accountants



Board of Directors
ConMat Technologies, Inc.


              We have audited the accompanying consolidated balance sheets of
ConMat Technologies, Inc. and Subsidiary (a Florida corporation) as of January
2, 1999, and January 3, 1998, and the related consolidated statements of
operations, changes in stockholders' equity, and cash flows for the fiscal 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 generally accepted
auditing standards. 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 consolidated financial statements referred to
above present fairly, in all material respects, the consolidated financial
position of ConMat Technologies, Inc. and Subsidiary as of January 2, 1999, and
January 3, 1998, and the consolidated results of their operations and their
consolidated cash flows for the fiscal years then ended, in conformity with
generally accepted accounting principles.



                                                          /s/ Grant Thornton LLP




Philadelphia, Pennsylvania
March 25, 1999



                                       F-6

<PAGE>



                    ConMat Technologies, Inc. and Subsidiary

                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                      ASSETS

                                                                                   January  2,        January 3,
                                                                                     1999               1998
                                                                                 ------------       -------------
<S>                                                                              <C>                <C>
Current assets
Cash and cash equivalents                                                        $     29,430       $      63,840
Accounts receivable, net                                                            2,622,261           3,524,622
    Due from related parties                                                                -              10,900
    Inventories                                                                     1,159,545           1,144,202
    Prepaid expenses                                                                   14,768             105,911
    Prepaid income taxes                                                               35,577              24,677
                                                                                  -----------         -----------
                  Total current assets                                              3,861,581           4,874,152
Property, plant and equipment, net                                                  1,188,823           1,232,162
Deferred income taxes                                                                  78,493              78,493
Other assets                                                                          386,128             286,438
                                                                                  -----------         -----------
                                                                                  $ 5,515,025         $ 6,471,245
                                                                                  ===========         ===========

                                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current liabilities
    Lines of credit                                                               $ 1,398,632         $ 1,492,511
    Current portion of long-term debt                                                 625,260             680,660
    Current portion of capitalized lease obligations                                  103,744              68,947
    Accounts payable                                                                1,183,913           1,162,738
    Accrued expenses                                                                  302,374             247,620
                                                                                  -----------         -----------
                  Total current liabilities                                         3,613,923           3,652,476
Long-term debt                                                                      2,075,775           1,897,597
Capitalized lease obligations                                                         151,761             122,293
Other liabilities                                                                     181,900             209,170
                                                                                  -----------         -----------
                  Total liabilities                                                 6,023,359           5,881,536
                                                                                  -----------         -----------

Series B preferred stock, $.001 par value, 166,667 shares issued and outstanding      500,000                   -

Stockholders' equity (deficiency)
    Series A Preferred stock, $.001 par value, 10,000,000 shares authorized,
       1,386,666 shares issued and outstanding                                          1,386                   -
    Common stock, $.001 par value, 40,000,000 shares authorized, 2,250,000
       shares issued and outstanding                                                    2,250                   -
    Common stock, $.01 par value, 5,000,000 shares authorized, 1,000
       shares issued and outstanding                                                         -                 10
    Additional paid-in capital                                                       (472,488)            504,490
    Accumulated earnings (deficit)                                                   (489,482)             85,209
    Less note receivable for shares sold                                              (50,000)                  -
                                                                                   ----------         -----------
                  Total stockholders' equity (deficiency)                          (1,008,334)            589,709
                                                                                   ----------         -----------

                                                                                   $5,515,025         $ 6,471,245
                                                                                   ==========         ===========
</TABLE>



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


                                       F-7

<PAGE>



                    ConMat Technologies, Inc. and Subsidiary

                      CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                                                          Fiscal Year Ended
                                                                                          -----------------
                                                                                    January 2,        January 3,
                                                                                       1999              1998
                                                                                   -----------        -----------

<S>                                                                                <C>                <C>
Net sales                                                                          $ 9,069,668        $12,129,981
Cost of goods sold                                                                   6,685,177          9,142,517
                                                                                   -----------        -----------

                  Gross profit                                                       2,384,491          2,987,464
Selling, general and administrative expenses                                         2,055,063          2,119,615
Eastwind corporate support fees                                                        480,000            640,000
                                                                                   -----------        -----------

                  Operating (loss) income                                             (150,572)           227,849
Interest expense                                                                      (609,996)          (406,021)
Rental income                                                                          185,877            177,832
                                                                                   -----------        -----------

                  Loss before income tax expense                                      (574,691)              (340)
Income tax expense                                                                         --             (63,573)
                                                                                   -----------        -----------

                  NET LOSS                                                         $  (574,691)       $   (63,913)
                                                                                   ===========        ===========
Per share data - basic and diluted
    Net loss per share                                                             $     (0.28)       $     (0.03)
                                                                                   ===========        ===========
</TABLE>





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




                                       F-8

<PAGE>



                                     ConMat Technologies, Inc. and Subsidiary

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)

             Fiscal years ended January 2, 1999 and January 3, 1998

<TABLE>
<CAPTION>
                                                                                                     Series A
                                                              Common stock                        Preferred stock
                                                              ------------                        ---------------
                                                      Shares              Amount              Shares             Amount
                                                      ------              ------              ------             ------

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

Balance, January 1, 1997                                 1,000          $       10                --            $     --
Cash dividends on common stock                            --                  --                  --                  --
Net loss                                                  --                  --                  --                  --
                                                    ----------          ----------          ----------          ----------
Balance, January 3, 1998                                 1,000                  10                --                  --
Reclassification of $.01 common stock                   (1,000)                (10)               --                  --
Issuance of $.001 common stock and series A
    preferred stock in connection with
    reclassification of equity                       2,000,000               2,000           1,333,333               1,333
Assumption of stockholders' liabilities                   --                  --                  --                  --
Issuance of series A preferred stock                      --                  --                53,333                  53
Issuance of common stock                               250,000                 250                --                  --
Receivable from stockholder                               --                  --                  --                  --
Capital repayment                                         --                  --                  --                  --
Net loss                                                  --                  --                  --                  --
                                                    ----------          ----------          ----------          ----------

Balance, January 2, 1999                             2,250,000          $    2,250           1,386,666          $    1,386
                                                    ==========          ==========          ==========          ==========

                                                                                              Note                Total
                                                    Additional         Accumulated         receivable         stockholders'
                                                     paid-in             earnings          for shares             equity
                                                   capital, net         (deficit)             sold             (deficiency)
                                                   ------------        -----------         -----------         -----------

Balance, January 1, 1997                           $   504,490         $   917,068         $                   $ 1,421,568
Cash dividends on common stock                            --              (767,946)               --              (767,946)
Net loss                                                  --               (63,913)               --               (63,913)
                                                   -----------         -----------         -----------         -----------
Balance, January 3, 1998                               504,490              85,209                --               589,709
Reclassification of $.01 common stock                     --                  --                  --                   (10)
Issuance of $.001 common stock and series A
    preferred stock in connection with
    reclassification of equity                        (176,675)               --                  --              (173,342)
Assumption of stockholders' liabilities               (760,000)               --                  --              (760,000)
Issuance of series A preferred stock                   159,947                --                  --               160,000
Issuance of common stock                                49,750                --                  --                50,000
Receivable from stockholder                               --                  --               (50,000)            (50,000)
Capital repayment                                     (250,000)               --                  --              (250,000)
Net loss                                                  --              (574,691)               --              (574,691)
                                                   -----------         -----------         -----------         -----------
Balance, January 2, 1999                           $  (472,488)        $  (489,482         $   (50,000)        $(1,008,334)
                                                   ===========         ===========         ===========         ===========
</TABLE>



    The accompanying notes are an integral part of this financial statement.



                                       F-9

<PAGE>



                    ConMat Technologies, Inc. and Subsidiary

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                            Fiscal year ended
                                                                                            -----------------
                                                                                  January 2,                  January 3,
                                                                                     1999                        1998
                                                                                 -----------                 -----------
<S>                                                                              <C>                         <C>
Cash flows from operating activities
    Net loss                                                                     $  (574,691)                $   (63,913)
    Adjustments to reconcile net loss to net cash provided by
          operating activities
       Depreciation and amortization                                                 312,980                     233,354
       Changes in assets and liabilities, net of effect from acquisitions
          (Increase) decrease in assets
              Accounts receivable                                                    902,361                     467,378
              Inventories                                                            (15,343)                    434,495
              Prepaid expenses                                                        91,143                    (212,334)
              Prepaid income taxes                                                   (10,900)                    (33,076)
              Patents, net                                                           (25,666)                    (54,668)
              Deferred financing charges                                            (166,660)                       --
          Increase (decrease) in liabilities
              Accounts payable                                                        21,175                     188,082
              Accrued expenses                                                       (45,256)                   (220,391)
              Other current liabilities                                                 --                      (225,607)
              Other liabilities                                                      (27,270)                    (91,589)
                                                                                 -----------                 -----------
                  Net cash provided by operating activities                          461,873                     421,731
                                                                                 -----------                 -----------
Cash flows from investing activities
    Purchase of property and equipment                                              (177,005)                   (125,651)
    Advances to affiliated companies                                                  10,900                     (10,900)
    Other                                                                               --                       (80,000)
                                                                                 -----------                 -----------
                  Net cash used in investing activities                             (166,105)                   (216,551)
                                                                                 -----------                 -----------
Cash flows from financing activities
    Net (repayments) borrowings under lines of credit                                (93,879)                  1,182,372
    Borrowings on term notes                                                       1,800,000                        --
    Repayments of term notes                                                      (1,677,222)                   (356,400)
    Repayments of capitalized lease obligations                                      (84,155)                    (52,012)
    Proceeds from capitalized lease obligations                                      148,420                      69,922
    Recapitalization costs                                                          (173,342)                       --
    Repayment of subordinated debenture                                                 --                      (360,000)
    Dividends on common stock                                                           --                      (767,946)
    Capital distribution                                                            (250,000)                       --
                                                                                 -----------                 -----------
                  Net cash used in financing activities                             (330,178)                   (284,064)
                                                                                 -----------                 -----------
                  NET DECREASE IN CASH AND CASH EQUIVALENTS                          (34,410)                    (78,884)
Cash and cash equivalents at beginning of year                                        63,840                     142,724
                                                                                 -----------                 -----------
Cash and cash equivalents at end of year                                         $    29,430                 $    63,840
                                                                                 ===========                 ===========
Supplemental cash flow information
    Cash paid for interest                                                       $   609,996                 $   406,021
                                                                                 ===========                 ===========
    Cash paid for taxes                                                          $      --                   $    25,000
                                                                                 ===========                 ===========
    Noncash transactions
       Assumption of stockholders' liabilities                                   $   760,000                 $      --
                                                                                 ===========                 ===========
</TABLE>

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


                                      F-10

<PAGE>



                    ConMat Technologies, Inc. and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                       January 2, 1999 and January 3, 1998


NOTE A - NATURE OF BUSINESS

         ConMat Technologies, Inc. (ConMat or the Company), organized under the
laws of the State of Florida, is engaged in the development and manufacture of
proprietary custom engineered plastics and composite products for industrial end
users with a special emphasis on the wastewater treatment marketplace. ConMat
conducts its operations through its wholly owned subsidiary, the Polychem
Corporation (Polychem), located in Phoenixville, Pennsylvania. Polychem
manufactures and sells clarifier components for wastewater treatment
applications and other plastic-molded products, including buckets, sprockets and
bearings. The wastewater treatment market is global in nature, and Polychem
presently sells products internationally in Western Europe, Asia and South
America, as well as in the United States.

NOTE B - BASIS OF PRESENTATION

         The consolidated financial statements include the accounts of ConMat
and its wholly owned subsidiary, Polychem.

         On December 8, 1998, ConMat, a non-operating public company with
1,000,000 common shares outstanding and immaterial net assets, acquired 100% of
the outstanding common stock of Polychem from The Eastwind Group, Inc.
(Eastwind) (the Acquisition). The Acquisition resulted in the owners and
management of Polychem having effective operating control of the combined
entity.

         Under generally accepted accounting principles, the Acquisition is
considered to be a capital transaction in substance, rather than a business
combination. That is, the Acquisition is equivalent to the issuance of stock by
Polychem for the net monetary assets of ConMat, accompanied by a
recapitalization, and is accounted for as a change in capital structure.
Accordingly, the accounting for the Acquisition is identical to that resulting
from a reverse acquisition, except that no goodwill is recorded. Under reverse
takeover accounting, the post reverse-acquisition comparative historical
financial statements of the "legal acquirer" (ConMat), are those of the "legal
acquiree" (Polychem) (i.e. the accounting acquirer).

         Accordingly, the consolidated financial statements of ConMat as of
January 2, 1999, and January 3, 1998, and for the fiscal years then ended, are
the historical financial statements of Polychem for the same periods adjusted
for the following transactions contained in the Share Exchange Agreement
executed at consummation of the Acquisition. The basic structure and terms of
the Acquisition, together with the applicable accounting effects, were as
follows:

<PAGE>

         o    ConMat acquired all of the outstanding shares of common stock of
              Polychem from Eastwind in exchange for (i) 1,000,000 shares of
              newly issued common stock of ConMat and (ii) 1,333,333 shares of
              newly issued cumulative, 2%, series A convertible preferred stock
              of ConMat (series A preferred stock). The common stock and series
              A preferred stock exchanged, in addition to the existing ConMat
              shares outstanding, collectively resulted in the recapitalization
              of the Company. Earnings per share (EPS) calculations include the
              Company's change in capital structure for all periods presented.

         o    ConMat assumed and, in certain instances, discharged the following
              liabilities of Eastwind: (i) $160,000 owed to Eastwind's former
              Chairman and Chief Executive Officer, who is the current Chairman
              and Chief Executive Officer of ConMat, discharged by the issuance
              of 53,333 shares of series A preferred stock; (ii) $100,000 owed
              to Clifton Capital, Ltd., discharged by the payment to Clifton
              Capital, Ltd. of $100,000; and (iii) $500,000 owed to Mentor
              Special Situation Fund, L.P., discharged by the issuance to Mentor
              Special Situation Fund, L.P. of 166,667 shares of newly issued
              cumulative, 8%, series B preferred stock of ConMat plus warrants
              to purchase 166,667 shares of ConMat common stock, at $3.00 per
              share. The general partner of Mentor Special Situation Fund, L.P.
              is a member of ConMat's Board of Directors. ConMat issued an
              option to purchase 30,000 shares of common stock to this director
              for $1.00 per share.

         o    At closing, Eastwind issued to Polychem a promissory note in the
              amount of $940,000 to evidence certain outstanding amounts owed by
              Eastwind to Polychem for prior advances, secured by the pledge of
              313,333 shares of series A preferred stock. This amount, in
              addition to other amounts owed to Polychem by Eastwind, was
              accounted for as distributions in the form of dividends on common
              stock to Eastwind in the periods the distributions were made.

         The Company incurred $173,342 of costs related to the Acquisition.
These costs were recorded as reductions to additional paid-in capital in
connection with the reclassification of equity resulting from the
recapitalization.



                                      F-11

<PAGE>



                    ConMat Technologies, Inc. and Subsidiary

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                       January 2, 1999 and January 3, 1998


NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.       Use of Estimates

         The preparation of financial statements in conformity with generally
accepted accounting principles 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 revenues and expenses during the
reporting period. Actual results could differ from those estimates.

2.       Cash and Cash Equivalents

         The Company's cash management system provides for the short-term
investment of cash and the transfer or deposit of sufficient funds to cover
checks as they are submitted for payment. The Company considers all highly
liquid debt instruments purchased with an original maturity of three months or
less to be cash equivalents.

3.       Inventories

         Inventories consist of raw materials, work-in-process, and finished
goods. Work-in-process and finished goods include raw materials, direct labor,
and a portion of manufacturing overhead. The Company's inventory is stated at
the lower of cost or market, with cost determined by the last-in, first-out
(LIFO) method.

4.       Property, Plant and Equipment

         Property, plant and equipment are stated at cost less accumulated
depreciation. Depreciation is recorded using the straight-line and accelerated
depreciation methods over the estimated useful lives of the assets. Leasehold
improvements are amortized over the term of the lease or estimated useful life,
whichever is shorter.

5.       Research and Development Costs

         The Company expenses research and development costs as incurred.
Research and development costs were approximately $140,000 for the year ended
January 2, 1999 and $155,000 for the year ended January 3, 1998.

6.       Income Taxes

         The Company accounts for its income taxes under the liability method
specified by Statement of Financial Accounting Standards (SFAS) No. 109,
Accounting for Income Taxes. Deferred tax assets and liabilities are determined
based on the difference between the financial statement and tax bases of assets
and liabilities as measured by the enacted tax rates which will be in effect
when these differences reverse. Deferred tax expense is the result of changes in
deferred tax assets and liabilities.

 7.      Loss Per Share

         The Company reports earnings per share in accordance with the
provisions of SFAS No. 128, Earnings Per Share. SFAS No. 128 requires
presentation of basic and diluted earnings per share in conjunction with the
disclosure of the methodology used in computing such earnings per share. Basic
earnings per share excludes dilution and is computed by dividing income
available to common stockholders by the weighted average common shares
outstanding during the period. Diluted earnings per share takes into account the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised and converted into common stock.





                                      F-12

<PAGE>



                    ConMat Technologies, Inc. and Subsidiary

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                       January 2, 1999 and January 3, 1998


NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

         The following are the basic and diluted earnings per share calculations
for the periods presented:

                                                 January 2,          January 3,
                                                   1999                1998
                                                -----------         -----------
Loss per share
Net loss                                        $  (574,691)        $   (63,913)
                                                ===========         ===========

Weighted average shares outstanding               2,017,170           2,000,000
                                                -----------         -----------

Basic and diluted loss per share                $     (0.28)        $     (0.03)
                                                ===========         ===========


         Series A preferred stock, convertible into 1,386,666 and 1,333,333
shares of common stock, were outstanding during the fiscal years ended January
2, 1999, and January 3, 1998, respectively, which were not included in the
computation of diluted earnings per share because to do so would be
antidilutive.

         There were stock options outstanding at January 2, 1999, to purchase
280,000 shares of common stock which were not included in the computation of
diluted earnings per share because to do so would be antidilutive.


NOTE D - ACCOUNTS RECEIVABLE

<TABLE>
<CAPTION>
                                                             January 2,                January 3,
                                                                1999                      1998
                                                             ----------                ----------

<S>                                                          <C>                       <C>
         Trade receivables                                   $2,241,801                $3,401,519
         Retainage receivables                                  608,481                   361,124
         Allowance for doubtful accounts                       (75,000)                  (85,000)
                                                             ----------                ----------
                                                              2,775,282                 3,677,643
         Less retainage receivables due in over one year        153,021                   153,021
                                                             ----------                ----------
                                                             $2,622,261                $3,524,622
                                                             ==========                ==========
</TABLE>

         The Company sells clarifier components to general contractors for use
in building and maintaining wastewater treatment facilities operated by
government municipalities. Sales of these components under contracts generally
require retainage provisions which become due upon completion of the entire
contract. Retainage receivables expected to be collected after one year are
included in other assets in the accompanying balance sheets.

NOTE E - INVENTORIES
<TABLE>
<CAPTION>
                                                             January 2,                January 3,
                                                                1999                      1998
                                                             ----------                ----------

<S>                                                          <C>                       <C>
         Raw materials                                       $  327,412                $  320,826
         Work-in-process                                        362,255                   356,763
         Finished goods                                         469,878                   466,613
                                                             ----------                ----------
                                                             $1,159,545                $1,144,202
                                                             ==========                ==========
</TABLE>

         Had the FIFO method of valuing inventory been used, the value of
inventories would not have been significantly different as of January 2, 1999,
and January 3, 1998.


                                      F-13

<PAGE>



                    ConMat Technologies, Inc. and Subsidiary

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                       January 2, 1999 and January 3, 1998


NOTE F - PROPERTY, PLANT AND EQUIPMENT


<TABLE>
<CAPTION>
                                           Estimated            January 2,            January 3,
                                         useful lives              1999                  1999
                                       -----------------    ------------------    ------------------
<S>                                    <C>                  <C>                   <C>
Land                                           -                  $     56,000          $     56,000
Buildings and improvements               10 - 15 years                 976,155               968,826
Machinery and equipment                   3 - 7 years                  860,612               690,935
                                                                    ----------            ----------
                                                                     1,892,767             1,715,761
   Less accumulated depreciation                                       703,944               483,599
                                                                    ----------            ----------
                                                                    $1,188,823            $1,232,162
                                                                    ==========            ==========
</TABLE>


         Depreciation expense was $220,345 and $199,668 for the fiscal years
ended January 2, 1999, and January 3, 1998, respectively.

         Machinery and equipment as of January 2, 1999, and January 3, 1998,
includes $448,236 and $299,816, respectively, of equipment under capital leases,
with accumulated depreciation of $192,731 and $108,576, respectively.

NOTE G - OTHER ASSETS


<TABLE>
<CAPTION>
                                                          January 2,      January 3,
                                                             1999            1998
                                                          ----------      ----------
<S>                                                        <C>             <C>
         Retainage receivables due in over one year        $153,021        $153,021
         Deferred financing, net                            152,773          78,749
         Patents, net                                        80,334          54,668
                                                           --------        --------
                                                           $386,128        $286,438
                                                           ========        ========
</TABLE>





                                      F-14

<PAGE>



                    ConMat Technologies, Inc. and Subsidiary

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                       January 2, 1999 and January 3, 1998


NOTE H - LINES OF CREDIT AND LONG-TERM DEBT

On September 30, 1998, Polychem entered into a three year loan and security
agreement (the Agreement) with a commercial lender which provided to Polychem a
revolving credit line up to $3,500,000 based upon eligible accounts receivable
and inventory, as defined. The revolving credit line bears interest at the index
rate, based on the rate for 30-day dealer paper, plus 4.75% (9.65% at January 2,
1999). The Agreement also provided for a term loan for $1,500,000, secured by
real estate and equipment, with interest at the index rate plus 6.5% (11.4% at
January 2, 1999). At January 2, 1999, the Company was not in compliance with
certain financial covenants contained in the Agreement with respect to
$2,798,632 of obligations. These instances of noncompliance were waived by the
commercial lender.

At January 2, 1999, there was approximately $286,000 available for advances
under the revolving line of credit.


<TABLE>
<CAPTION>
                                                                                  January 2,    January 3,
                                                                                    1999          1998
                                                                                  ----------    ----------
<S>                                                                               <C>           <C>
Polychem term note payable to the Budd Company, interest at 8%, principal
payable in quarterly installments of $81,305, commencing
March 1998 through March 2003                                                     $1,301,035    $1,626,093

Polychem note payable, interest at index rate plus 6.5% (11.4% at January 2,
1999), payable in 36 monthly installments of $25,000 plus
interest, with a final payment in September 2001                                   1,400,000            --

Polychem note payable to bank, interest at the bank's prime rate plus 1.5% (10%
at January 3, 1998), payable in 18 monthly installments of $21,155 and 41
monthly installments of $29,617 plus interest, with a
final payment in March 2000                                                               --       952,164
                                                                                  ----------    ----------
                                                                                   2,701,035     2,578,257
Less current portion                                                                 625,260       680,660
                                                                                  ----------    ----------
                                                                                  $2,075,775    $1,897,597
                                                                                  ==========    ==========
</TABLE>

         Maturities on these obligations at January 2, 1999 are as follows:

                  2000                    $  625,260
                  2001                       625,260
                  2002                     1,125,259
                  2003                       325,256
                                          ----------
                                          $2,701,035
                                          ==========

         The carrying amounts of the Company's long-term debt approximate their
fair value as of January 2, 1999, and January 3, 1998. The fair value of the
Company's long-term debt is estimated using discounted cash flow analyses based
on the Company's incremental borrowing rate for similar types of borrowing
arrangements.

         Interest expense of $414,123 and $266,831 on the term notes was charged
to operations for the years ended January 2, 1999, and January 3, 1998,
respectively.



                                      F-15

<PAGE>



                    ConMat Technologies, Inc. and Subsidiary

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                       January 2, 1999 and January 3, 1998


NOTE I - CAPITALIZED LEASE OBLIGATIONS

         The Company leases certain equipment under capital leases. The weighted
average interest rate was 9.96% and 14.2% for the years ended January 2, 1999,
and January 3, 1998, respectively. Interest expense of $23,184 and $24,553 on
the capitalized lease obligations was charged to operations for the years ended
January 2, 1999, and January 3, 1998, respectively. Future minimum lease
payments as of January 2, 1999, are as follows:

              1999                                          $  122,958
              2000                                              88,168
              2001                                              44,356
              2002                                              25,439
              2003                                              10,600
                                                            ----------
         Total minimum lease payments                          291,521
         Less amounts representing interest                     36,016
                                                            ----------

         Present value of future minimum lease payments        255,505
         Less current portion                                  103,744
                                                            ----------
                                                            $  151,761
                                                            ==========

NOTE J - EMPLOYEE BENEFIT PLANS

1.       Defined Contribution Plans

         Management and nonunion employees of Polychem participate in a
qualified 401(k) savings plan. Participants can contribute a portion of their
pretax compensation, and Polychem matches 50% of the first 4% of compensation
contributed by the employee. Contributions to the plan for the years ended
January 2, 1999, and January 3, 1998, were $29,093 and $30,270, respectively.
Participants vest in Polychem's contributions pro rata over two to five years.
At the direction of the Board of Directors, Polychem may elect to contribute a
maximum of 9% of each employee's compensation, in addition to the regular match,
if sufficient profits are generated. Discretionary contributions were $-0- and
$93,964 for the years ended January 2, 1999, and January 3, 1998, respectively.

 2.      Defined Benefit Pension Plan

         Polychem maintains a non-contributory defined benefit pension plan for
hourly union employees. The pension benefits are based on years of service and
the benefit rate in effect at the date of retirement.




                                      F-16

<PAGE>



                    ConMat Technologies, Inc. and Subsidiary

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                       January 2, 1999 and January 3, 1998


NOTE J - EMPLOYEE BENEFIT PLANS - Continued

         The plan status was as follows:

<TABLE>
<CAPTION>
                                                                                  January 2,          January 3,
                                                                                    1999                1998
                                                                                 -----------          ----------
<S>                                                                               <C>                 <C>
         Change in benefit obligation
              Benefit obligation at beginning of year                             $ 2,213,711         $ 2,146,767
              Service cost                                                             31,139              28,445
              Interest cost                                                           148,996             155,221
              Actual gain                                                             120,755             102,831
              Benefits paid                                                          (185,822)           (219,553)
                                                                                  -----------          ----------

              Benefits obligation at end of year                                    2,328,779           2,213,711

         Change in plan assets
              Fair value of plan assets at beginning of year                        2,157,972           1,907,362
              Actual return on plan assets                                            316,663             470,163
              Employer contribution                                                   --                  --
              Benefits paid                                                          (185,822)           (219,553)
                                                                                  -----------          ----------

              Fair value of plan assets at end of year                              2,288,813           2,157,972
              Funded status                                                            39,966              55,739
              Unrecognized net actuarial gain                                         233,319             221,635
              Unrecognized prior service cost                                         (55,872)            (61,393)
                                                                                  -----------          ----------

              Prepaid (accrued) benefit cost                                      $   217,413         $   215,981
                                                                                  ===========         ===========

         Weighted average assumptions as of December 31
              Discount rate                                                              6.75%               7.00%
              Expected return on plan assets                                             9.00%               9.00%

         Components of net periodic benefit cost
              Service cost                                                        $   (31,139)        $   (28,445)
              Interest cost                                                          (148,996)           (155,221)
              Expected return on plan assets                                          316,663             470,163
              Amortization of prior service cost                                       (5,521)             (5,521)
              Recognized net actuarial loss                                          (132,439)           (308,375)
                                                                                  -----------          ----------

              Net periodic benefit cost                                           $    (1,432)        $   (27,399)
                                                                                 ============         ===========
</TABLE>


3. Postretirement Life Insurance Benefits

         Polychem provides postretirement life insurance benefits to all union
employees. The life insurance plan provides coverage ranging from $3,000 to
$6,000 for qualifying retired employees. A discount rate of 7% was used in
determining the actuarial present value of the obligations as of January 2,
1999, and January 3, 1998. The unfunded accumulated postretirement benefit
obligation as of January 2, 1999, and January 3, 1998, was $20,000 and $25,782,
respectively, and the net periodic postretirement benefit cost for the years
ended January 2, 1999, and January 3, 1998, was immaterial.



                                      F-17

<PAGE>



                    ConMat Technologies, Inc. and Subsidiary

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                       January 2, 1999 and January 3, 1998


NOTE K - INCOME TAXES

         The components of income tax expense are as follows:

                                            January 2,         January 3,
                                               1999               1998
                                            ---------          ----------
         Current
              Federal                        $  --              $  --
              State                             --                7,240
                                             -------            -------
                                                --                7,240
                                             -------            -------
         Deferred
              Federal                        $  --              $56,333
              State                             --                 --
                                             -------            -------
                                                --               56,333
                                             -------            -------
                                                                 56,333
                                             -------            -------
                                             $  --              $63,573
                                             =======            =======

         The reconciliation of the statutory federal rate to the Company's
effective income tax rate is as follows:

<TABLE>
<CAPTION>
                                                                       January 2,       January 3,
                                                                          1999             1998
                                                                       ----------       ----------

<S>                                                                    <C>               <C>
         Statutory tax (benefit) provision                             $(195,395)        $    (116)
         State income tax provision, net of federal tax benefit             --               4,778
              Increase (decrease) in valuation allowance                 189,492            46,944
              Nondeductible expense                                        4,027             5,841
              Other                                                        1,876             6,126
                                                                       ---------         ---------
                                                                       $    --           $  63,573
                                                                       =========         =========
</TABLE>

         Under SFAS No. 109, Accounting for Income Taxes, deferred tax assets
and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates.

         The tax effect of temporary differences that give rise to deferred
income taxes is as follows:

<TABLE>
<CAPTION>
                                                                                   January 2,          January 3,
                                                                                     1999                1998
                                                                                  -----------         -----------
<S>                                                                               <C>                 <C>
         Deferred Tax Assets
         Accruals and reserves                                                    $    25,500         $    28,900
         Inventory                                                                     62,906              49,498
         Net operating loss carryforwards                                             166,406                   -
         Valuation allowance on deferred tax asset                                   (236,436)            (46,944)
         Other                                                                         60,117              47,039
                                                                                  -----------         -----------
                                                                                  $    78,493         $    78,493
                                                                                  ===========         ===========
</TABLE>

         At January 2, 1999, the Company had approximately $500,000 of net
operating loss carryforwards expiring in 2018. A valuation allowance has been
recorded to reflect a net deferred tax asset that management believes is
realizable in future tax years from income from operations.




                                      F-18

<PAGE>



                    ConMat Technologies, Inc. and Subsidiary

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                       January 2, 1999 and January 3, 1998


NOTE L - COMMITMENTS AND CONTINGENCIES

1.       Operating Leases

         The Company leases certain facilities and equipment under
noncancellable operating leases that expire through May 2001. Rent expense of
$31,148 and $30,458 has been charged to operations for the years ended January
2, 1999, and January 3, 1998, respectively. Minimum future rental payments under
leases as of January 2, 1999, are as follows:

              1999                          $  27,204
              2000                             16,695
              2001                                490
                                            ---------
                                            $  44,389
                                            =========

 2.      Litigation

         ConMat is currently a defendant in a Pennsylvania state court action
filed on January 28, 1999. The plaintiff maintains that Eastwind, his former
employer, breached the terms of his severance agreement, and that the sale of
Polychem to ConMat was part of a conspiracy to avoid payments to him and
violated Pennsylvania's Uniform Fraudulent Act. Among the other named defendants
is the Chairman and Chief Executive Officer of ConMat who was the former Chief
Executive Officer of Eastwind.

         Initially, the plaintiff sought a temporary restraining order and
preliminary injunction seeking to set aside the sale of Polychem to ConMat.
However, by Order dated February 19, 1999, the Court denied plaintiffs' request
for injunctive relief. ConMat subsequently filed preliminary objections to the
complaint seeking to have itself dismissed as a party to the action. The parties
have completed filing briefs relating to ConMat's preliminary objections and a
decision by the Court is not expected until September 1999 at the earliest.

         From time to time, ConMat and its subsidiary are parties to routine
litigation which arises in the normal course of business. In the opinion of
management, the resolution of these lawsuits would not have a material adverse
effect on the Company's consolidated financial position or consolidated results
of operations.

NOTE M - EMPLOYMENT AGREEMENTS

          In conjunction with the Acquisition, ConMat entered into an Employment
Agreement with ConMat's Chief Executive Officer and Chairman of the Board of
Directors. Under the agreement, he will be paid an annual base salary ranging
from $170,000 to $250,000, depending on ConMat's annual net income. As
additional incentive compensation, upon executing the Employment Agreement, he
received (i) 250,000 shares of common stock for an aggregate purchase price of
$50,000, paid by delivery of a two-year promissory note at 5% interest; and (ii)
250,000 options to purchase shares of common stock at an exercise price of $3.00
per share (the Stock Option Award). 50,000 of the options are exercisable
following registration of the underlying shares of common stock. 100,000 of the
options are exercisable following registration of the underlying common stock if
ConMat realizes $750,000 in pre-tax income during a fiscal year. The remaining
100,000 options are exercisable following registration of the underlying shares
of common stock if ConMat realizes $1,000,000 in pre-tax income during a fiscal
year. All of the options expire ten years from the grant date and are
immediately exercisable upon a merger, sale of assets, or other transaction
resulting in a change of control in which the holders of shares of common stock
receive not less than $5.00 per share.

         The Stock Option Award is accounted for under Accounting Principles
Board (APB) Opinion No. 25 and related interpretations. Had compensation cost
for the options been determined based on the fair value of the options on the
grant date consistent with the method of SFAS No. 123, Accounting for Stock
Based Compensation, the Company's net loss per share for the fiscal year ended
January 2, 1999, would not be materially different from the amount reported.


                                      F-19

<PAGE>



                    ConMat Technologies, Inc. and Subsidiary

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                       January 2, 1999 and January 3, 1998


NOTE N - INDUSTRY SEGMENT AND FOREIGN SALES INFORMATION

         Management has determined that it operates in one industry segment (see
note A).

         For the year ended January 2, 1999, Polychem's sales to foreign
customers were approximately $2,826,505, or 31.2% of consolidated net sales, and
consist of sales to customers in Asia (15.2%), Europe (11.0%), and North America
(5.0%). Receivables from these customers were approximately $339,096 as of
January 2, 1999.

         For the year ended January 3, 1998, Polychem's sales to foreign
customers were approximately $2,722,000, or 22.4% of consolidated net sales, and
consist of sales to customers in Asia (3.6%), Europe (10.7%), and North America
(8.1%).


                                      F-20

<PAGE>


================================================================================


                             -----------------------

                             Up to 3,258,333 Shares

                                 of Common Stock
                             -----------------------

                            ConMat Technologies, Inc.

                             -----------------------


                             -----------------------

                                   PROSPECTUS
                             -----------------------

                              November ____ , 1999
                             -----------------------

You should rely only on the information contained in this prospectus or that we
have referred you to. We have not authorized anyone to provide you with
information that is different. The information in this prospectus may not be
accurate beyond the date indicated above, regardless of when this prospectus is
delivered or when the securities described in this prospectus are sold. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.




<PAGE>



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


Item 24.          Indemnification of Directors and Officers

ConMat's charter provides that to the fullest extent permitted by law, no
director or officer of ConMat shall be personally liable to ConMat or its
stockholders for damages for breach of any duty owed to ConMat or its
stockholders and that ConMat may, in its by-laws or in any resolution of its
stockholders or directors, undertake to indemnify the officers and directors of
ConMat against any contingency or peril as may be determined to be in the best
interests of ConMat, and in conjunction therewith, to procure, at ConMat's
expense, policies of insurance. Florida law, under which ConMat is incorporated,
allows a corporation to indemnify its directors and officers if such director or
officer acted in good faith and in a manner such director or officer reasonably
believed to be in , or not opposed to, the best interests of the corporation
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. ConMat maintains a director and officer
liability insurance policy covering each of ConMat's directors and executive
officers.

Item 25.          Other Expenses of Issuance and Distribution

The following is an itemized statement of the estimated amounts of all expenses
payable by the Registrant in connection with the registration of the shares of
common stock offered hereby, other than underwriting discounts and commissions:

          Registration Fee--Securities and Exchange Commission        $ 4,131
         *Accountants' fees and expenses .....................        $ 2,000
         *Legal fees and expenses ............................        $ 7,500
         *Printing and EDGAR expenses ........................        $ 2,000
         *Miscellaneous ......................................        $ 1,000
                                                                      -------
                  Total ......................................        $16,631
                                                                      =======
------------------
* Estimate

Item 26.          Recent Sales of Unregistered Securities

In connection with the acquisition of Polychem on December 8, 1998 and pursuant
to Section 4(2) of the Securities Act, ConMat issued (i) 1,000,000 shares of
common stock to Eastwind, (ii) 1,386,666 shares of series A convertible
preferred stock to Eastwind and Paul A. DeJuliis, (iii) 166,667 shares of series
B convertible preferred stock and warrants to purchase 196,667 shares of common
stock to Mentor Special Situation Fund, L.P.

On December 10, 1998, Paul A. DeJuliis, President and Chief Executive Officer of
ConMat, purchased 250,000 shares of common stock at a purchase price of $50,000,
paid by delivery to ConMat of Mr. DeJuliis' promissory note in that amount. The
note has a maturity date of December 10, 2000, bears interest at 5% per annum
and is secured by a pledge of the purchased shares.









                                      II-1

<PAGE>



Item 27.          Exhibits

         The following exhibits are filed as part of this registration
statement. Exhibit numbers correspond to the exhibit requirements of Regulation
S-B.

<TABLE>
<CAPTION>
Exhibit
Number     Description
------     -----------

<S>        <C>
3.1        Articles of Incorporation of ConMat Technologies, Inc.
3.2        By-laws of ConMat Technologies, Inc.*
4.1        Specimen common stock certificate.*
4.2        Specimen series A preferred stock certificate.*
4.3        Specimen series B preferred stock certificate.*
4.5        Series A warrant from ConMat to Mentor Special Situation Fund, L.P. dated December 8, 1998.*
4.6        Series B warrant from ConMat to Mentor Management Company dated December 8, 1998.*
4.8        Option Agreement between ConMat and Paul A. DeJuliis dated December 8, 1998.*
5          Legal Opinion of Atlas, Pearlman, Trop & Borkson, PA***
10.1       Employment Agreement between ConMat and Paul A. DeJuliis dated December 8, 1998.*
10.2       Loan and Security Agreement between Polychem and General Electric Capital Corporation dated September
           30, 1998.*
10.3       $3,500,000 Revolving Credit Note payable by Polychem to General Electric Capital Corporation dated
           September 30, 1998.*
10.4       $1,500,000 Term Note payable by Polychem to General Electric Capital Corporation dated September 30,
           1998.*
10.5       Stock Pledge Agreement between ConMat and General Electric Capital Corporation dated December 8,
           1998.*
10.6       Guarantee dated December 8, 1998 between ConMat and General Electric Capital Corporation.*
10.7       Waiver and Amendment Agreement among General Electric Capital Corporation, ConMat, Polychem and
           Eastwind.*
10.8       $1,626,294 Term Note payable by Polychem to The Budd Company dated March 10, 1995.*
10.9       Mortgage and Security Agreement between Polychem and General Electric Capital Corporation.*
10.10      Share Exchange Agreement between ConMat and Eastwind dated December 8, 1996.**
10.11      Eastwind Stockholder Trust Agreement between Eastwind and Paul A. DeJuliis dated December 7, 1998.**
10.12      Waiver and Amendment Agreement between General Electric Capital Corporation and Polychem dated
           August 25, 1999.**
10.13      Amended and Restated Term Note dated August 25, 1999 payable by Polychem to General Electric Capital
           Corporation.**
10.14      Amended and Restated Revolving Credit Note dated August 25, 1999 payable by Polychem to General
           Electric Capital Corporation.**
10.15      Guarantor Reaffirmation Agreement dated August 25, 1999 between ConMat and General Electric Capital
           Corporation.**
10.16      Balloon Mortgage Note dated August 25, 1999 payable to Public School Employes' Retirement Board by
           Polychem.**
10.17      Open End Mortgage and Security Agreement between Polychem and Public School Employes' Retirement
           Board dated August 24, 1999.**
10.18      Loan Guaranty and Suretyship Agreement between Polychem and Public School Employes' Retirement
           Board dated August 24, 1999.**
10.19      Mortgagee's Waiver and Consent dated August 25, 1999 between Public School Employes' Retirement
           System, Polychem and General Electric Capital Corporation.**
11         Computation of Per Share Earnings (included in Financial Statements on Pages F-5, F-12 and F-13).
21         Subsidiaries of ConMat.
</TABLE>


                                      II-2

<PAGE>



<TABLE>
<S>        <C>
23.1       Consent of Atlas, Pearlman, Trop & Borkson (included in Exhibit 5).
23.2       Consent of Grant Thornton LLP.
24         Power of Attorney (included on signature page).
</TABLE>
----------
* Incorporated by reference to Form 10-SB file no. 0-30114 filed April 27, 1999
and Amendment No. 1 filed June 16, 1999.

**Incorporated by reference to Amendment No. 1 to Form 10-SB file no. 0-30166
filed August 30, 1999.

***To be filed by amendment.

Item 28.  Undertakings

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to: (i) include any
prospectus required by Section 10 (a) (3) of the Securities Act; (ii) reflect in
the prospectus any facts or events which, individually or together, represent a
fundamental change in the information set forth in the Registration Statement,
and (iii) include any additional or changed material information with respect to
the plan of distribution.

2. That for the purpose of determining any liability under the Securities Act,
each post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.

4. That for the purpose of determining any liability under the Securities Act,
to treat the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant under Rule 424(b)(1) or (4), or 497(h)
under the Securities Act as part of this Registration Statement as of the time
the Commission declared it effective.

Insofar as indemnification for liabilities under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in a successful defense of any action, suit or proceeding) is asserted by a
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issuer.







                                      II-3

<PAGE>



                                   SIGNATURES


         In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Philadelphia, Commonwealth of Pennsylvania, on November 26, 1999.



                               CONMAT TECHNOLOGIES, INC.


                               By:    /s/ Paul A. DeJuliis
                                      ------------------------------------------
                                      Paul A. DeJuliis, Chairman of the Board of
                                      Directors and Chief Executive Officer


         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul A. DeJuliis and William J. Crighton,
and either of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place, and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on November 26, 1999.

Signature                                 Title
---------                                 -----


/s/ Paul A. DeJuliis                      Chairman of the Board of Directors and
-------------------------                 Chief Executive Officer
Paul A.  DeJuliis


/s/ Theodore R. Rutkowski
-------------------------
Theodore R. Rutkowski                     President and a Director

/s/ Edward F. Sager, Jr.
-------------------------
Edward F. Sager, Jr.                      Director



<PAGE>


                                  Exhibit Index
Exhibit
Number        Description
------        -----------

3.1           Articles of Incorporation of ConMat Technologies, Inc.
23.2          Consent of Grant Thornton LLP.

