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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

Commission File Number 0-18583

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]      No [   ]

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of September 30, 2002.

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POLYMER SOLUTIONS, INC. and SUBSIDIARIES
Quarterly Report on Form 10-Q
For the Three and Six Months Ended September 30, 2002

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The accompanying interim consolidated financial statements and notes are unaudited: However, in the opinion of management, they reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods presented. Results of operations for the periods ended September 30, 2002 are not necessarily indicative of results expected for an entire year.

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Polymer Solutions, Inc. and Subsidiaries

Consolidated Balance Sheets
(U.S. Dollars)

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

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Polymer Solutions, Inc. and Subsidiaries

Consolidated Statements of Operations (Unaudited)
(U.S. Dollars)

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

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Polymer Solutions, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)
(U.S. Dollars)

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

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Polymer Solutions, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

1.		Basis of Presentation
		The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The consolidated financial statements include the accounts of the company and its wholly owned subsidiaries. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for this period are not necessarily indicative of the results to be expected for the whole year. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2002, as filed with the Securities and Exchange Commission.
2.		Inventories
		Inventories consist of the following:

3.		Earnings Per Share (“EPS”)
		The Company’s basic net income per share is computed by dividing net income by the weighted average number of outstanding common shares. The diluted EPS amounts are the same as the basic EPS for all periods presented. At September 30, 2002, all options were considered anti-dilutive; however, there were options for 1,105,617 shares that could potentially dilute basic EPS in the future.
4.		Commitments and Contingencies
		The Company is subject to environmental related claims in the normal course of business. Management believes these liabilities, if any, will not materially affect the Company’s financial position, results of operations or cash flows.

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Polymer Solutions, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

5.		Common Stock
		During the quarter ended September 30, 2002, the Company repurchased and returned to treasury an aggregate of 85,000 shares of its common stock for $23,171. For the six month period ended September 30, 2002, the Company repurchased and returned to treasury an aggregate of 245,000 shares of its common stock for $66,400.
		On August 15, 2002, 2,426,397 outstanding stock options and warrants granted to employees, officers, consultants and directors, with exercise prices between $.78 and $.53 per share, were reissued and repriced into options to purchase 816,719 shares at an exercise price of $0.26 (Cdn$0.40) per share. The repriced options are being accounted for as variable from August 15, 2002 to the date the options are exercised, forfeited, or expire unexercised. As of September 30, 2002 no expense has been incurred in connection with these variable options.
		On August 15, 2002, the shareholders of the Company approved an increase in authorized common shares from 20,000,000 to 100,000,000 shares.
6.		Recently Issued Accounting Standards
		In July 2001, the Financial Accounting Standards Board issued SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. They also issued SFAS No. 143, Accounting for Obligations Associated with the Retirement of Long-Lived Assets, and SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, in August and October 2001, respectively.
		SFAS No. 141 requires all business combinations initiated after June 30, 2001 be accounted for under the purchase method. SFAS No. 141 supersedes Accounting Principles Board (APB) Opinion No. 16, Business Combinations, and SFAS No. 38, Accounting for Pre-acquisition Contingencies of Purchased Enterprises.
		SFAS No. 142 addresses the financial accounting and reporting for acquired goodwill and other intangible assets. Under the new rules, amortization of goodwill and other intangible assets with indefinite lives is no longer required but intangible assets will be subject to periodic testing for impairment. SFAS No. 142 supersedes APB Opinion No. 17, Intangible Assets. The Company adopted the provisions of SFAS No. 142 effective April 1, 2002, which will have a positive impact on its consolidated results of operations and financial position, as the Company stopped recording amortization expense in connection with the goodwill related to the USC acquisition.
		SFAS No. 143 establishes accounting standards for the recognition and measurement of an asset retirement obligation and its associated asset retirement cost. It also provides accounting guidance for legal obligations associated with the retirement of tangible long-lived assets. SFAS No. 143 is effective in fiscal years beginning after June 15, 2002, with early adoption permitted. The Company expects that the provisions of SFAS No. 143 will

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Polymer Solutions, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

		not have a material impact on its consolidated results of operations, financial position and cash flows upon adoption. The Company plans to adopt SFAS No. 143 effective April 1, 2003.
		SFAS No. 144 establishes a single accounting model for the impairment or disposal of long-lived assets, including discontinued operations. SFAS No. 144 superseded SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and APB Opinion No. 30, Reporting the Results of Operations— Reporting the Effects of Disposal of a Segment of Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions. The Company adopted the provisions of SFAS No.144 effective April 1, 2002, which did not have a material impact on its consolidated results of operations, financial position and cash flows.
Item 2		Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended September 30, 2002

OVERVIEW

Polymer Solutions, Inc. (the “Company”), develops, manufactures and distributes paints, coatings and adhesives to various industries, primarily in California. In 1998, PSI constructed a new production facility in Chico, California that allows the Company significant growth opportunities both internally and by way of acquisition. Presently, this facility has excess production capacity and with the addition of a minor amount of capital equipment and some additional labor, capacity can be increased significantly.

RESULTS OF OPERATIONS

Sales revenues increased 2% to $3,916,601 for the three months ended September 30, 2002, compared to the same prior year period. Similarly, sales revenues for the six months ended September 30, 2002 increased 1% to $7,638,718 compared to the same prior year period.

Gross profit for the second quarter increased 5% to $1,156,805 from $1,105,740 for the comparable period last year. For the six months ended September 30, 2002 gross profit remained fairly constant at $2,261,036 compared to $2,254,727 in the same prior year period. The gross profit percentage also remained fairly constant at approximately 30% in each of the periods presented.

Marketing and sales expense for the three months ended September 30, 2002 totaled $286,656, an increase of 3% from $278,140 in the comparable prior year period. For the six months ended

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September 30, 2002 marketing and sales expense totaled $570,638, an increase of 4% from $550,312 in the comparable prior year period. The increases consist primarily of travel to new customers.

General and administrative expenses for the three months ended September 30, 2002 were $452,915 versus $452,841 for the same prior year period. For the six months ended September 30, 2002 general and administrative expenses were $866,135, versus $849,806 for the same prior year period. This 2% increase is primarily due to higher office wages.

Research and development expenses were $138,658 for the three months ended September 30, 2002, versus $136,305 for the same prior year period, reflecting a 2% increase. For the six months ended September 30, 2002 research and development costs were $280,708, versus $288,141 for the same prior year period. This 3% decrease was achieved by a decrease in lab supplies.

Interest expense totaled $6,510 for the three months ended September 30, 2002 compared to $19,744 in the same prior year period reflecting a 67% decrease due to a pay down of the operating line of credit and lower interest rates. For the six months ended September 30, 2002 interest expense totaled $14,439 compared to $47,590 in the same prior year period reflecting a 70% decrease, also due to the pay down of the operating line of credit and lower interest rates.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2002 the Company had $1,182,005 in cash compared to $1,036,709 at the end of fiscal 2002. Cash flow provided by operating activities totaled $426,419 for the first half of fiscal year 2002, versus cash provided by operations of $366,030 in the comparable prior year period. This is primarily due to an increase in sales revenues, as well as the timing of payments to vendors. Capital additions were $126,533 in the six months ended September 30, 2002, compared to $10,982 for the same period a year ago. Cash payments for repurchase of stock were $66,400 during the six months ended September 30, 2002 versus $24,387 in the comparable prior period.

The Company has a positive working capital of $3,367,674 at September 30, 2002, versus $3,035,131 at March 31, 2002. The current ratio at September 30, 2002 was 2.9:1 compared with 2.9:1 for the fiscal 2002 year end ratio.

RECENTLY ISSUED ACCOUNTING STANDARDS

In July 2001, the Financial Accounting Standards Board issued SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. They also issued SFAS No. 143, Accounting for Obligations Associated with the Retirement of Long-Lived Assets, and SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, in August and October 2001, respectively.

SFAS No. 141 requires all business combinations initiated after June 30, 2001 be accounted for under the purchase method. SFAS No. 141 supersedes Accounting Principles Board (APB) Opinion No. 16, Business Combinations, and SFAS No. 38, Accounting for Pre-acquisition Contingencies of Purchased Enterprises.

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SFAS No. 142 addresses the financial accounting and reporting for acquired goodwill and other intangible assets. Under the new rules, amortization of goodwill and other intangible assets with indefinite lives is no longer required but intangible assets will be subject to periodic testing for impairment. SFAS No. 142 supersedes APB Opinion No. 17, Intangible Assets. The Company adopted the provisions of SFAS No. 142 effective April 1, 2002, which will have a positive impact on its consolidated results of operations and financial position, as the Company stopped recording amortization expense in connection with the goodwill related to the USC acquisition.

SFAS No. 143 establishes accounting standards for the recognition and measurement of an asset retirement obligation and its associated asset retirement cost. It also provides accounting guidance for legal obligations associated with the retirement of tangible long-lived assets. SFAS No. 143 is effective in fiscal years beginning after June 15, 2002, with early adoption permitted. The Company expects that the provisions of SFAS No. 143 will not have a material impact on its consolidated results of operations, financial position and cash flows upon adoption. The Company plans to adopt SFAS No. 143 effective April 1, 2003.

SFAS No. 144 establishes a single accounting model for the impairment or disposal of long-lived assets, including discontinued operations. SFAS No. 144 superseded SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and APB Opinion No. 30, Reporting the Results of Operations— Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions. The Company adopted the provisions of SFAS No. 144 effective April 1, 2002, which did not have a material impact on its consolidated results of operations, financial position and cash flows.

OUTLOOK

In fiscal year 2003 the Company is pursuing additional internal sales growth, and will continue to aggressively seek opportunities to create a meaningful increase in shareholder value for our investors through future acquisitions, joint ventures, and other strategic alliances that will utilize capacity of our state of the art manufacturing plant by adding new customers and improved products.

SIGNIFICANT ACCOUNTING POLICIES

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. Our significant accounting policies are described in Note 2 to the financial statements included in Item 7 on Form 10-K filed with the Company’s Annual Report for the year ended March 31, 2002.

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RISK FACTORS

The following risk factors and other information included in this Quarterly Report should be carefully considered. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of the following risks occur, our business, financial condition, operating results and cash flows could be materially adversely affected.

We are dependent solely on the operations of our wholly owned subsidiary, AMT USA, and its success in a highly competitive business, which has a number of inherent risks. These may be summarized as follows:

•     Our success is largely predicated upon our ability to produce superior products to meet the needs of manufacturers, satisfy government environmental guidelines, maintain quality standards and sell our products at competitive prices. Our markets are subject to intense competition from both private and public businesses, many of who have greater financial resources and considerably larger operations than us and may benefit from greater name recognition than us. Such competition as well as any future competition may adversely affect our success in the market place. There can be no assurance that we will continue to be able to successfully compete against our competitors or that the competitive pressures faced by us will not affect our financial performance.

•     Our business places heavy reliance on the research and development of our formulated coating and adhesive products. Our products represent significant intellectual property assets. This proprietary position reflects a technology and expertise that enables us to provide products that meet customer and regulatory expectations and therefore we continually offer our customers several additional advantages over our competitors to attain their confidences and sustain our sales. Even though we strictly maintain policies and procedures for strict internal confidentiality, patent protection and binding non-disclosure agreements it is not certain that our intellectual assets will be protected and not made available to our competitors.

•     We are required to comply with the Federal Environmental Protection Agency (“EPA”) and, in particular, the 1990 Clean Air Act and the Toxic Substance Control Act and the State of California’s South Coast Air Quality Management District (“SCAQMD”). Government and environmental regulations are driving research and development efforts towards reducing the amount of pollution generated during their manufacturing process. There can be no assurance that existing regulations and licensing will not be amended in a way that negatively impacts our business. There can be no assurance that we will be able to comply with all regulations, which may be in force from time to time and expenditures for necessary corrective actions would be economical. In either event, a material adverse effect on the results of our operations could be expected.

•     Our market is based upon a large number of small manufacturers in the California area. Poor market conditions and inflation or other unanticipated events may result in lower revenues than anticipated, making certain planned expenditures on advertising, promotion and research and development projects unachievable.

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•     We intend to commence an aggressive sales growth strategy to markets in other states, which may not prove profitable due to acceptance of our products or increased costs in providing our products due to raw materials or delivery costs, which in turn could result in decreased margins.

•     Should we undertake strategic acquisitions requiring funds in excess of our internally generated cash flow, we might be required to incur additional debt or seek additional financing through private placements. In either case, we may not be able to obtain such funds in sufficient quantities on terms we consider acceptable and there is no assurance that we will operate profitably in the future.

•     We are dependent on a relatively small number of key employees, the loss of any would have a significant adverse effect on the Company. We do not carry key-man insurance on any of our employees.

FORWARD-LOOKING STATEMENTS

Some statements and information contained in this Quarterly Report are not historical facts, but are forward-looking statements. They can be identified by the use of forward-looking words such as “believes,” “expects,” “plans,” “may,” “will,” “would,” “could,” “should” or “anticipates” or other comparable words, or by discussions of strategy, plans or goals that involve risks and uncertainties that could cause actual results to differ materially from those currently anticipated. We warn you that these forward-looking statements are only predictions, subject to risks and uncertainties. Actual events or results can differ materially from those expressed or implied as a result of a variety of factors. For a discussion of important factors that could cause results to differ materially from the forward-looking statements contained in this Quarterly Report, see “Risk Factors”.

Please read the above discussion together with the consolidated financial statements and the related notes included elsewhere in this Quarterly Report.

PART II — OTHER INFORMATION

Item 1.		Legal Proceedings
		None

Item 2.		Changes in Securities and Use of Proceeds
		During September 2002, the Company repurchased and returned to treasury an aggregate of 85,000 shares of its common stock for $23,171.

Item 3.		Defaults Upon Senior Securities
		None

Item 4.		Submission of Matters to a Vote of Securities Holders
		The Annual Meeting of Stockholders was held August 15, 2002 in Vancouver, British Columbia, Canada. At such meeting, 9,343,664 shares were entitled to vote of which 5,742,001 shares were voted or 61.45%. The following proposals were adopted by the margins indicated.

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1)

The election of the following directors who will serve for a term ending upon the 2003 Annual Meeting of Stockholders or until their successors are elected and qualified:

	2)		The selection of PricewaterhouseCoopers, LLP, Sacramento, California to continue as the auditors of Polymer Solutions, Inc., was approved by the following vote: For – 5,619,058; Against – 21,444; Withheld – 101,499.
	3)		A grant of options to directors and executive officers to purchase Common Shares pursuant to the 1998 Stock Option Plan was approved by the following vote: For – 4,865,437; Against – 701,565; Withheld – 2,471; Not Voted – 172,528.
	4)		For the Directors to re-negotiate existing stock options at prices and terms acceptable to the TSX Venture Exchange was approved by the following vote: For – 4,557,296; Against – 932,306; Withheld – 79,871; Not Voted – 172,528.
	5)		Amend the 1998 Stock Option Plan by increasing the number of authorized Common Shares reserved for issuance from 1,650,000 to 1,950,000 was approved by the following vote: For – 4,809,996; Against – 879,061; Withheld – 52,944.
	6)		A special resolution to increase the number of common authorized shares from 20 million to 100 million was approved by the following vote: For – 5,224,457; Against – 481,600; Withheld – 35,944.

Item 5.		Other Information
		None

Item 6.		Exhibits and Reports on Form 8-K
		No reports filed under Form 8-K during the period.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CERTIFICATION

I, E. Laughlin Flanagan, President and CEO, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Polymer Solutions, Inc.;

2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report; and

3.     Based on my knowledge, the financial statements, and other financial information included in the report, fairly presents, in all material respects, the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in the report.

CERTIFICATION

Pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, I, E. Laughlin Flanagan, certify that:

1.     I have read this quarterly report on Form 10-Q of Polymer Solutions, Inc.;

2.     To my knowledge, this report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

3.     To my knowledge, the information in this report fairly presents, in all material respects, the financial condition and results of operations as of September 30, 2002.

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CERTIFICATION

I, Charlene Bellante, Corporate Controller, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Polymer Solutions, Inc.;

2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report; and

3.     Based on my knowledge, the financial statements, and other financial information included in the report, fairly presents, in all material respects, the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in the report.

CERTIFICATION

Pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, I, Charlene Bellante, certify that:

1.     I have read this quarterly report on Form 10-Q of Polymer Solutions, Inc.;

2.     To my knowledge, this report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

3.     To my knowledge, the information in this report fairly presents, in all material respects, the financial condition and results of operations as of September 30, 2002.

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