SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No. __)

Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
|X| Preliminary  proxy  statement
|_| Definitive  proxy statement
|_| Definitive additional materials
|_|  Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

                            IMPERIAL INDUSTRIES, INC.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

     (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of filing fee (Check the appropriate box):
        |X|    No fee required
        |_| Fee computed on table below per Exchange Act Rules  14a-6(i)(4)
            and 0-11

        (1)    Titles of each class of securities to which transaction applies:

        (2)    Aggregate number of securities to which transactions applies:

        (3) Per unit price or other  underlying  value of  transaction  computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined:

        (4)    Proposed maximum aggregate value of transaction:

        (5)    Total fee paid:

        |_| Fee paid previously with preliminary materials.
        |_| Check box if any part of the fee is offset as  provided  by Exchange
Act Rule  0-11(a)(2)  and identify the filing for which the  offsetting  fee was
paid previously.  Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

               (1)     Amount previously paid:

               (2)     Form, Schedule or Registration Statement No.:

               (3)     Filing Party:

               (4)     Date Filed:






                            IMPERIAL INDUSTRIES, INC.
                           1259 Northwest 21st Street
                          Pompano Beach, Florida 33069
                        --------------------------------

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                            TO BE HELD JULY 19, 2002

TO THE STOCKHOLDERS OF IMPERIAL INDUSTRIES, INC.

          NOTICE is hereby  given that the Annual  Meeting  of  Stockholders  of
Imperial  Industries,  Inc., a Delaware corporation (the "Company") will be held
at the Hyatt Regency Hotel,  400 S. E. 2nd Avenue,  Miami,  Florida,  on Friday,
July 19, 2002 at 10:00 A.M., for the following purposes:

          1.        To elect  one (1) Class I  director  for a term of three (3)
                    years.

          2.        To approve a proposal to amend the Company's  Certificate of
                    Incorporation  to effect a one for five reverse  stock split
                    of the Company's common stock

          3.        To transact such other  business as may properly come before
                    the Annual Meeting or any adjournment thereof.

          These  items  are  fully  discussed  in the  proxy  statement  that is
attached to and made a part of this Notice of Annual Meeting.  Only stockholders
of record at the close of  business on May 24, 2002 shall be entitled to receive
notice  of,  and to  vote  at,  the  Annual  Meeting,  or any  postponements  or
adjournments  thereof.  A complete list of the stockholders  entitled to vote at
the Annual  Meeting  will be  available  for  inspection  at the  offices of the
Company for ten (10) days prior to the Annual Meeting.

          The  Company  requests  that you  vote  your  shares  as  promptly  as
possible.  Whether or not you expect to attend the Annual Meeting,  please vote,
date,  sign,  and return the  enclosed  proxy as  promptly as possible to assure
representation  of your shares at the meeting.  You may revoke your proxy at any
time prior to its exercise by written  notice to the Company prior to the Annual
Meeting, or by attending the Annual Meeting in person and voting.

                                           By Order of the Board of Directors


                                           Howard L. Ehler, Jr.
                                           Secretary

Pompano Beach, Florida
May  ___, 2002

YOUR VOTE IS IMPORTANT.  ACCORDINGLY,  YOU ARE ASKED TO COMPLETE, SIGN, DATE AND
RETURN THE ACCOMPANYING PROXY CARD IN THE ENVELOPE  PROVIDED,  WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.









                            IMPERIAL INDUSTRIES, INC.
                           1259 Northwest 21st Street
                          Pompano Beach, Florida 33069
                              --------------------

                                 PROXY STATEMENT
                              --------------------

                         ANNUAL MEETING OF STOCKHOLDERS
                                  JULY 19, 2002


          This Proxy Statement relates to the Annual Meeting of the stockholders
(the "Annual Meeting") of Imperial Industries, Inc., a Delaware corporation (the
"Company")  to be held at 10:00 A.M.,  local time, on July 19, 2002 at the Hyatt
Regency  Hotel,  400 S.  E.  2nd  Avenue,  Miami,  Florida,  and at any  and all
postponements  or  adjournments  thereof,  for the  purposes  set  forth  in the
accompanying Notice of Annual Meeting.

          We will begin  sending this Proxy  Statement,  the attached  Notice of
Annual  Meeting  and the  accompanying  Proxy Card to our  stockholders  who are
entitled  to vote at the Annual  Meeting on or about June, 2002.  Our common
stock is the only  class of voting  stock that we have  issued and  outstanding.
Stockholders  who owned common stock as of the close of business on May 24, 2002
will be entitled to vote at the Annual Meeting.

Why This Proxy Statement is Being Sent

          This Proxy Statement and the enclosed Proxy Card are being sent to you
because the Company's Board of Directors is soliciting proxies from stockholders
to vote at the Annual Meeting.  This Proxy Statement  summarizes the information
you need to know to vote at the Annual Meeting. If you do not wish to attend the
Annual Meeting to vote your shares,  you may instead  complete,  date,  sign and
return the enclosed Proxy Card to vote.

What is Being Voted on at the Annual Meeting

          The Company's Board of Directors is asking stockholders to vote on and
to approve two matters:

          -         The  election  of one Class I  director  for a term of three
                    years; and

          -         A  proposal  to effect a one for five  reverse  split of the
                    Company's common stock.

The Company does not currently  know of any other matter that will be acted upon
at the Annual Meeting.

Who May Vote

          Stockholders  who owned  common  stock at the close of business on May
24, 2002 are entitled to vote at the Annual Meeting (the Record  Date").  On the
Record Date,  we had issued and  outstanding  9,220,434  shares of common stock.
Common stock is the only issued and  outstanding  class of voting stock.  You do
not have  cumulative  voting rights.  You have one vote for each share of common
stock that you own.

Votes Needed for a Quorum

          A  majority  of  the  shares  of  common  stock  that  is  issued  and
outstanding on the Record Date must be present or voted by proxy for a quorum at
the Annual  Meeting.  If you return your Proxy Card or attend the Annual Meeting
in person,  your common  stock will be counted  for the  purpose of  determining
whether a quorum  exists,  even if you wish to abstain from voting on any or all
of the matters presented at the Annual Meeting.  In determining whether a quorum
exists  at the  Annual  Meeting,  all  votes  "for"  or  "against,"  as  well as
abstentions

                                      - 2 -





will be counted. Broker non-votes will also be counted as present or represented
for the purpose of determining  whether a quorum is present for the  transaction
of  business.  If you hold your  common  stock  through a broker,  bank or other
nominee, generally the nominee may only vote the common stock which it holds for
you in accordance with your instructions.  We do not count abstentions or broker
non-votes as for or against any proposal.

          If a quorum is not present at the Annual Meeting, no official business
can be  conducted.  However,  if a quorum is not present or  represented  at the
Annual Meeting,  the  stockholders who do attend the Annual Meeting in person or
who are  represented by proxy,  may adjourn the Annual Meeting until a quorum is
present or represented. At any adjournment where there is a quorum, any business
may be transacted that might have been transacted at the original meeting.

How You May Vote by Proxy

          A proxy is a person you appoint to vote on your  behalf.  Because many
of our stockholders are unable to attend the Annual Meeting in person, the Board
of Directors solicits proxies by mail to give each stockholder an opportunity to
vote on all matters that will come before the Annual Meeting. In order to ensure
that your vote will be recorded, you are urged to:

          -         Read this Proxy Statement carefully;

          -         Specify   your   choice  on  each   matter  by  marking  the
                    appropriate box on the enclosed Proxy Card; and

          -         Sign,  date  and  return  the  Proxy  Card  in the  enclosed
                    envelope.

          By signing the Proxy Card, you will be designating S. Daniel Ponce and
Howard L. Ehler,  Jr. as your proxies.  They may act together or individually on
your behalf and will have the authority to appoint a substitute to act as proxy.
They will vote your shares in accordance with your directions.  However,  if you
sign and  return the Proxy Card  without  instructions  marked on it, it will be
voted FOR the nominee for Class I director  listed on the Proxy Card and FOR the
proposal to effect a one for five reverse split of the  Company's  common stock.
If any other  matter is validly  presented at the Annual  Meeting,  your proxies
will vote in accordance with their best  judgement.  We do not currently know of
any other matter that will be acted on at the Annual Meeting.

How You Can Revoke Your Proxy

          You may revoke  your proxy at any time prior to the Annual  Meeting by
doing any of the following:

          -         giving written notice of its revocation to the Company,

          -         by submission of another duly executed proxy dated after the
                    Proxy Card to be revoked, or

          -         by attending the Annual Meeting and voting in person.

          Your mere  presence  at the Annual  Meeting  will not revoke the prior
appointment.

Vote Required on Proposals

          Each  stockholder  is  entitled  to one vote for each  share of common
stock  registered in his name on the Record Date for each matter  brought before
the  stockholders  at the Annual  Meeting.  The nominee for director for Class I
receiving  the  highest  number of votes  will be  elected  for the term of such
directorship.  An  affirmative  vote  of  the  holders  of  a  majority  of  the
outstanding  common stock  entitled to vote at the Annual Meeting is required to
adopt the reverse stock split.  Accordingly,  abstentions  and broker  non-votes
could have a significant  effect on the outcome of this proposal as they will be
counted .



                                      - 3 -


Voting is Confidential


          Proxy  Cards,   ballots  and  tabulations  that  identify   individual
stockholders  are  confidential.  Only the inspectors of election and certain of
our employees  associated  with  processing  Proxy Cards and counting votes have
access to your Proxy Card.  Additionally,  all comments  directed to the Company
(whether written on the Proxy Card or elsewhere) remain confidential, unless you
ask that your name be disclosed.

The Company Pays the Cost of Solicitation of Proxies

          The  Company  will  pay  all  expenses   associated  with  this  proxy
solicitation. Such costs include preparing, printing, assembling and mailing the
Notice of Annual Meeting, the Proxy Statement and the Proxy Card, as well as all
costs of soliciting proxies. We will primarily solicit proxies by mail. However,
our  officers,  directors  and  regular  employees  may  solicit  by  telephone,
facsimile  transmission,  e-mail or in  person.  Such  officers,  directors  and
employees  would not  receive  additional  compensation.  We will  also  request
brokerage firms, nominees, custodians and fiduciaries to forward proxy materials
to the  beneficial  owners of shares held of record by such  persons and we will
reimburse  such persons,  including  our transfer  agent,  for their  reasonable
out-of-pocket expenses in forwarding such materials.  We may retain the services
of a proxy  solicitation  firm to solicit  proxies  and will pay all  reasonable
costs associated with such firm.


                              ELECTION OF DIRECTORS

          The Board of Directors is currently divided into three classes, having
three year terms that expire in successive  years.  Directors  hold office until
the expiration of their  respective terms and until their successors are elected
or until death, resignation or removal.

          The Class I  Director's  term  expires  with the 2002 Annual  Meeting.
Accordingly,  one Class I Director  will be elected at the Annual  Meeting.  The
Class I Director will serve until the 2005 Annual Meeting or until his successor
is elected.

          The Board of Directors  propose that the nominee  described  below, be
elected  as the  Class I  Director  for the term  specified  above and until his
successor  is duly  elected  and  qualified,  except in the event of his earlier
death,  resignation or removal.  The nominee has consented to serve for the term
of such Class.  We have no reason to believe  that the nominee will be unable or
unwilling to serve, if elected.  If such nominee should become unavailable prior
to the election,  the accompanying Proxy Card will be voted for the election, in
his or her stead, of such other person as the Board of Directors may recommend.

Nominee for Class I Director

          Information  regarding  the Board's  nominee  for  election as Class I
Director is set forth below.

Howard L. Ehler, Jr.
Director since 2000
Age 58

          Mr. Ehler has been  Principal  Executive  Officer of the Company since
March 1990 and Executive Vice President,  Chief Financial  Officer and Secretary
of the Company since April 1988.  Prior thereto,  he was Vice  President,  Chief
Financial Officer and Assistant Secretary of the Company for over five years

Directors Continuing in Office

          Class II Directors. The following Class II directors have terms ending
at the 2003 Annual Meeting:

Milton J. Wallace.
Director since 1999
Age 66


                                      - 4 -



          Mr.  Wallace  has  been  a  practicing  attorney  in  Miami  for  over
thirty-five  (35)  years  and is  currently  a  shareholder  in the law  firm of
Wallace,  Bauman, Legon, Fodiman, Ponce & Shannon, P.A. He was a co- founder and
Chairman of the Board of Renex Corp, a provider of dialysis services,  from 1993
through  February  2000,  when Renex Corp.  was acquired by National  Nephrology
Associates,  Inc.  Mr.  Wallace was Chairman of the Board of  Med/Waste,  Inc.,a
provider of medical waste management  services until February 13, 2002 when such
company filed for bankruptcy under Chapter 7 of the federal  Bankruptcy Code. He
is a director of several private companies.

Morton L. Weinberger, CPA.
Director since 1988
Age 72

          Mr.  Weinberger  has been a director  of the Company  since 1988.  Mr.
Weinberger,  a  certified  public  accountant,   has  been  self-employed  as  a
consultant  to various  professional  organizations  for the past  fifteen  (15)
years.  He  provides  consulting  services  for the  Company.  For the  previous
twenty-five years, he was engaged in the practice of public  accounting.  During
such period,  he was a partner  with Peat  Marwick  Mitchell & Co., now known as
KPMG Peat Marwick, and thereafter BDO Seidman, both public accounting firms.

          Class III  Directors.  The following  Class III  directors  have terms
ending at the 2004 Annual Meeting: Lisa M. Brock Director since 1988 Age 43

          Mrs.  Brock  was  employed  by  the  Company  and  its   subsidiaries,
Premix-Marbletite  Manufacturing Co. and Acrocrete,  Inc., as Vice President for
over five (5) years until December 1994, when she retired.  Mrs. Brock continues
to serve as a consultant to the Company.

S. Daniel Ponce
Director since 1988
Age 53

          Mr.  Ponce has been  Chairman of the Board of the Company  since 1988.
Mr.  Ponce has been  engaged in the  practice  of law for over  twenty five (25)
years and is currently a shareholder in the law firm of Wallace,  Bauman, Legon,
Fodiman,  Ponce & Shannon,  P.A.  Since March 1, 2002,  Mr.  Ponce is serving as
special  counsel to United States  Senator Bob Graham.  Mr. Ponce is a member of
the Board of Directors of the University of Florida Foundation,  Inc. and serves
as  Chairman  of its audit  committee.  He is also a non-  practicing  certified
public accountant.

Directors' Remuneration; Attendance

          Directors'  Compensation:  Directors  who are officers or employees of
the Company receive no additional  compensation  for their service as members of
the  Board  of  Directors.  During  the  year  ended  December  31,  2001,  each
non-employee  director  received  an  annual  retainer  of  $6,000,  payable  in
quarterly installments.  Directors are also reimbursed for expenses which may be
incurred by them in  connection  with the  business  and affairs of the Company.
Non-employee  directors  are  eligible  to receive  grants of options  under the
Directors Stock Option Plan ("Directors Plan").

          Effective  June 1,  1994,  January 1, 1995 and  January  1, 2001,  the
Company entered into separate  consulting  agreements with Mr.  Weinberger,  Ms.
Brock and Mr. Wallace,  respectively,  to provide various management  consulting
services to the Company. Mr. Wallace and Ms. Brock receive monthly fees of $833.
In  connection  with the  Company's  acquisition  program  adopted in 1999,  Mr.
Weinberger  was  requested  to expend  additional  time in  consulting  with the
Company's  management on  acquisition  possibilities,  including  performing due
diligence,  administrative,  accounting and other  services.  As a result of the
increased time and effort spent by Mr. Weinberger,  Mr. Weinberger's  consulting
fee for 2000 and 2001 was $3,500 per month.

                                      - 5 -





Effective  January  1,  2002 the fee was  reduced  to  $2,500  per  month.  Each
consulting agreement is terminable on sixty (60) days notice by either party.

          On November  14, 2001,  each  director  was granted  stock  options to
purchase  20,000  shares of the Company's  common stock at an exercise  price of
$.20 per share until November 14, 2006.

          Since September 1994, Mr. Ponce has been provided the use of a Company
car at a current cost of approximately $775 per month.

          Board Attendance.  The Board of Directors met four (4) times in fiscal
2001. Each director attended all of the Board of Directors meetings in 2001.

Committees of the Board

          The Board has established a number of standing committees to assist it
in the discharge of its  responsibilities.  The Board has standing  Compensation
and Stock Option and Audit Committees.  The principal  responsibilities  of each
standing  committee are described  below. Any action taken by a committee of the
Board is reported to the Board of Directors, usually at the next Board meeting.

          Compensation  and Stock Option  Committee:  The Compensation and Stock
Option  Committee,  composed of Ms. Brock , as Chairman,  and Messrs.  Ponce and
Weinberger,  met three (3) times in fiscal 2001. Each member attended all of the
meetings.  The  Compensation  and Stock Option  Committee  reviews the Company's
general compensation  policies and procedures;  establishes salaries and benefit
programs for the Chief  Executive  Officer and other  executive  officers of the
Company and its  subsidiaries;  reviews,  approves and  establishes  performance
targets  and  awards  under  incentive  compensation  plans  for  its  executive
officers; and reviews and approves employment  agreements.  The Compensation and
Stock Option Committee also administers the Company's Employee Stock Option Plan
and has the  authority  to  determine,  among  other  things,  to whom to  grant
options,  the amount of options,  the terms of options and the  exercise  prices
thereof.

          Audit  Committee:  The Audit  Committee is  presently  composed of Mr.
Weinberger,  as Chairman and Messrs.  Ponce and Wallace. The Audit Committee met
two (2) times  during 2001.  Every  member  attended  both  meetings.  The Audit
Committee  assists  the  Board of  Directors  in its  general  oversight  of the
Company's  financial  reporting,  internal  controls  and audit  functions.  For
further  information  regarding the Audit  Committee,  see " Report of the Audit
Committee" on Page 7.

          Compensation  Committee Interlocks and Insider  Participation:  During
the year ended December 31, 2001, the  Compensation  and Stock Option  Committee
consisted of Ms. Brock and Messrs. Ponce and Weinberger. None of these directors
has been an officer or employee of the  Company or its  subsidiaries  during the
last  ten  years,   except  Ms.  Brock,  who  was  formerly  Vice  President  of
Premix-Marbletite Manufacturing Co. and Acrocrete, Inc. until December 31, 1994.
There are no other relationships required to be disclosed pursuant to applicable
Securities and Exchange Commission rules and regulations.

Management Matters

          The  are no  current  arrangements  nor  understandings  known  to the
Company  between any of the  directors,  nominees for director or the  executive
officers of the Company and any other  person  pursuant to which any such person
was  elected as a director  or  appointed  as an  executive  officer.  Except as
otherwise  stated  herein,  there  are  no  family  relationships   between  any
directors,  nominees  for  director,  or executive  officers of the Company.  S.
Daniel Ponce and Lisa M. Brock are cousins.

Section 16(a) Beneficial Ownership Reporting Requirements

          The  Company's  officers and directors are required to file Forms 3, 4
and 5 with the  Securities  and Exchange  Commission in accordance  with Section
16(a) of the  Securities  and Exchange Act of 1934, as amended and the rules and
regulations promulgated thereunder. Based solely on a review of such reports

                                      - 6 -





furnished to the Company as required by Rule  16(a)-3,  no director or executive
officer, other than Mr. Wallace, failed to timely file such reports in 2001. Mr.
Wallace filed Form 4's for the months of October 2000 and April 2001 untimely.

          The Board of Directors recommends that the Company's stockholders vote
"for" the election of the Class I nominee.

          The  nominee for Class I Director  receiving  the  greatest  number of
affirmative  votes of the  shares  of Common  Stock  represented  at the  Annual
Meeting will be elected as a Director. Stockholders are not entitled to cumulate
their votes for the election of the Class I director.

                          REPORT OF THE AUDIT COMMITTEE

          The Securities and Exchange  Commission  rules now require the Company
to include in its proxy  statement a Report of the Audit  Committee.  The Report
concerns the Audit Committee's  activities  regarding oversight of the Company's
financial reporting and auditing process. The Report of the Audit Committee does
not  constitute   soliciting   material  and  should  not  be  deemed  filed  or
incorporated by reference into any other Company filing under the Securities Act
of 1933 or the Securities Exchange Act of 1934, except to the extent the Company
specifically incorporates this Report by reference therein.

          The  Company's  Audit  Committee is  comprised  of three  non-employee
members of the Company's Board of Directors and operates under a written charter
adopted by the Audit  Committee  and  approved  by the Board of  Directors.  The
complete text of the Audit Committee Charter was most recently  published in the
Company's  proxy  statement  for its 2001 Annual  Meeting of  Stockholders.  The
composition  of the Audit  Committee,  the  attributes  of its  members  and the
responsibilities of the Audit Committee, are as reflected in the Audit Committee
Charter.

          All three current  members of the Audit  Committee are  independent as
defined by the listing standards of the NASDAQ Stock Market,  promulgated by the
National Association of Securities Dealers, Inc.

          As  set  forth  in  more  detail  in  the  Audit  Charter,  the  Audit
Committee's primary responsibilities fall into three broad categories:

          -       Financial Reporting Oversight.  The Audit Committee is charged
                  with  monitoring  the  preparation  of  quarterly  and  annual
                  financial  statements by the Company's  management,  including
                  discussions  with  management  and the  Company's  independent
                  auditors  about draft annual  financial  statements  and other
                  accounting and reporting matters.

          -       Independent  Auditor  Relationship.  The  Audit  Committee  is
                  responsible for matters  concerning the  relationship  between
                  the   Company   and  its   independent   auditors,   including
                  recommending their appointment or removal; reviewing the scope
                  of their audit  services  and related  fees,  as well as other
                  services  being  provided  to  the  Company;  and  determining
                  whether such auditors are independent; and

          -       Internal  Controls  Oversight.  The Audit  Committee  oversees
                  management's  implementation  of effective systems of internal
                  controls,  including review of policies relating to regulatory
                  compliance, ethics and conflicts of interest.

          During the year ended December 31, 2001,  the Audit  Committee met two
(2) times.  The meetings  were  designed to  facilitate  and  encourage  private
communications  between the members of the Audit  Committee,  management and the
Company's independent auditors, PricewaterhouseCoopers, LLP. The Audit Committee
reports on its  activities to the full Board of  Directors,  usually at the next
Board meeting.


                                      - 7 -





          The  Company's   management  is  responsible   for  the   preparation,
presentation and integrity of the Company's financial statements, accounting and
financial  reporting  principles and internal controls.  PricewaterhouseCoopers,
LLP. is  responsible  for performing an  independent  audit of the  consolidated
financial statements in accordance with generally accepted auditing standards.

          The functions of the Audit Committee are not intended to duplicate, or
to certify, the activities of management and the independent auditors. The Audit
Committee  provides a Board-level  oversight role, in which it provides  advice,
counsel  and  direction  to  management  and the  auditors  on the  basis of the
information it receives,  discussions with management and the auditors,  and the
experience  of  the  Audit  Committee's  members  in  business,   financial  and
accounting matters.

          In overseeing the preparation of the Company's  consolidated financial
statements,  the Audit Committee met with both management and representatives of
PricewaterhouseCoopers,  LLP.  to review and discuss  all  financial  statements
prior to their issuance and to discuss significant accounting issues. Management
advised the Audit  Committee  that all  financial  statements  were  prepared in
accordance  with  generally  accepting  accounting   principles  and  the  Audit
Committee  discussed  the  financial  statements  with both  management  and the
independent auditors.  The Audit Committee's review included discussion with the
independent  auditors of matters required to be discussed  pursuant to Statement
on Auditing Standards No. 61, "Communication with Audit Committees."

          PricewaterhouseCoopers,  LLP.,  also provided the Audit Committee with
the written disclosures required by Independence Standards Board Standard No. 1,
"Independence  Discussions with Audit Committees." The Audit Committee discussed
the independence of PricewaterhouseCoopers, LLP., including the compatibility of
non-audit services provided by such firm with its independence to the Company.

          Following  the  Audit  Committee's  discussions  with  management  and
PricewaterhouseCoopers,  LLP., the Audit Committee recommended that the Board of
Directors  include the audited  financial  statements  in the  Company's  Annual
Report on Form 10-K for the year ended  December 31, 2001.  The Audit  Committee
has  not  yet  made a  recommendation  as to the  independent  auditors  for the
Company's financial statements for the fiscal year ending December 31, 2002.

                                           Respectfully Submitted,

                                           Audit Committee

                                           Morton L. Weinberger, Chairman
                                           S. Daniel Ponce
                                           Milton J. Wallace




                                      - 8 -





             COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

          The  following  report of the  Compensation  Committee,  and the Stock
Performance  Graph included  elsewhere in this Proxy Statement do not constitute
soliciting  material and should not be deemed filed or incorporated by reference
into any other Company filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent the Company specifically incorporates
this Report in the Stock Performance Graph by reference therein.

          The Company's  executive  compensation  program is administered by the
Compensation  and Stock Option Committee (the  "Compensation  Committee") of the
Company's Board of Directors.  The Compensation  Committee is comprised entirely
of outside, non-employee directors, whose role is to review and approve salaries
and  other  compensation  of  the  executive   officers  of  the  Company.   The
Compensation   Committee  also  reviews  and  approves   various  other  Company
compensation  policies and matters and  administers  each of the Company's stock
option  plans,  including  the review and approval of stock option grants to the
executive officers of the Company.

Compensation Policies Applicable to Executive Officers

          The  primary  goal of the  Compensation  Committee  is to  establish a
relationship  between  executive  compensation  and the creation of  shareholder
value, while motivating and retaining key employees.  The Company's compensation
program for executives consists of two key components:

          -         Cash  compensation,  consisting of (a) a base salary and (b)
                    performance-based  annual cash bonuses  related to corporate
                    profitability and individual accountability; and

          -         Long-term incentive  compensation through the periodic grant
                    of stock options and restricted stock awards.

          The Company  believes  that this approach best serves the interests of
the Company and its  stockholders.  The base salary  enables the Company to meet
the requirements of the highly competitive industry environment,  while ensuring
that  executive  officers are  compensated in a way that advances both the short
and long term  interests  of  stockholders.  Cash bonuses are intended to reward
executive  officers for meeting or exceeding  corporate  performance  goals,  as
measured by financial results and other quantitative  events.  Stock options and
restricted stock awards relate a significant  portion of long-term  remuneration
directly  to  stock  price  appreciation   realized  by  all  of  the  Company's
shareholders.

Base Salary

          The  Compensation  Committee  is  responsible  for  establishing  base
salaries  for the  Company's  executive  officers,  as well as  changes  in such
salaries  (other than as  required by  contracts).  The  Compensation  Committee
considers such factors as competitive industry salaries; a subjective assessment
of the nature of the position;  the contributions and experience of such officer
and the length of the officers' service with the Company.

          The Compensation  Committee  annually  establishes an executive's base
salary,  subject  to any  long  term  contractual  obligations,  based  upon  an
evaluation  of  the   executive's   level  of   responsibility   and  individual
performance, considered in light of competitive pay practices.

Performance-Based Cash Compensation

          The Compensation  Committee believes that a significant portion of the
total cash  compensation  for its  executive  officers  should be based upon the
Company's  achievement  of specific  performance  criteria and the  Compensation
Committee's  subjective evaluation of each executive's perceived  responsibility
for the Company's  performance.  Cash bonuses are strictly  discretionary on the
part  of  the  Compensation  Committee.   However,  the  Compensation  Committee
recognizes that the purpose of cash bonuses is to motivate and reward eligible

                                      - 9 -





employees for good  performance  by making a portion of their cash  compensation
dependent on overall corporate profitability.

          At  the  beginning  of  each  fiscal  year,  the  Board  of  Directors
establishes a business plan and budget for the Company which  contains  specific
performance  goals. At the end of each fiscal year, the  Compensation  Committee
determines the propriety of awarding cash bonuses. Such determination takes into
account  the  Company's  performance  and the  operating  results  for the year,
industry  trends,  the  impact of  strategic  planning  and the  achievement  of
personal  performance goals of each executive.  The Compensation  Committee also
takes into  account  each  executive's  efforts in  positioning  the Company for
future growth,  even if initial efforts do not immediately  result in a positive
impact on the Company's financial condition.

Stock Options and Restricted Stock Awards

          Stock options and  restricted  stock awards are granted by the Company
to aid in the hiring or retention of employees and to align the interests of the
employees  with those of the  shareholders.  Stock  options and stock  ownership
directly  link a portion  of an  employee's  compensation  to the  interests  of
shareholders  by providing an incentive  to maximize  shareholder  value.  Stock
options have value only if the price of the Company's  stock increases above the
fair market  value on the grant date and the employee  remains in the  Company's
employ until the stock options become exercisable.

          The Company has an Employee  Stock Option Plan (the  "Employee  Plan")
for executive officers and other employees.  The Employee Plan is generally used
for making  grants to  executive  officers  and other  employees  as part of the
Company's  performance  review.  Stock  option  grants may be made to  executive
officers upon initial employment, upon promotion to a new, higher level position
that entails increased responsibility, in connection with the execution of a new
employment agreement or as further incentive to such executive officers.  Annual
stock option  grants for  executives  are a key element of a market  competitive
total  compensation  package.  In determining  the number of stock options to be
granted, the Compensation Committee receives recommendations from management and
then  reviews  the current  option  holdings of the  executive  officers;  their
positions  and length of service  with the  Company and  subjective  criteria on
performance.  It then  determines the number of options to be granted based upon
the principle of rewarding  performance and providing  continuing  incentives to
contribute  to  stockholder  value.  Using these  guidelines,  the  Compensation
Committee  granted  options  in  2001  to its  executive  officers  and  certain
supervisory employees in varying amounts.  Stock options under the Employee Plan
are granted at a price equal to the fair market value of the common stock on the
date of grant.

Chief Executive Officer Compensation

          The  Company  does  not have a  designated  Chief  Executive  Officer.
However, the similar functions have been designated the responsibility of Howard
L. Ehler,  Jr.,  who serves as Executive  Vice  President,  Principal  Executive
Officer,  Chief Operating Officer and Chief Financial Officer.  The Compensation
Committee's  basis  for  compensation  of Mr.  Ehler is based on the  philosophy
discussed  above.  In  recognition of his service and commitment to the past and
future  success of the Company and to secure his  services  for the future,  the
Company entered into an employment agreement in 1993, which automatically renews
each year unless either party gives written  non-renewal within a specified time
set forth in the employment agreement. Mr. Ehler's base salary for calendar year
2001 was $150,000 and has been  increased to $155,000 for fiscal year 2002.  The
employment agreement provides for minimum annual increases reflecting changes in
the cost of living.  However, the Compensation  Committee has the flexibility to
increase base salary in excess of the minimum  amount  stated in the  employment
agreement, if warranted.

          In  establishing  Mr. Ehler's base salary for 2001,  the  Compensation
Committee reviewed salaries of chief executive officers of comparable  companies
within  its   industry,   as  well  as  other   industries,   and  Mr.   Ehler's
responsibilities within the Company. Factors taken into consideration included a
subjective evaluation of Mr. Ehler's performance, changes in the cost of living,
competitors' size and performance and the Company's achievements.

                                     - 10 -





          Mr. Ehler's employment agreement provides for the right to earn annual
cash  bonuses  determined  in the  sole  discretion  of the  Company's  Board of
Directors. Such bonus awards are based upon incentive bonus criteria established
by the Compensation  Committee in each fiscal year in its discretion.  Mr. Ehler
received a cash bonus for 2001 in the amount of $30,000.

          In 2001,  the  Compensation  Committee  awarded Mr.  Ehler  options to
purchase  20,000  shares of common stock  pursuant to the Employee  Plan.  These
options vested 100% at the end of six months and are fully  exercisable  for the
balance of their  term.  The  exercise  price of the options was the fair market
value of the  underlying  common stock on November 14, 2001,  the date of grant.
All such  options  expire  at the end of five (5)  years  following  the date of
grant, if not exercised.

Executive Severance Packages

          In response to the increase in merger and  acquisition  activities  in
recent  years  within  the  industry  and to  provide  the  Company's  principal
executive  officer  with  further  incentive  to remain  with the  Company,  the
Compensation  Committee in 1993 granted Mr. Ehler an executive severance package
protecting  him in the event of change of control of the Company.  The severance
package is contained in Mr. Ehler's employment agreement.  The severance package
for Mr.  Ehler is  described  in "Summary  Compensation"  below.  the  severance
package is reviewed  annually to determine if it is in the best  interest of the
Company to make any  modifications.  The Compensation  Committee  determined the
severance package is fair to the Company and Mr. Ehler.

Impact of Section 162(m) of the Internal Revenue Code

          Section 162(m) of the Internal Revenue Code generally  disallows a tax
deduction to publicly-held corporations for compensation in excess of $1,000,000
paid for any fiscal year to the Company's Chief  Executive  Officer and the four
(4) other  most  highly  compensated  officers.  However,  the  statute  exempts
qualifying  performance-based  compensation  from the deduction limit if certain
requirements are met. The policy of the  Compensation  Committee is to structure
the  compensation of the Company's  executive  officers to avoid the loss of the
deductibility of any compensation,  even though Section 162(m) does not preclude
the  payment  of  compensation  in excess of  $1,000,000.  Notwithstanding,  the
Compensation   Committee   reserves  the   authority  to  award   non-deductible
compensation in circumstances as it deems appropriate. The Company believes that
Section 162(m) will not have any effect on the deductibility of the compensation
of any executive officer for 2002.

                                               Respectfully submitted,

                                               Compensation Committee

                                               Lisa M. Brock, Chairman
                                               S. Daniel Ponce
                                               Morton L. Weinberger


                                     - 11 -





                             EXECUTIVE COMPENSATION

Summary Compensation Table

          The following table  summarizes the  compensation  earned by, and paid
to, the Company's Chief Executive  Officer and each other executive  officer for
the three fiscal years in the period ended  December 31, 2001 whose total annual
salary and bonus was in excess of  $100,000  for any such  periods  (the  "Named
Executive Officers").





                                                                                                              Long-Term
                                                                                                             Compensation
                                                                                                    --------------------------------
                                                                                                                        Securities
                                                                                 Other Annual         Restricted        Underlying
       Name and Principal                                                        Compensation           Stock           Options(#)
            Position                Year        Salary(1)       Bonus(2)             (3)              Awards(4)            (5)
--------------------------------  ---------   -------------   -------------   ------------------    --------------    --------------
                                                                                                      
Howard L. Ehler, Jr.                2001           $150,000         $30,000          ---                       ---            20,000
   Executive Vice President,        2000            140,000          30,000          ---                   $60,000            10,000
   Principal Executive Officer      1999            130,000          30,000          ---                     2,000            20,000
   and CFO



Gary Hasbach                        2001            140,000          20,000         15,000                     ---            20,000
   President of Premix,             2000            130,000          30,000          ---                       ---            10,000
   Acrocrete and Just-Rite          1999            110,000          47,000          ---                       ---            10,000




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

(1)   None of the named  individuals  above have received  personal  benefits or
      perquisites  that exceed the lesser of $50,000 or 10% of the total  annual
      salary and bonus  reported  for the named  executive  officer in the above
      table.

(2)   Bonuses shown were earned in the year indicated even though  actually paid
      in a subsequent year.

(3)   Mr. Hasbach's Other Annual  Compensation  represents  relocation  expenses
      provided by the Company.

(4)   Mr. Ehler's Restricted Stock Awards in 2000 and 1999 represents the market
      value at date of  issuance of 100,000  and 7,863  shares of common  stock,
      respectively.  Although  100,000  shares of common  stock  were  issued in
      calendar year 2000,  the  Compensation  Committee  awarded such shares for
      performance of services rendered over the previous several years.

(5)   Stock  options  are  granted  under the terms and  provisions  of the 1999
      Employee Stock Option Plan.  For a description  of the stock options,  see
      "Options Granted in Last Fiscal Year" below



                                     - 12 -



Options Granted in Last Fiscal Year

          The following table sets forth information  concerning grants of stock
options to each of the Named Executive  Officers for the year ended December 31,
2001:





                                                     % of Total
                                  Number of            Options                                               Potential Realizable
                                 Securities          Granted to                                                Value at Assumed
                                 Underlying           Employees         Exercise                             Annual Rate of Stock
                                   Options            in Fiscal           Price          Expiration           Price Appreciation
           Name                 Granted(#)(1)          Year(3)        ($/Share)(2)          Date             for Option Term($)(3)
--------------------------   -------------------   ---------------    -------------    ---------------    --------------------------
                                                                                                               5%            10%
                                                                                                          ------------   -----------
                                                                                                          
Howard L. Ehler, Jr.                 20,000             10.8%            $ .20             11/14/06          $1,108         $2,444

Gary J. Hasbach                      20,000             10.8%            $ .20             11/14/06          $1,108         $2,444


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

(1)   Options were granted pursuant to the terms and conditions of the Company's
      1999 Employee Stock Option Plan ("Employee Plan").

(2)   The  exercise  price per share was equal to the fair  market  value of the
      Company's common stock at the date of grant.

(3)   The amounts  disclosed  in the columns  which  notes  appreciation  of the
      common  stock  at the 5% and 10%  rates  dictated  by the  Securities  and
      Exchange Commission, are not intended to be a forecast of the actual value
      of the common stock price and are not necessarily indicative of the actual
      value  which  my be  realized  by  the  Named  Executive  Officers  or any
      stockholders. These assumed rates of 5% and 10% would result in the Common
      Stock price increasing from $.20 per share to approximately $.26 per share
      and $.32 per share,  respectively.  As of December  31,  2001,  the market
      price of the common stock was $.18 per share..

Aggregated Option Exercises in Fiscal 2001 and Fiscal Year End Option Values

          The following table sets forth certain  aggregated option  information
for each Named Executive Officer in the Summary  Compensation Table for the year
ended December 31, 2001:




                                    Number of Securities Underlying                       Value of Unexercised
          Name                          Unexercised Options(#)                           In-The-Money Options(1)
-------------------------    ---------------------------------------------   -----------------------------------------------
                                       Exercisable           Unexercisable         Exercisable             Unexercisable
                             ---------------------   ---------------------   -----------------------   ---------------------
                                                                                               
Howard L. Ehler, Jr.                        50,000                    ----                      ----                    ----
Gary Hasbach                                40,000                    ----                      ----                    ----


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

          No options were exercised by the Named  Executive  Officers during the
year ended December 31, 2001.

(1)   The option  exercise prices range from $.20 to $.57 per share. At December
      31, 2001, the fair market value of the Company's common stock was $.18 per
      share,  the average of the closing bid and asked price of the common stock
      as reported on the OTC Bulletin Board.



                                     - 13 -





Employment Agreements

          The Company is a party to a one year  renewable  employment  agreement
with Howard L. Ehler,  Jr. Mr.  Ehler  serves as the  Company's  Executive  Vice
President,  Principal  Executive  Officer,  Chief  Operating  Officer  and Chief
Financial Officer at a current base salary of $150,000.  Mr. Ehler's  employment
agreement provides for automatic renewal for additional one year periods on July
1st of each year,  unless the Company or Mr.  Ehler  notifies the other party of
such  party's  intent not to renew at least 90 days prior to each June 30 of the
initial  term  and any  extended  term  thereafter.  Mr.  Ehler  receives  a car
allowance,  as well as certain  other  benefits,  such as health and  disability
insurance.  Mr. Ehler is also entitled to receive incentive  compensation  based
upon targets formulated by the Compensation Committee.

          Prior to a Change in Control  (as  defined in Mr.  Ehler's  employment
agreement),  the Company has the right to terminate  the  employment  agreement,
without cause, at any time upon thirty days written notice, provided the Company
pays to Mr.  Ehler a severance  payment  equivalent  to 50% of his then  current
annual base salary. Mr. Ehler has agreed not to disclose  information and not to
compete with the Company  during his term of employment  and, in certain  cases,
for a two (2) year period following his termination.

          In the event of a Change  in  Control,  the  employment  agreement  is
automatically  extended to a three year period.  Thereafter,  Mr. Ehler would be
entitled  to  terminate  his  employment  with the Company for any reason at any
time.  In the event Mr.  Ehler so  terminates  employment,  Mr.  Ehler  would be
entitled  to  receive  the  lesser  of (i) a lump sum  equal to the base  salary
payments and all other  compensation  and benefits Mr. Ehler would have received
had the  employment  agreement  continued for the full term; or (ii) three times
Mr. Ehler's base salary then in effect on the effective date of termination. Mr.
Ehler  would  also be  entitled  to such  severance  in the  event  the  Company
terminates the Executive without cause after a Change of Control.

Stock Option Plans

          The Company has two stock option plans,  the  Director's  Stock Option
Plan and the 1999 Employee Stock Option Plan  (collectively,  the "1999 Plans").
The 1999 Plans  provide for options to be granted at  generally no less than the
fair market value of the Company's  stock at the grant date.  The 1999 Plans are
administered by the Company's  Compensation and Stock Option Committee.  Options
granted under the 1999 Plans have a term up to 10 years and are  exercisable six
months from the grant date provided  however,  no options  under the  Director's
Plan will be exercisable until the Company's stockholders approve the Director's
Plan. A total of 600,000 and 200,000  shares are reserved for issuance under the
Employee and Director  Plans.  As of December 31, 2001,  there were  outstanding
options to purchase  240,000 and 160,000  shares under the Employee and Director
Plans, respectively.  The exercise prices for the outstanding options range from
$.20 to $.57 per share. All options expire five (5) years from the date of grant
and are fully vested.

                                     - 14 -





                                                  STOCK OWNERSHIP

          The following table sets forth certain  information as of May 15, 2002
with respect to the  beneficial  ownership of the Company's  common stock by (i)
each  director of the Company,  (ii) each Named  Executive  Officer,  (iii) each
person  known to the  Company to own more than 5% of such  shares,  and (iv) all
executive  officers  and  directors as a group.  (Except as  otherwise  provided
herein, the information below is supplied by the holder):




                                                           Number of Shares
                                                             Beneficially               Percent of Shares
      Name and Address of Beneficial Owner(1)                  Owned(2)                Beneficially Owned
---------------------------------------------------   ---------------------------   -------------------------
                                                                                                      
Maureen P. Ferri                                                          656,981                           7.1%
  120 Simmons Road
  Statesboro, GA. 30458
Lisa M. Brock                                                           309,006(3)                          3.3%
Howard L. Ehler, Jr.                                                    466,108(4)                          5.0%
Gary J. Hasbach                                                         290,400(5)                          3.1%
S. Daniel Ponce                                                         611,966(6)                          6.6%
Milton J. Wallace                                                       183,000(7)                          2.0%
Morton L. Weinberger                                                    249,210(8)                          2.7%
All directors and officers                                            2,135,808(9)                         22.5%
      as a group (8 persons)


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

(1)   Except as set forth herein, all securities are directly owned and the sole
      investment and voting power are held by the person named. Unless otherwise
      indicated,  the  address  for  each  beneficial  owner  is the same as the
      Company.

(2)   The  percent of class for  common  stockholders  is based  upon  9,220,434
      shares of common  stock  outstanding  and such shares of common stock such
      individual  has the  right to  acquire  within 60 days  upon  exercise  of
      options or  warrants  that are held by such  person (but not those held by
      any other person).

(3)   Includes  40,000  shares of common stock  issuable  upon exercise of stock
      options.

(4)   Includes  50,000  shares of common stock  issuable  upon exercise of stock
      options.

(5)   Includes  40,000  shares of common stock  issuable  upon exercise of stock
      options.

(6)   Includes  40,000  shares of common stock  issuable  upon exercise of stock
      options.

(7)   Includes  40,000  shares of common stock  issuable  upon exercise of stock
      options.

(8)   Includes  40,000  shares of common stock  issuable  upon exercise of stock
      options.

(9)   Includes  270,000  shares of common stock  issuable upon exercise of stock
      options.



                                     - 15 -





        PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF
           INCORPORATION TO EFFECT A ONE FOR FIVE REVERSE STOCK SPLIT
                          OF THE COMPANY'S COMMON STOCK

General

          The  Company's  Board of  Directors  has adopted a proposal  declaring
advisable an amendment to the  Certificate  of  Incorporation  of the Company to
effect  a one  for  five  reverse  stock  split  of all of  the  authorized  and
outstanding  common  stock of the  Company  (the  "Reverse  Stock  Split") . The
approval  of the  Reverse  Stock  Split,  and the  filing  of the  amendment  as
described  herein and attached  hereto as Exhibit "A", will not alter the number
of currently authorized shares of the Company's capital stock, which will remain
at  45,000,000,  consisting  of  40,000,000  shares  of common  stock,  $.01 and
5,000,000  shares of  preferred  stock,  par value $.01 per share.  There are no
shares of preferred stock currently issued and outstanding. However, adoption of
the Reverse Stock Split will reduce the number of  outstanding  shares of common
stock of the  Company  as of the Record  Date from  9,220,434  to  approximately
1,844,086  shares.  As the Reverse  Stock  Split will effect a reduction  in the
number of shares of Common Stock outstanding without a commensurate  increase in
the par  value  of the  common  stock,  it will  result  in a  reduction  in the
Company's stated capital.

          The Reverse Split will not materially affect the proportionate  equity
interest in the Company of any holder of existing common or the relative rights,
preferences,  privileges or priorities of any such stockholder (with the limited
exception of  shareholders  who will only own fractional  shares of common stock
after the Reverse Stock Split).  The common stock issued pursuant to the Reverse
Stock Split will be fully paid and  non-assessable.  All shares of common  stock
will have the same par value,  voting rights and other rights as existing shares
of common  stock.  In  addition,  pursuant to the terms of the  Company's  stock
option plans, and the terms of any issued and outstanding  warrants,  the number
of shares issuable upon exercise of such outstanding  options and warrants,  and
the exercise price per share, will be proportionately  adjusted, and neither the
par value,  nor the number of shares which the Company is  authorized  to issue,
will change.

          If the Reverse Stock Split is approved and effected, the Reverse Stock
Split will result in some stockholders owning "odd-lots" of less that 100 shares
of common  stock.  Brokerage  commissions  and other  costs of  transactions  in
odd-lots  are  generally  somewhat  higher  that the  costs of  transactions  in
"round-lots" of even multiples of 100 shares.

          It is expected that if the shareholders authorize this amendment, that
the filing of a Certificate of Amendment  (the "Reverse Stock Split  Amendment")
will  occur as soon as  practical  after  the date of the  Annual  Meeting.  The
proposed reverse stock split will become effective on the effective date of that
filing (the "Effective Date").  Commencing on the Effective Date, each currently
outstanding  certificate  will be deemed for all corporate  purposes to evidence
ownership of the reduced number of shares  resulting  from the proposed  reverse
stock split.  New stock  certificates  reflecting the number of shares resulting
from the stock split will be issued only as currently  outstanding  certificates
are  transferred.   However,   the  Company  will  provide   shareholders   with
instructions as to how to exchange their  certificates  and encourage them to do
so.

Reasons for the Reverse Stock Split

          The  Company's  Board of  Directors  believe  that the decrease in the
number of shares of common stock  outstanding  as a consequence  of the proposed
reverse  stock split should  increase  the per share price of the common  stock,
which may encourage  greater  interest in the common stock and possibly  promote
greater  liquidity  for the Company's  shareholders.  No assurance can be given,
however,  that the market price of the common stock will rise in  proportion  to
the reduction in the number of  outstanding  shares  resulting  from the Reverse
Stock Split. Additionally, the Company believes that a decrease in the number of
outstanding  shares of the Company's  common stock will result in an increase in
the number of shares  available  for  issuance,  allowing  the  Company  greater
flexibility to conduct financings through the issuance of additional equity.


                                     - 16 -





          There  can be no  assurance  that the  Reverse  Stock  Split  will not
adversely impact the market price of the common stock, that the marketability of
the common  stock will improve as a result of the Reverse  Stock Split,  or that
the Reverse Stock Split will otherwise have any of the effects described herein.

Federal Income Tax Consequences

          The  following  is a  summary  of  the  material  federal  income  tax
consequences of the proposed reverse stock split.  This summary does not purport
to be complete  and does not address the tax  consequences  to holders  that are
subject to special  tax rules,  such as banks,  insurance  companies,  regulated
investment companies, personal holding companies, foreign entities,  nonresident
alien individuals, broker-dealers and tax-exempt entities. This summary is based
on the  Internal  Revenue  Code of  1986,  as  amended  (the  "Code"),  Treasury
regulations and proposed regulations, court decisions and current administrative
rulings and pronouncements of the Internal Revenue Service ("IRS"), all of which
are subject to change,  possibly with retroactive  effect,  and assumes that the
post-split common stock will be held as a "capital asset"  (generally,  property
held for investment) as defined in the Code. Holders of common stock are advised
to consult their own tax advisers  regarding the federal income tax consequences
of the proposed reverse stock split in light of their personal circumstances and
the consequences under state, local and foreign tax laws.

          -         The  proposed   reverse   stock  split  will  qualify  as  a
                    recapitalization  described in Section  368(a)(1)(E)  of the
                    Code.

          -         No  gain  or  loss  will be  recognized  by the  Company  in
                    connection with the proposed reverse stock split.

          -         No gain or loss  will be  recognized  by a  shareholder  who
                    exchanges  all of his  shares of  common  stock  solely  for
                    shares of post-split common stock.

          -         The aggregate basis of the shares of post-split common stock
                    to be received in the proposed  reverse  stock split will be
                    the same as the  aggregate  basis of the  shares  of  common
                    stock surrendered in exchange therefor.

          -         The holding period of the shares of post-split  common stock
                    to be  received  in the  proposed  reverse  stock split will
                    include  the  holding  period of the shares of common  stock
                    surrendered in exchange therefor.

Stock Certificates and Fractional Shares

          The Reverse Stock Split will occur on the  Effective  Date without any
further action on the part of the Company's  stockholders  and without regard to
the date or dates on which certificates  representing shares of common stock are
actually  surrendered by each holder thereof for  certificates  representing the
number of shares of the common stock which each such  stockholder is entitled to
receive as a consequence of the Reverse Stock Split. After the Effective Date of
the Reverse Stock Split, the certificates representing shares of Existing Common
will be deemed to  represent  one-fifth  the  number of shares of common  stock.
Certificates representing shares of common stock will be issued in due course as
old  certificates  are tendered for  exchange or transfer to  Continental  Stock
Transfer and Trust Company,  17 Battery Place, New York, NY 10004 (the "Exchange
Agent" or "Transfer Agent"), telephone number: (212) 509-4000.

          No  fractional  shares of common  stock  will be issued  and,  in lieu
thereof,  stockholders  holding a number of shares of common  stock prior to the
Effective Date Split not evenly divisible by five, and stockholders holding less
than five shares of common stock prior to the Effective  Date, upon surrender of
their old certificates, will receive cash in lieu of fractional shares of common
stock. Such cash payment will not be made until a stockholder's  certificates of
common  stock are  presented  to the Exchange  Agent.  The price  payable by the
Company for those shares of common stock which are not divisible by five will be
equal to the product of (a) the number of such shares  which cannot be exchanged
for a whole number of shares of common stock and (b) the average of the high bid
and low asked prices of one share of Existing Common, as reported on the NASD

                                     - 17 -





OTC Bulletin Board for the ten business days immediately preceding the Effective
Date of the Reverse Stock Split for which  transactions  in the common stock are
reported.

Source of Funds

          The funds required to purchase the fractional shares are available and
will be paid from the  current  cash  reserves  of the  Company.  The  Company's
stockholder  list  indicates  that a portion of the common stock  outstanding is
registered  in the  names of  clearing  agencies  and  broker  nominees.  It is,
therefore,  not  possible to predict  with  certainty  the number of  fractional
shares  or the  total  amount  that  the  Company  will be  required  to pay for
fractional  share  interests.  However,  it is not  anticipated  that the  funds
necessary to effect the cancellation of fractional shares will be material.

Number of Holders

          As of the  Record  Date,  there  were  approximately  ____  holders of
record, and approximately  _____ beneficial owners, of common stock. The Company
does not anticipate  that as a result of the Reverse Stock Split,  the number of
holders  of  record  or   beneficial   owners  of  common   stock  will   change
significantly.

No Change in Company's Status

          The Company does not currently intend to seek,  either before or after
the Reverse Stock Split,  any change  whatsoever  in the  Company's  status as a
reporting company for federal securities law purposes.

Appraisal Rights

          No appraisal rights are available under the Delaware General Corporate
law or under the  Company's  Certificate  of  incorporation  or  By-=laws to any
shareholder in connection with the Reverse Stock Split.

Board of Directors Reservation of Rights.

          The Board of Directors reserves the right, notwithstanding stockholder
approval and without further action by the stockholders, to elect not to proceed
with the  Reverse  Stock  Split  Amendment,  if at any time prior to filing such
Reverse Stock Split  Amendment  with the  Department  of State of Delaware,  the
Board of Directors,  in its sole discretion,  determines that it is no longer in
the best interests of the Company and its stockholders.  In addition,  the Board
of Directors  reserves the right to delay of the Reverse  Stock Split  Amendment
for up to twelve months  following  stockholder  approval  thereof at the Annual
Meeting. However, at the present time, the Board of Directors intends to proceed
with the Reverse Stock Split Amendment as presented herein without delay.

Shareholder Vote Required

          An  affirmative  vote of the holders of a majority of the  outstanding
common  stock  entitled  to vote at the Annual  Meeting is required to adopt the
proposal  to  effect  the  one  for  five  reverse  stock  split.   Accordingly,
abstentions and broker non-votes could have a significant  effect on the outcome
of this proposal.  Proxies  solicited by the Board of Directors will be voted in
favor of the adoption of the  proposal to effect the one for five reverse  stock
split unless otherwise indicated thereon.

          The Board of Directors has  unanimously  approved and recommends  that
the Company's  stockholders  approve the one for five reverse stock split, which
is designated as Proposal 2 on the enclosed Proxy Card.


                                     - 18 -






                              CERTAIN TRANSACTIONS

          The law firm of Wallace, Bauman, Legon, Fodiman, Ponce & Shannon, P.A.
of which Mr. Ponce,  the Company's  Chairman of the Board,  and Mr.  Wallace,  a
Director,  are stockholders,  served as general counsel to the Company.  The law
firm received  $275,000 in 2001 for legal  services  rendered to the Company and
its subsidiaries.


                             STOCK PERFORMANCE GRAPH

      The following graph compares the cumulative  total  stockholder  return of
the  Company's  common  stock from January 1, 1997 to December 31, 2001 with (a)
the Russell 2000 Stock Index; and (b) a Peer Group Index. The graph assumes that
$100 was invested on January 1, 1997 in the Company's  common stock, the Russell
2000  Stock  Index  and the  Peer  Group  Index  and  that  all  dividends  were
reinvested.  The Peer Group  Index on the graph  includes  the  common  stock of
fifty-two (52) publicly traded companies in the building materials industry.



                                 [GRAPH OMITTED]







                               1996            1997           1998            1999           2000            2001
                               ----            ----           ----            ----           ----            ----
                                                                                          
Imperial Industries           100.00          420.00         400.00          620.00         380.00          180.00
Peer Index                    100.00          109.76         125.32          107.22         109.45          119.67
Russell 2000 Index            100.00          122.34         118.91          142.21         136.07          137.46




                    INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

          The firm of  PricewaterhouseCoopers,  LLP has served as the  Company's
independent  auditors  for the years ended  December  31,  1999,  2000 and 2001.
Although the Board of Directors has not yet selected a firm to serve as auditors
for   the   year   ended    December   31,   2002,    it   is   expected    that
PricewaterhouseCoopers,  LLP will be  retained  by the  Company  for such audit.
Representatives of PricewaterhouseCoopers, LLP are expected to be present at the
Annual Meeting and will be afforded the opportunity to make a statement, if they
desire, and to respond to appropriate questions.

Audit Fees

          PricewaterhouseCoopers, LLP billed the Company an aggregate of $74,250
for professional  services and related expenses  rendered in connection with the
audit of the Company's  financial  statements for the fiscal year ended December
31, 2001 and the reviews of the financial  statements  included in the Company's
Forms 10-Q for each quarter within such fiscal year.

Information Systems Design and Implementation Fees

          The Company did not engage  PricewaterhouseCoopers,  LLP for financial
information  system design and implementation for the fiscal year ended December
31, 2001.The  services,  which include  designing or  implementing  systems that
aggregate source data underlying  financial  statements or generate  information
that is significant to such financial  statements are provided  internally or by
other service providers.

                                     - 19 -





All Other Fees

          The  Company  paid an  aggregate  of $14,170 in fees and  expenses  to
PricewaterhouseCoopers,  LLP during the fiscal year ended  December 31, 2001 for
all other services. Such services consisted of accounting consultation, federal,
state and tax planning  and  services and services  related to filings made with
the Securities and Exchange  Commission.  The Audit Committee reviewed audit and
non-audit  services  performed by  PricewaterhouseCoopers,  LLP, as well as fees
charged  by  PricewaterhouseCoopers,  LLP for such  services.  In its  review of
non-audit service fees, the Audit Committee considered,  among other things, the
possible   effect  of  the   performance  of  such  services  on  the  auditor's
independence.  Additional  information  concerning  the Audit  Committee and its
activities with PricewaterhouseCoopers, LLP. can be found in the sections of the
proxy  statement:   "Board  Committees  and  Meetings,"  "Report  of  the  Audit
Committee" and the appendix.


                                  OTHER MATTERS

          Management is not aware of any other matters which may come before the
Annual Meeting and which require the vote of  stockholders  in addition to those
matters  indicated  in the notice of meeting  and this Proxy  Statement.  If any
other matter  calling for  stockholder  action  should  properly come before the
Annual Meeting or any adjournment thereof, those persons named as proxies in the
enclosed proxy will vote in accordance with their best judgment.


                              STOCKHOLDER PROPOSALS

          Stockholders who wish a proposal to be included in the Company's proxy
statement and form of proxy relating to the 2003 annual meeting must be received
by the Company no later than March 20, 2003 for inclusion in the Company's proxy
statement  related to the 2002 annual  meeting.  Such notice must  include (i) a
brief  description  of the  business  desired  to be  brought  before the annual
meeting and the reasons for conducting such business at the annual meeting, (ii)
the name and record address of such  stockholder,  (iii) the number of shares of
common  stock of the  Company  which  are owned  beneficially  of record by such
stockholder,  (iv) a description of all arrangements or  understandings  between
such  stockholder  and any other  person or persons  (including  their names) in
connection  with the  proposal  of such  business  by such  stockholder  and any
material  interest of such stockholder in such business and (v) a representation
that such  stockholder  intends  to  appear in person or by proxy at the  annual
meeting to bring valid business before the meeting.


                                  ANNUAL REPORT

          A  copy  of  the  Company's  2001  Annual  Report,  including  audited
financial  statements as of December 31, 1999, 2000 and 2001 and for each of the
three (3) years in the period  ending  December 31, 2001 are being mailed to all
stockholders. Copies of the Annual Report on Form 10-K for the Fiscal Year ended
December 31, 2001 as filed with the  Securities  and Exchange  Commission may be
obtained by writing to Corporate Secretary,  1259 Northwest 21st Street, Pompano
Beach, Florida 33069.

                                     - 20 -





                                                             Exhibit "A"


               PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION


      Article FOURTH of the Company's  Certificate of  Incorporation is proposed
to be amended as follows:

         FOURTH:  (a)  The  aggregate  number  of  shares  of  stock  which  the
         Corporation  shall  have  authority  to  issue  is  Forty-Five  Million
         (45,000,000)  shares,  consisting  of (i)  Forty  Million  (40,000,000)
         shares  with a par  value of one  cent  ($.01)  per  share,  which  are
         designated as Common Stock;  and (ii) Five Million  (5,000,000)  shares
         with a par value of one cent ($.01) per share,  which are designated as
         Preferred Stock.

                  (b) The  designations,  preferences,  privileges and powers of
         the  shares  of the  Common  Stock and of the  Preferred  Stock and the
         restrictions  and  qualifications  thereof  shall  be the  same  in all
         respects as though shares of one class of stock,  except that the Board
         of  Directors  is hereby  vested with the  authority to provide for the
         issuance of the Preferred  Stock, at any time and from time to time, in
         one  or  more  series,  each  of  such  series  to  have  such  powers,
         designations,  preferences  and  relative,  participating  or option or
         other  special   rights  and  such   qualifications,   limitations   or
         restrictions  thereon  as  expressly  provided  in  the  resolution  or
         resolutions,  duly adopted by the Board of Directors  providing for the
         issuance of such shares.  The  authority  which is hereby vested in the
         Board of Directors shall include,  but not be limited to, the authority
         to provide  for the  following  matters  relating to each series of the
         Preferred Stock:

                           (i)      the number of shares to constitute such
         series, and the designations thereof;

                           (ii)     the  voting  power of  holders of shares of
         such series, if any, and the Board of Directors may, without limitation
         determine  the vote or  fraction  of vote to which  the  holder  may be
         entitled,  the events upon the  occurrence  of which such holder  maybe
         entitled to vote,  and the Board of Directors may determine to restrict
         or eliminate entirely the right of such holder to vote;

                           (iii)   the rate of  dividends,  if any, and the
         extent of further participation in dividend distributions,  if any, and
         whether dividends shall be cumulative or non-cumulative;

                           (iv)     whether or not such series shall be
         redeemable,  and if so, the terms and  conditions  upon which shares of
         such series shall be redeemable;

                           (v)      the extent, if any, to which such series
         shall have the benefit of any sinking fund provision for the redemption
         or purchase of shares;

                           (vi)     the rights, if any, of such series, in the
         event of the dissolution of the  corporation,  or upon any distribution
         of the assets of the corporation;

                           (vii)    whether or not the shares of such series
         shall be  convertible,  and if so,  the terms and  conditions  on which
         shares of such series shall be convertible; and

                           (viii)   such other powers,  designations,
         preferences  and the  relative,  participating  or  optional  or  other
         special rights,  and such  qualifications,  limitations or restrictions
         thereon, as and to the extent permitted by law.

                  (c) No  holder  of  Common  Stock  or  Preferred  Stock of the
         corporation  shall be entitled as of right to purchase or subscribe for
         any part of any unissued  stock of the  corporation  or any  additional
         capital  stock  of  the   corporation  of  any  class,  or  any  bonds,
         certificates   of   indebtedness,   debentures   or  other   securities
         convertible into stock of the

                                       A-1




         corporation,  but any such unissued stock or such additional authorized
         issue of new stock or other  securities  convertible into stock, may be
         issued  and  disposed  of,  pursuant  to  resolution  of the  Board  of
         Directors, to such persons, firms corporations or associations and upon
         such terms, as may be deemed advisable by the Board of Directors in the
         exercise of their discretion.


                  (d) On or about July 19, 2002,  (the  "Effective  Date"),  all
         outstanding  shares  of  Common  Stock  of  the  Corporation  shall  be
         automatically  combined  at the  rate of one  for  five  (the  "Reverse
         Split")  without  the  necessity  of further  action on the part of the
         holders  thereof  or  the  Corporation;   provided  however,  that  the
         Corporation shall,  through its transfer agent,  exchange  certificates
         representing   Common  Stock  outstanding   immediately  prior  to  the
         Effective  Date of the Reverse Split (the  "Existing  Common") into new
         certificates ("New  Certificates")  representing the appropriate number
         of  shares  of  Common  Stock  resulting  from  the  combination  ("New
         Common").  No  fractional  shares,  but only whole shares of New Common
         shall be  issued to any  holder  of less  than  five (5)  shares or any
         number of shares which,  when divided by five (5), does not result in a
         whole  number.  In lieu  of  fractional  shares,  the  Corporation  has
         arranged for its transfer agent (the "Exchange Agent") to remit payment
         therefor on the following terms and conditions.

                  The price payable by the Corporation for fractional  shares of
         Existing Common, certificates for which are surrendered to the Exchange
         Agent in  connection  with  the  Reverse  Split,  shall be equal to the
         product of (i) the number of such shares which cannot be exchanged  for
         a whole  share of New Common  and (ii) the  average of the high bid and
         low asked  prices of one share of Existing  Common,  as reported on the
         NASD OTC Bulletin Board for the ten business days immediately preceding
         the Effective Date of the Reverse Stock Split for which transactions in
         the Existing Common are reported.

                  The par value and the  number of  authorized  shares of Common
         Stock shall remain as  otherwise  provided  above in Article  Fourth of
         this Certificate of Incorporation  and shall not be modified in any way
         as the result of this Reverse Split. From and after the Effective Date,
         certificates  representing  shares of Existing  Common shall  represent
         only the right of the holders thereof to receive New Common and payment
         as provided herein for fractional shares of Existing Common.

                  From and after the  Effective  Date,  the term "New Common" as
         used in this subparagraph (d) of Article FOURTH shall mean Common Stock
         as provided in this Certificate of Incorporation.

                                       A-2




                            IMPERIAL INDUSTRIES, INC.
                                      PROXY
         THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS FOR THE
           ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 19, 2002

          The  undersigned  hereby appoints S. Daniel Ponce and Howard L. Ehler,
Jr., or either of them, as proxies,  with full individual  power of substitution
to  represent  the  undersigned  and to vote all  shares of Common  Stock of the
Company  which the  undersigned  is  entitled  to vote at the Annual  Meeting of
Stockholders of the Company to be held at the at the Hyatt Regency Hotel, 400 S.
E. 2nd Avenue,  Miami, Florida, at 10:00 A.M., local time, on July 19, 2002, and
any and all adjournments thereof, in the manner specified below:

1.     Election of Class I Director

Nominee:
-------

       Howard L. Ehler, Jr.

|_| For the nominee listed above |_| Withhold authority to vote for the nominee

2      Proposal to Amend the Certificate of Incorporation to effect a one for
       five reverse stock split of the Company's common stock

       |_|   For          |_|   Against       |_|      Abstain

                                             (continued on other side)





THIS PROXY, WHEN PROPERLY EXECUTED,  SHALL BE VOTED AS DIRECTED. IF NO DIRECTION
IS  INDICATED,  THIS PROXY WILL BE VOTED FOR THE  NOMINEE FOR  DIRECTOR  AND FOR
APPROVAL OF THE REVERSE STOCK SPLIT. Should any other matter requiring a vote of
the  stockholders  arise,  the persons  named in the Proxy or their  substitutes
shall vote in  accordance  with  their  best  judgment  in the  interest  of the
Company.  The  Board of  Directors  are not aware of any  matter  which is to be
presented for action at the meeting other than the matters set forth herein.






Dated: ____________________, 2002



---------------------------------
Signature


---------------------------------
Signature

Please  sign the Proxy  exactly as name  appears.  When shares are held by joint
tenants,  both should  sign.  Executors,  administrators,  trustees or otherwise
signing in a  representative  capacity  should  indicate  the  capacity in which
signed.

PLEASE VOTE,  SIGN,  DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.