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   ý  No   o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of  November 5, 2003.April 27, 2004.

22,696,90723,134,907 Shares of Common stock, $.01 par value

Alpha Pro Tech, Ltd.

Table of Contents

Alpha Pro Tech, Ltd.

PART I.  FINANCIAL INFORMATION

ITEM 1           CONSOLIDATED .FINANCIAL STATEMENTS (UNAUDITED)

We have prepared the following unaudited interim consolidated financial statements pursuant to the rules and regulations of the 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 these rules and regulations.

Consolidated Balance Sheets

TheYou should read the following unaudited interim consolidated financial statements and the accompanying notes are an integral parttogether with our Annual Report on Form 10-K for the year ended December 31, 2003. Our 2003 Annual Report contains information that may be helpful in analyzing the financial information contained in this report and in comparing our results of these consolidated financial statements.operations for the three months ended March 31, 2004 with the same period in 2003.

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Alpha Pro Tech, Ltd.

CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Consolidated Statements of OperationsBalance Sheets (Unaudited)

(1)                                  The condensed consolidated balance sheet as of December 31, 2003 has been prepared using information form the audited financial statements at that date.

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

2

Alpha Pro Tech, Ltd.

Consolidated StatementStatements of Shareholder’sOperations Equity (Unaudited)

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

3

Alpha Pro Tech, Ltd.

Consolidated Statement of Shareholders’ Equity (Unaudited)

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

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Alpha Pro Tech, Ltd.

Consolidated Statements of Cash Flows(Unaudited)

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

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Alpha Pro Tech, Ltd.

Notes to Consolidated Financial StatemenStatementsts (Unaudited)

1.                                      The Company

Alpha Pro Tech, Ltd. (the “Company”) manufactures and distributes a variety of disposable mask, shield, shoe cover, apparel and wound care products.  Most of the Company’s disposable apparel, mask and shield products, and wound care products are distributed to medical, dental, industrial safety and clean room markets, predominantly in the United States of America.

2.                                      Basis of Presentation

The accompanying consolidatedinterim financial statementsinformation included herein is unaudited; however, the information reflects all adjustments (consisting of normal recurring adjustments) that are, unaudited but, in the opinion of management, contain allnecessary for the adjustments (consistingfair presentation of those of a normal recurring nature) considered necessary to present fairly the consolidated financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.interim periods. The accompanying consolidated financial statements should be read in conjunction with the Company’sconsolidated financial statements for the year ended December 31, 2003, which are included in our Annual Report on Form 10-K for the year ended December 31, 2002 and Form 10-Qs2003 (“2003 10-K”). The results of operations for the periodsthree months ended June 30, 2003 and March 31, 2003.

There have been no changes since2004 are not necessarily indicative of the results to be expected for the full year. The consolidated balance sheet at December 31, 20022003 was extracted from the audited consolidated financial statements contained in the 2003 10-K and does not include all disclosures required by accounting principles and practices utilizedgenerally accepted in the preparationUnited States of theseAmerica for annual consolidated financial statements.

Certain 2002 balancesamounts for prior periods have been reclassified to conform tobe consistent with the current period2004 presentation.  TheseSuch reclassifications had no effect on net income, total assets, total liabilities, shareholders’ equity or liabilities.net income.

3.                                      Stock Based Compensation

Accounting for Stock-based Compensation.  The Company maintains a stock option plan under which the Company may grant incentive stock options and non-qualified stock options to employees and non-employee directors.  Stock options have been granted with exercise prices at or above the fair market value on the date of grant.  Options vest and expire according to terms established at the grant date.

SFAS No. 123, Accounting for Stock-Based Compensation, encourages, but does not require, companies to record compensation cost for stock-based employee compensation plans based on the fair market value of options granted.  The Company has chosen to accountaccounts for stock-based compensationstock options granted using the intrinsic value method prescribed in Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations.25. Accordingly, because the grant price equals or is less than the market price on the date of grant, no compensation expense iscost has been recognized for its fixed stock options issued to employees.

On December 31, 2002, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure, which amends SFAS No. 123.  SFAS No. 148 requires more prominent and frequent disclosures about the effects of stock-based compensation.  The Company will continue to account for its stock-based compensation according to the provisions of APB Opinion No. 25.

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option plans. Had compensation cost for the Company’s stock optionsstock-based compensation plans been recognizeddetermined based upon the estimated fair value on the grant date under the fair value methodology prescribed byat the grant dates for awards under those plans consistent with SFAS No. 123, the Company’s net earningsincome and earningsnet income per common share would have been as follows:changed to the pro forma amounts indicated below:

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4.                                      New Accounting Standards

The Company has reviewed all recently issued accounting standards which have not yet been adopted in order to determine their potential effect, if any, on the results of operations or financial position of Alpha Pro Tech.  Based on the Company’sthat review, Alpha Pro Tech does not currently believe that any of newthese recent accounting standards released during the three months ended September 30, 2003, the Company did not identify any standards requiring adoption that wouldpronouncements will have a significant impacteffect on its consolidatedcurrent or future financial statements.position, results of operations, cash flows or disclosures. .

5.                                      Inventories

Inventories consist of the following:

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6.                                      Accrued Liabilities

The following table represents the components of accrued liabilities.

7.                                      Basic and Diluted Net Income Per Share

The following table provides a reconciliation of both the net income and the number of shares used in the computation of “basic” EPS,earnings per share (EPS), which utilizes the weighted average number of shares outstanding without regard to potential shares, and “diluted” EPS, which includes all such dilutive shares.

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8.                                      Activity of Business Segments

The Company classifies its businesses intooperates through three fundamental segments:  Apparel, consisting of a complete line of disposable clothing such as coveralls, frocks, lab coats, hoods, bouffant caps and shoe covers; Mask and eye shields, consisting principally of medical, dental and industrial masks and eye shields; and Extended Care, Unreal Lambskin®, consisting principally of fleece and other related products which includes a line of pet beds.

The accounting policies of the segments are the same as those described in the “Summary of Significant Accounting PoliciesPolicies” in the Company’s Form 10-K for the year ended December 31, 2002.”2003.  Segment data excludes charges allocated to head office and corporate sales/marketing departments.departments and income taxes.  The Company evaluates the performance of its segments and allocates resources to them based primarily on net sales.

The following table shows net sales for each segment for the three and nine months ended September 30, 2003March 31, 2004 and 2002:2003:

AThe following table shows the reconciliation of total segment income to total consolidated net income for the three and nine months ended September 30, 2003March 31, 2004 and 2002 is presented below:2003:

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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q contains forward-looking statements that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks, uncertainties and assumptions as described from time to time in registration statements, annual reports and other periodic reports and filings of the Company filed with the Securities and Exchange Commission. All statements, other than statements of  historical facts, which address the Company’s expectations of sources of capital or which express the Company’s expectations for the future with respect to financial performance or operating strategies, can be identified as forward-looking statements. As a result, there can be no assurance that the Company’s future results will not be materially different from those described herein as “believed,” “anticipated,” “estimated” or “expected,” which reflect the current views of the Company with respect to future events. We caution readers that these forward-looking statements speak only as of the date hereof. The Company hereby expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which such statement is based.

ADDITIONAL INFORMATION

We make available free of charge on or through our Internet website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission

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ITEM 5MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis together with our consolidated financial statements and the notes to our consolidated financial statements, which appear elsewhere in this report.

OVERVIEW

Alpha Pro Tech is in the business of protecting people, products and environments. We accomplish this by developing, manufacturing and marketing a line of disposable protective apparel and consumer products for the cleanroom, industrial, medical, dental and consumer markets.  Our products are primarily sold under the “Alpha Pro Tech” brand name, but are also sold for use under private label.

Our products are classified into four groups:  Disposable protective apparel, consisting of a complete line of shoecovers, headcovers, gowns, coveralls and lab coats; infection control products consisting of a line of face masks and face shields; extended care products consisting of a line of mattress overlays, wheelchair covers, geriatric chair surfaces, operating room table surfaces and pediatric surfaces; and consumer products consisting of a line of pet bedding and pet toys.  Our products are sold through three segments.  The Apparel segment, consisting of disposable protective apparel; the Mask and /ShieldShield segment, consisting of infection control products; and the Extended Care segment, consisting of extended care products and consumer products.

Our target markets are pharmaceutical manufacturing, bio-pharmaceutical manufacturing and medical device manufacturing, lab animal research, high technology electronics manufacturing which includes the semi-conductor market, as well as medical and dental distributors.markets. Our products are used primarily in cleanrooms, industrial safety manufacturing environments and health care facilities such as hospitals, laboratories and dental offices. Our products are distributed principally in the United States through a network consisting of purchasing groups, national distributors, local distributors, independent sales representatives and our own sales and marketing force.

We are committed to growing the sales line in our core business.  In order to achieve our sales growth objectives, we have recently implemented a newinitiated two strategies.  One key strategy is based upon our innovative initiatives.  We provide innovative solutions by selling products to our end users that best satisfy the end users’ requirements.  Our strategy of communicating directly with the end users in conjunction with our distributors to communicate directly with the end users.  This enables us to better understand the end users true needs and ties into ourtherefore provide innovative strategy which is to sell products that best satisfy the end users requirements.products.

We have hired four additionalOur second key growth strategy is investing in sales personnel, increasing theand marketing.  During 2003 we increased our sales team from nineby five to thirteen,fifteen.   Although it takes time for new salespersons to achieve their potential, we are starting to experience some positive results and although it has taken timeexpect sales growth to find, educate and trainimprove in the new staff, third quarter results are indicating that this approach is working.coming quarters.  As we gain market share, we will invest in additional sales personnel.

As a result ofIn the additional personnel and the new end user focus, the Company experienced 30% growth in the thirdfirst quarter of 2003.2004, we experienced sales growth of 9.3%.  Gross profit remained strong at 51.1% and net income was flat at $467,000.  Net of SARS relatedincome was flat primarily due to higher sales and marketing expenses.  We believe that we have developed a solid sales team and that our core business grew approximately 20% in the third quarter and our expectation is to see continued growth.

During the third quarter 2003, we had approximately $0.5 million of non-core SARS related N-95 Mask and eye shield sales.  In the second quarter of 2003, we had approximately $3 million of SARS related  N-95 and eye shield sales for a total of $3.5 million since April 2003. The Center for Disease Control (CDC) has recommended an N-95 respirator mask be used together with an eye shield to protect healthcare workers in the fight against the spread of the SARS virus. Although there is no way of knowing whether SARSgrowth will resurface later this year or in early 2004, the Company has positioned itself with more inventory on hand and increased production capacity and capabilities, in the event of a future outbreak.improve.

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RESULTS OF OPERATIONS

Three months and nine months ended September 30, 2003,March 31, 2004, compared to the three months and nine months ended September 30, 2002March 31, 2003

Alpha Pro Tech, Ltd. (“Alpha” or the “Company”) reported net income for the quarter ended September 30, 2003March 31, 2004 of $701,000$467,000 as compared to $362,000$465,000 for the quarter ended September 30, 2002,March 31, 2003, representing an increase of $339,000$2,000 or 93.7%0.4%.  The increase is attributable to an increase in income before provision for income taxesgross profit of $402,000,$264,000, partially offset by an increase in income taxesselling, general and administrative expenses of $63,000.$248,000, an increase in depreciation and amortization of $12,000 and an increase in net interest expense of $2,000.

Sales.  Consolidated sales for the quarter ended September 30, 2003March 31, 2004 increased to $6,517,000$5,853,000 from $5,013,000$5,356,000 for the quarter ended September 30, 2002,March 31, 2003, representing an increase of $1,504,000$497,000 or 30.0%9.3%.  The Company attributes approximately $1,000,000 or two thirds ofWe attribute the increase in sales primarily to the pharmaceutical industry.  SARS related N-95 mask and eye shield sales account for the balance of the increase of approximately $500,000.  Excluding the increase in non-core sales related to SARS, the Company’s business grew 20% for the quarter ended September 30, 2003 as compared to the same period in 2002.

Whether SARS will resurface is unknown, however even if it does not return, sales of the N-95 maskPharmaceutical industry and other medical masks as well as, to a lesser extent other protective products, are expectedsales to grow due to heightened awareness of infection control procedures in health care institutions.

the industrial safety industry.

Sales for the Apparel Division for the quarter ended September 30, 2003March 31, 2004 were $4,161,000 as$4,092,000 compared to $3,425,000$3,470,000 for the same period of 2002.2003, an increase of $622,000 or 17.9%.   The Apparel Division sales increase of $736,000 or 21.5% was primarily due to increased sales to the pharmaceutical industry, partially offset by decreased sales to the electronics industry which includes semiconductor and memory device.  The Company began servicing the pharmaceutical industry in 2002, and management expects continued growth in this market segment.  Apparel sales are still being negatively impacted by the continued weakness in the electronics industry.

Mask and eye shield sales for the quarter ended September 30, 2003 increased by $800,000 or 69.0% to $1,960,000 from $1,160,000 in the same period of 2002.  The increase is primarily the result of an increase of approximately $500,000 in N-95 mask and eye shield sales related to SARS as well as an increase in medical and industrial mask sales.  While SARS related sales have decreased significantly since the end of the second quarter, the Company anticipates stronger than normal demand for the N-95 Particulate Respirator mask as well as other medical masks in the future due to an increased awareness of infection control precautions.

Sales from the Company’s Extended Care Unreal Lambskin and other related products, which includes a line of pet beds, decreased by $32,000 or 7.5% to $396,000 for the quarter ended September 30, 2003 from $428,000 for the quarter ended September 30, 2002.  The decrease of $32,000 in sales is primarily the result of a decrease in pet bed pad sales, partially offset by an increase in medical bed pad sales.

Consolidated sales were $20,467,000 and $16,021,000 for the nine months ended September 30, 2003 and 2002 respectively, representing an increase of $4,446,000 or 27.8%.  Approximately $3.5 million of the sales increase is due to non-core SARS related N-95 mask and eye shield sales.

Apparel sales for the nine months ended September 30, 2003 were $11,506,000 as compared to $10,990,000 for the same period of 2002, an increase of $516,000 or 4.7%. The increase is due to higher sales to the pharmaceutical industry and to a lesser extent sales to the industrial safety industry, partially offset by decreased sales toindustry.  We expect long-term growth as we gain a stronger foothold in the electronics industry.pharmaceutical market segment.

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Mask and eye shield sales increased by $4,087,000 or 112.3% to $7,728,000 for the nine monthsquarter ended September 30, 2003March 31, 2004 decreased by $121,000 or 9.1% to $1,216,000 from $3,641,000$1,337,000 in the same period of 2002.2003.  The increasedecrease is primarily the result of an increasehigher than normal sales of the N-95 Particulate Respirator mask sales in N-95 mask and eye shield salesthe first quarter of 2003 related to the initial stages of the SARS as well as an increase in medical, dental and industrial mask sales.outbreak.

Sales fromof the Company’s Extended Care Unreal Lambskinâ and other related products, which includes a line of pet beds, decreased by $157,000$4,000 or 11.3%0.7% to $1,233,000$545,000 for the nine monthsquarter ended September 30, 2003 compared to $1,390,000March 31, 2004 from $549,000 for the quarter ended March 31, 2003.  The slight decrease of $4,000 in the same period in 2002.  The decreasesales is primarily the result of a decrease in medical pad sales, ofpartially offset by an increase in pet bed products.

sales.

Cost of Goods Sold.  Cost of goods sold, excluding depreciation and amortization, increased to $3,299,000$2,863,000 for the quarter ended September 30, 2003March 31, 2004 from $2,480,000$2,630,000 for the same period in 2002.2003.  Gross profit margin decreasedincreased to 49.4%51.1% for the quarter ended September 30, 2003March 31, 2004 from 50.5%50.9% for the same period in 2002.  For the nine months ended September 30, 2003 as compared to the same period in 2002, cost of goods sold increased to $9,748,000 from $7,992,000.  Gross profit margin increased to 52.4% from 50.1% for the nine months ended September 30, 2003 compared to 2002.

The decrease in gross profit margin to 49.4% for the three months ended September 30, 2003 as compared to 50.5% for the same period in 2002 is due to slightly reduced margins on sales to pharmaceutical companies.

The increase in gross profit margin for the nine months ended September 30, 2003 as compared to the same period in 2002 is due to an increase in the amount of products being manufactured in China and a greater percentage of mask and eye shield sales which yield higher gross profit margins.

2003.  Management expects that gross profit margins should continue to be strongremain at this level for the balance of 2003.

2004.

Selling, General and Administrative Expenses.  Selling, general and administrative expenses increased by $272,000$248,000 or 14.6%13.3% to $2,141,000$2,115,000 for the quarter ended September 30, 2003March 31, 2004 from $1,869,000$1,867,000 for the quarter ended September 30, 2002.March 31, 2003.  As a percentage of net sales, selling, general and administrative expenses decreasedincreased to 32.9%36.1% in the quarter ended September 30, 2003March 31, 2004 from 37.3%34.9% for the same period in 2002.2003.  The increase in selling, general and administrative expenses primarily consists of increased payroll related costs of $235,000,$128,000, increased travel, marketing and commission expenses of $1,000,$58,000, increased rent and utilities expense of $13,000,$32,000, increased office supplies of $13,000, increased warehouse supplies of $6,000,$25,000, increased telecommunication and insurance expense of $12,000 and increased miscellaneous expensesforeign exchange loss of $12,000,$44,000, partially offset by decreased professional fees and public company expenses of $20,000.$37,000 and decreased miscellaneous expenses of $14,000.

Selling, general and administrative expenses increased by $949,000 or 17.3%, to $6,427,000 forOf the nine months ended September 30, 2003 from $5,478,000 for the nine months ended September 30, 2002. As a percentage of net sales, selling, general and administrative expenses decreased to 31.4% for the nine months ended September 30, 2003 from 34.2% in the same period of 2002.  The$248,000 increase in selling, general and administrative expenses, primarily consists of64.9% relates to increased payroll related costs of $715,000, increased travel, marketing and commission expenses of $129,000, increased professional fees and public company expenses of $11,000, increased foreign exchange expense of $45,000, increased credit card processing expense of $17,000, increased general office expenses of $15,000, increased financing expense of $12,000, increased telecommunication and insurance expense of $28,000 and increased miscellaneous expenses of $1,000, partially offset by decreased rent and utilities of $24,000.

The increases in both payroll and travel related costs are largely due to the addition of sales and marketing personnel.  The Company has increased theexpenses. Total sales and marketing and customer service team

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by 5 people to 22 people at September 30, 2003expenses were up $161,000 in the first quarter of 2004 as compared to 17 people at September 30, 2002.  Management anticipatesthe same period in 2003.  We anticipate that the addition of these personneladditional costs will continue to yield improved sales results in the coming quarters.  The increase in payroll related costs is also due to an increase in the accrual for the executive bonus program which is equal to 10% of the pre-tax profits of the Company.

Depreciation and Amortization.  Depreciation and amortization expense increased by $19,000$12,000 to $131,000$132,000 for the quarter ended September 30, 2003March 31, 2004 from $112,000$120,000 for the same period in 2002 and increased by $43,000 to $373,000 for the nine months ended September 30, 2003 compared to the same period in 2002.2003.  The

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increase is primarily attributable to mask machine and shoecover machine additions and the purchase of computer equipment.

equipment in 2004 and late 2003.

Income from Operations.  Income from operations increased slightly by $394,000$4,000 or 71.4%0.5%, to $946,000$743,000 for the quarter ended September 30, 2003March 31, 2004 as compared to income from operations of $552,000$739,000 for the quarter ended September 30, 2002.March 31, 2003.  The increase in income from operations is due to an increase in gross profit of $685,000,$264,000, partially offset by an increase in selling, general and administrative expenses of $272,000,$248,000, and an increase in depreciation and amortization of $19,000.

Income from operations increased by $1,698,000 or 76.5% to $3,919,000 for the nine months ended September 30, 2003 as compared to income from operations of $2,221,000 for the nine months ended September 30, 2002.  The increase in income from operations is due to an increase in gross profit of $2,690,000, partially offset by an increase in selling, general and administrative expenses of $949,000, and an increase in depreciation and amortization of $43,000.$12,000.

Net Interest.  Net interest expense decreasedincreased by $8,000$2,000 to $2,000interest expense of $1,000 for the quarter ended September 30, 2003March 31, 2004 from net interest expenseincome of $10,000$1,000 for the quarter ended September 30, 2002.March 31, 2003.  The decreaseincrease in net interest expense is primarily due to lower interest charges due to the Company being debt free during the third quarter of 2003.  Interest income, decreasedpartially offset by $3,000, to $1,000 for the quarter ended September 30, 2003 from $4,000 in the same period of 2002.

Netlower interest expense decreased by $11,000 to $18,000 for the nine months ended September 30, 2003 from $29,000 for the nine months ended Sept 30, 2002.  The decrease in net interest expense is primarily due to lower interest charges due to the Company being debt free since the second quarter of 2003.  Interest income increaseddecreased by $1,000$10,000, to $13,000$1,000 for the nine monthsquarter ended September 30, 2003March 31, 2004 from $12,000$11,000 in the same period of 2002.

2003.  Interest expense decreased by $8,000, to $2,000 for the quarter ended March 31, 2004 from $10,000 in the same period of 2003.

Income Before Provision for Income Taxes.  Income before provision for income taxes for the quarter ended September 30, 2003March 31, 2004 was $944,000$742,000 as compared to $542,000$740,000 for the quarter ended September 30, 2002,March 31, 2003, representing an increase of $402,000$2,000 or 74.2%0.3%.  This increase is attributable primarily to an increase in gross profit of $685,000 and a decrease in net interest expense of $8,000;$264,000; partially offset by an increase in selling, general and administrative expenses of $272,000 and$248,000, an increase in depreciation and amortization of $19,000.

Income before provision for income taxes for the nine months ended September 30, 2003 was $3,901,000 as compared to $2,192,000 for the nine months ended September 30, 2002, representing$12,000 and an increase of $1,709,000 or 78.0%.  This increase is attributable primarily to an increase in gross profit of $2,690,000 and a decrease in net interest expense of $11,000, partially offset by an increase in selling, general and administrative expenses of $949,000 and an increase in depreciation and amortization of $43,000.$2,000.

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Provision for Income Taxes  The provision for income taxes for the three months ended March 31, 2004 and nine months September 30,for the same period of 2003 was $243,000 and $1,372,000, as compared to $180,000 and $741,000 for the three and nine months ended September 30, 2002.  The increase in income taxes is due to higher income before provision for income taxes in 2003.$275,000.  The effective tax rate is approximately 35%37% in 2003 compared to 34% in 2002.

first quarter of 2004 and 2003.

Net Income.  Net income for the quarter ended September 30, 2003March 31, 2004 was $701,000$467,000 compared to net income of $362,000$465,000 for the quarter ended September 30, 2002,March 31, 2003, an increase of $339,000$2,000 or 93.7%0.4%.  The net income increase of $339,000$2,000 is comprised of an increase in income from operations of $394,000 and a decrease in net interest expense of $8,000,$4,000, partially offset by an increase in the provision for income taxes of $63,000.

Net income for the nine months ended September 30, 2003 was $2,529,000 compared to net income of $1,451,000 for the nine months ended September 30, 2002, an increase of $1,078,000 or 74.3%.  The net income increase of $1,078,000 is comprised of an increase in income from operations of $1,698,000 and a decrease in net interest expense of $11,000, partially offset by an increase in the provision for income taxes of $631,000.$2,000.

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LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2003, the CompanyMarch 31, 2004, we had cash and cash equivalents of $3,180,000$2,800,000 and working capital of $9,376,000,$11,026,000, an increase in working capital of $2,326,000$765,000 since December 31, 2002.2003.  Cash increased $301,000decreased by $627,000 for the ninethree months ended September 30, 2003.March 31, 2004. The increasedecrease in the Company’sour cash is primarily due to cash provided byused in operating activities and to the purchase of property and equipment, partially offset by cash proceeds from the exercise of stock options, partially offset by the purchase of property and equipment, payments on notes payable and the repurchase of common stock.options.

The Company hasWe have a $3,500,000 credit facility with a bank, consisting of a line of credit with interest at prime plus 0.5%.  At September 30, 2003,March 31, 2004, the prime interest rate was 4.00%.  The line of credit expires in May 2004.  At September 30, 2003, the Company’sMarch 31, 2004, our borrowing capacity on the line of credit was $3,122,000,$2,910,000, which is based on a formula of accounts receivable and inventory.  At September 30, 2003, the CompanyMarch 31, 2004, we had not borrowed on itsthis line of credit.  As of September 30, 2003, the Company doesMarch 31, 2004, we do not have any debt.

As shown below, at September 30, 2003, the Company’sMarch 31, 2004, our contractual cash obligations totaled approximately $784,000.$1,041,000.

Contractual Obligations

Net cash provided byused in operating activities was $1,025,000$793,000 for the ninethree months ended September 30, 2003.March 31, 2004.  Net cash provided byused in operating activities decreasedincreased by $936,000$731,000 to $1,025,000$793,000 for the ninethree months ended September 30, 2003March 31, 2004 as compared to $62,000 for the ninethree months ended September 30, 2002.March 31, 2003.  The net decrease of $936,000increase in cash used in operating activities is primarily due to a net changean increase in accounts receivable of $878,000, and a net increase in inventories of $1,763,000, partially offset by increased net income of $1,078,000, a net increasedecrease in accounts payable and accrued liabilities, of $312,000,partially offset an increase in depreciation and amortization of $43,000 and a net decrease in prepaid expenses and other assets of $272,000.inventories.

The Company’sNet cash used in investing activities was $59,000 and $49,000 for the quarter ended March 31, 2004 and 2003, respectively. Our investing activities in 2004 consisted primarily of expenditures for property and equipment of $327,000 partially offset by proceeds from notes receivable$44,000 and the purchase of $70,000 for the nine months ended September 30, 2003intangible assets of $15,000, compared to expenditures for property and equipment $140,000$49,000 for the ninethree months ended September 30, 2002.March 31, 2003.

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The Company expects to purchase $50,000$450,000 of additional equipment in 2003.2004.

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In March 2003, the Companywe announced that itsour Board of Directors had approved the buy-back of up to an additional $500,000 of the Company’s outstanding common stock.  This new share repurchase program is the fifth $500,000 buyback authorized by the Board of Directors.  In all instances, the Company iswe are retiring the shares.  For the ninethree months ended September 30, 2003, the CompanyMarch 31, 2004, we bought back a total of 300,00010,000 common shares at a cost of $287,000.$23,000.  As of September 30, 2003, the Company hasMarch 31, 2004, we have bought back a total of 2,108,8002,118,800 common shares at a cost of $2,125,000$2,148,000 since the end of 1999.

During the ninethree months ended September 30, 2003, the Company’sMarch 31, 2004, cash provided by financing activities was $225,000 as compared to cash used in financing activities resultedof $319,000 for the same period of 2003. Our financing activities in 2004 consisted primarily of cash proceeds of $248,000 from payments on the Company’s notes payableexercise of $415,000 and fromstock options, partially offset by payments of $287,000$23,000 for the repurchase of common stock, partially offset by cash proceedsstock.  Our financing activities in 2003 consisted primarily of $253,000net payments on our notes payable of $45,000 and from payments of $274,000 for the exerciserepurchase of stock options.common stock.

The Company believesWe believe that cash generated from operations, itsour current cash balance and the funds available under itsour credit facility, will be sufficient to satisfy the Company’sour projected working capital and planned capital expenditures for the foreseeable future.

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NEW ACCOUNTING STANDARDS

Based on the Company’s review of new accounting standards released during the three monthsquarter ended September 30, 2003,March 31, 2004, the Company did not identify any standards requiring adoption that would have a significant impact on its  consolidated financial statements.

We manufacture some products in Mexico and subcontract the manufacture of some products in China.  The Company’s results of operations could be negatively affected by factors such as changes in foreign currency exchange rates due to stronger economic conditions in those countries.

The Company doesn’t expect any significant effect on its results of operations from inflationary or interest and currency rate fluctuations.  The Company does not hedge its interest rate or foreign exchange risks.

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Evaluation of ITEM 4.     CONTROLS AND PROCEDURES

Disclosure Controls and Procedures.Procedures

As of the end of the period covered by this report,(the “Evaluation Date”), the Company’sOur management evaluated, with the participation of itsour Chief Executive Officer and its Chief Financial officers,  evaluatedOfficer, the effectiveness of the design and operation of the Company’sour disclosure controls and procedures as(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act Rules 13a-15 and 15d-15, which are designed to ensure that the Company appropriately records, processes, summarizes and reports in a timely and effective manner the information required to be disclosed in reports filed with or submitted to the Securities and Exchange Commission.  Based upon the evaluation, they concluded that,of 1934), as of the Evaluation Date, the Company’s disclosure controls were effective.  In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  The Company’sMarch 31, 2004. Based on this evaluation, our Chief Executive Officer and its Chief Financial Officer have concluded that theour disclosure controls and procedures are, in fact,were effective at the “reasonable assurance” level.as of March 31, 2004.

Changes in Internal Controls.Control Over Financial Reporting

There havehas been no significant changeschange in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Company’sExchange Act) that occurred during our fiscal quarter ended March 31, 2004, that has materially affected, or is reasonably likely to materially affect, our internal controls or in other factors that could significantly affect the Company’s internal controls subsequent to the Evaluation Date.control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 6EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

31.1 Certification Pursuant to Rule 13a-14(b) and Rule 15d-14(b) of the Exchange Act, Signed by Chief Executive Officer (filed herewith)

31.2 Certification Pursuant to Rule 13a-14(b) and Rule 15d-14(b) of the Exchange Act, Signed by Chief Financial Officer (filed herewith)

32.1 Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,2003, Signed by Chief Executive Officer (filed herewith)

32.2 Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,2003, Signed by Chief Financial Officer (filed herewith)

(b) Reports on Form 8-K

No reports were filed on Form 8-K during the thirdfirst quarter of 20032004

SIGNATURES

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

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