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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

|  |  |                                                                                        
|- |  | ---------------------------------------------------------------------------------------
|þ |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2002

OR

|  |  |                                                                                         
|- |  | ----------------------------------------------------------------------------------------
|  |  |                                                                                         
| 
| 
| 
| 
|q |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-13914

TRIO-TECH INTERNATIONAL

(Exact name of Registrant as specified in its Charter)


|                                                                                  |  |                                                   
|--------------------------------------------------------------------------------- |  | --------------------------------------------------
|California
(State or other jurisdiction of
incorporation or organization)         |  | 95-2086631
(I.R.S. Employer
Identification Number)
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|14731 Califa Street
Van Nuys, California
(Address of principle executive offices) |  | 91411
(Zip Code)                                  

Registrants Telephone Number: 818-787-7000

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed with the Commission 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 þ  No q

Number of shares of common stock outstanding as of November 1, 2002 is
2,927,551



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TRIO-TECH INTERNATIONAL

INDEX TO FORM 10-Q


TABLE OF CONTENTS



|                           |                                                                                               |                                                                   |  |  |  |  |  | 
|-------------------------- | --------------------------------------------------------------------------------------------- | ----------------------------------------------------------------- |  |  |  |  |  | 
|                           | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                           |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS                            
|                           |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
|                           |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                  
|                           |                                                                                               | NOTES TO CONSOLIDATED STATEMENTS                                 
|                           | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                           | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|                           | ITEM 4. CONTROLS AND PROCEDURES                                                              
|PART II. OTHER INFORMATION
|                           | Item 1. Legal Proceedings                                                                    
|                           | Item 2. Changes in Securities and Use of Proceeds                                            
|                           | Item 3. Defaults Upon Senior Securities                                                      
|                           | Item 4. Submission of Matters to Vote of Security Holders                                    
|                           | Item 5. Other Information                                                                    
|                           | Item 6. Exhibits and reports on Form 8-K                                                     
|SIGNATURES                
|CERTIFICATIONS            
|EXHIBIT 99.1              
|EXHIBIT 99.2              



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##### Table of Contents



|                              |                                                                                               |                                                                                                                        |    |      |   | 
|----------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------- | -- | ---- | - | 
|                              |                                                                                               |                                                                                                                        |    | Page
|Part I. Financial Information |                                                                                               |                                                                                                                        |    |     
|                             
|                             
|                             
|                             
|                              | Item 1. Financial Statements                                                                  |                                                                                                                        |    |      |  
|                             
|                             
|                             
|                             
|                              |                                                                                               | Condensed Consolidated Balance Sheets as of Sep. 30, 2002 (Unaudited) and June 30, 2002                                |    |      | 3 | 
|                             
|                             
|                             
|                             
|                              |                                                                                               | Condensed Consolidated Statements of Operations for the Three Months Ended Sep. 30,
2002 (Unaudited) and Sep. 30, 2001 |    |      | 4 | 
|                             
|                             
|                             
|                             
|                              |                                                                                               | Condensed Consolidated Statements of Cash Flows for the Three Months Ended Sep. 30,
2002 (Unaudited) and Sep. 30, 2001 |    |      | 5 | 
|                             
|                             
|                             
|                             
|                              |                                                                                               | Notes to Condensed Consolidated Financial Statements (Unaudited)                                                       |    |      | 6 | 
|                             
|                             
|                             
|                             
|                              | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |                                                                                                                        |    | 10   |  
|                             
|                             
|                             
|                             
|                              | Item 3. Quantitative and Qualitative Disclosures about Market Risk                            |                                                                                                                        |    | 16   |  
|                             
|                             
|                             
|                             
|                              | Item 4. Controls and Procedures                                                               |                                                                                                                        |    | 16   |  
|                             
|                             
|                             
|                             
|Part II. Other Information    |                                                                                               |                                                                                                                        | 17 |     
|                             
|                             
|                             
|                             
|                              | Item 1. Legal Proceedings                                                                     |                                                                                                                        |    | 17   |  
|                             
|                             
|                             
|                             
|                              | Item 2. Changes in Securities and Use of Proceeds                                             |                                                                                                                        |    | 17   |  
|                             
|                             
|                             
|                             
|                              | Item 3. Defaults upon Senior Securities                                                       |                                                                                                                        |    | 17   |  
|                             
|                             
|                             
|                             
|                              | Item 4. Submission of Matters to a Vote of Security Holders                                   |                                                                                                                        |    | 17   |  
|                             
|                             
|                             
|                             
|                              | Item 5. Other Information                                                                     |                                                                                                                        |    | 17   |  
|                             
|                             
|                             
|                             
|                              | Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                                        |    | 17   |  
|                             
|                             
|                             
|                             
|Signatures                    |                                                                                               |                                                                                                                        | 17 |     
|                             
|                             
|                             
|                             
|Certifications                |                                                                                               |                                                                                                                        | 18 |     

2



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##### Table of Contents



TRIO-TECH INTERNATIONAL AND SUBSIDIARIES







ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

|                                           |                                                                                                                        |                            |             |         |        |          |        |       |        | 
|------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------- | -------------------------- | ----------- | ------- | ------ | -------- | ------ | ----- | ------ | 
|                                           |                                                                                                                        |                            |             | Sep. 30 |        | June 30,
|                                           |                                                                                                                        |                            |             | 2002    |        | 2002    
|                                           |                                                                                                                        |                            |             |         |        |         
|                                           |                                                                                                                        |                            | (UNAUDITED)
|ASSETS                                     |                                                                                                                        |                            |             |         |        |          |        |      
|                                          
|                                          
|                                          
|                                          
|CURRENT ASSETS:                            |                                                                                                                        |                            |             |         |        |          |        |      
|                                          
|                                          
|                                          
|                                          
|                                           | Cash                                                                                                                   |                            | $           | 767     |        |          | $      | 1,128 |       
|                                          
|                                          
|                                          
|                                          
|                                           | Short term deposits                                                                                                    |                            |             | 5,764   |        |          |        | 5,906 |       
|                                          
|                                          
|                                          
|                                          
|                                           | Investments in marketable securities                                                                                   |                            |             | 373     |        |          |        | 554   |       
|                                          
|                                          
|                                          
|                                          
|                                           | Trade accounts receivable, less allowance for doubtful accounts
of $151 and $174 respectively                          |                            |             | 4,597   |        |          |        | 4,148 |       
|                                          
|                                          
|                                          
|                                          
|                                           | Other receivables                                                                                                      |                            |             | 334     |        |          |        | 527   |       
|                                          
|                                          
|                                          
|                                          
|                                           | Inventories, less provision for obsolete stock of $692
and $716, respectively                                          |                            |             | 820     |        |          |        | 1,014 |       
|                                          
|                                          
|                                          
|                                          
|                                           | Prepaid expenses and other current assets                                                                              |                            |             | 205     |        |          |        | 128   |       
|                                           |                                                                                                                        |                            |             |         |        |          |        |       |       
|                                           |                                                                                                                        | Total current assets       |             |         | 12,860 |          |        |       | 13,405 | 
|                                          
|                                          
|                                          
|                                          
|PROPERTY, PLANT AND EQUIPMENT, Net         |                                                                                                                        |                            | 6,051       |         |        |          | 5,593  |      
|                                          
|                                          
|                                          
|                                          
|OTHER ASSETS                               |                                                                                                                        |                            | 58          |         |        |          | 77     |      
|                                           |                                                                                                                        |                            |             |         |        |          |        |       |       
|TOTAL ASSETS                               |                                                                                                                        | $                          | 18,969      |         |        | $        | 19,075 |      
|                                           |                                                                                                                        |                            |             |         |        |          |        |       |       
|LIABILITIES AND SHAREHOLDERS EQUITY       |                                                                                                                        |                            |             |         |        |          |        |      
|                                          
|                                          
|                                          
|                                          
|CURRENT LIABILITIES:                       |                                                                                                                        |                            |             |         |        |          |        |      
|                                          
|                                          
|                                          
|                                          
|                                           | Lines of credit                                                                                                        |                            | $           | 879     |        |          | $      | 1,227 |       
|                                          
|                                          
|                                          
|                                          
|                                           | Accounts payable                                                                                                       |                            |             | 1,699   |        |          |        | 1,717 |       
|                                          
|                                          
|                                          
|                                          
|                                           | Accrued expenses                                                                                                       |                            |             | 2,904   |        |          |        | 2,315 |       
|                                          
|                                          
|                                          
|                                          
|                                           | Income taxes payable                                                                                                   |                            |             | 125     |        |          |        | 106   |       
|                                          
|                                          
|                                          
|                                          
|                                           | Current portion of notes payable                                                                                       |                            |             | 776     |        |          |        | 785   |       
|                                          
|                                          
|                                          
|                                          
|                                           | Current portion of capitalized leases                                                                                  |                            |             | 332     |        |          |        | 336   |       
|                                           |                                                                                                                        |                            |             |         |        |          |        |       |       
|                                           |                                                                                                                        | Total current liabilities  |             |         | 6,715  |          |        |       | 6,486  | 
|                                           |                                                                                                                        |                            |             |         |        |          |        |       |       
|NOTES PAYABLE, net of current portion      |                                                                                                                        |                            | 447         |         |        |          | 641    |      
|                                          
|                                          
|                                          
|                                          
|CAPITALIZED LEASES, net of current portion |                                                                                                                        |                            | 262         |         |        |          | 345    |      
|                                          
|                                          
|                                          
|                                          
|DEFERRED INCOME TAXES                      |                                                                                                                        |                            | 664         |         |        |          | 669    |      
|                                           |                                                                                                                        |                            |             |         |        |          |        |       |       
|TOTAL LIABILITIES                          |                                                                                                                        |                            | 8,088       |         |        |          | 8,141  |      
|                                           |                                                                                                                        |                            |             |         |        |          |        |       |       
|MINORITY INTEREST                          |                                                                                                                        |                            | 2,318       |         |        |          | 2,316  |      
|                                          
|                                          
|                                          
|                                          
|SHAREHOLDERS EQUITY:                      |                                                                                                                        |                            |             |         |        |          |        |      
|                                          
|                                          
|                                          
|                                          
|                                           | Common stock; no par value, authorized, 15,000,000 shares; issued
and outstanding 2,927,551 and 2,927,551 respectively |                            |             | 9,423   |        |          |        | 9,423 |       
|                                          
|                                          
|                                          
|                                          
|                                           | Additional paid-in capital                                                                                             |                            |             | 284     |        |          |        | 270   |       
|                                          
|                                          
|                                          
|                                          
|                                           | Accumulated deficit                                                                                                    |                            |             | (602    | )      |          |        | (658  | )     
|                                          
|                                          
|                                          
|                                          
|                                           | Accumulated other comprehensive income-marketable securities                                                           |                            |             | 13      |        |          |        | 24    |       
|                                          
|                                          
|                                          
|                                          
|                                           | Accumulated other comprehensive loss-foreign currency                                                                  |                            |             | (555    | )      |          |        | (441  | )     
|                                          
|                                          
|                                          
|                                          
|                                           |                                                                                                                        | Total shareholders equity |             |         | 8,563  |          |        |       | 8,618  | 
|                                           |                                                                                                                        |                            |             |         |        |          |        |       |       
|TOTAL LIABILITIES AND
SHAREHOLDERS EQUITY |                                                                                                                        | $                          | 18,969      |         |        | $        | 19,075 |      
|                                           |                                                                                                                        |                            |             |         |        |          |        |       |       

See notes to condensed consolidated financial statements.

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TRIO-TECH INTERNATIONAL AND SUBSIDIARIES




|                                                                          |                                                   |         |       |                    |       |          |       |       |       | 
|------------------------------------------------------------------------- | ------------------------------------------------- | ------- | ----- | ------------------ | ----- | -------- | ----- | ----- | ----- | 
|                                                                          |                                                   |         |       | Three Months Ended
|                                                                          |                                                   |         |       |                   
|                                                                          |                                                   |         |       | Sep. 30,           |       | Sep. 30,
|                                                                          |                                                   |         |       | 2002               |       | 2001    
|                                                                          |                                                   |         |       |                    |       |         
|NET SALES                                                                 |                                                   | $       | 5,915 |                    |       | $        | 5,136 |      
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|COST OF SALES                                                             |                                                   |         | 4,171 |                    |       |          | 4,041 |      
|                                                                          |                                                   |         |       |                    |       |         
|GROSS PROFIT                                                              |                                                   |         | 1,744 |                    |       |          | 1,095 |      
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|OPERATING EXPENSES:                                                       |                                                   |         |       |                    |       |          |       |      
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | General and administrative                        |         |       | 1,283              |       |          |       | 1,182 |      
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Selling                                           |         |       | 281                |       |          |       | 284   |      
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Research and development                          |         |       | 27                 |       |          |       | 47    |      
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Loss on disposal of property, plant and equipment |         |       | 112                |       |          |       |      |      
|                                                                          |                                                   |         |       |                    |       |         
|                                                                          |                                                   | Total   |       |                    | 1,703 |          |       |       | 1,513 | 
|                                                                          |                                                   |         |       |                    |       |         
|INCOME (LOSS) FROM OPERATIONS                                             |                                                   |         | 41    |                    |       |          | (418  | )    
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|OTHER INCOME (EXPENSE)                                                    |                                                   |         |       |                    |       |          |       |      
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Interest expense                                  |         |       | (51                | )     |          |       | (51   | )    
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Other income                                      |         |       | 136                |       |          |       | 96    |      
|                                                                          |                                                   |         |       |                    |       |         
|                                                                          |                                                   | Total   |       |                    | 85    |          |       |       | 45    | 
|                                                                          |                                                   |         |       |                    |       |         
|INCOME (LOSS) BEFORE
INCOME TAXES AND MINORITY INTEREST                   |                                                   |         | 126   |                    |       |          | (373  | )    
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|INCOME TAXES                                                              |                                                   |         | 68    |                    |       |          | 42    |      
|                                                                          |                                                   |         |       |                    |       |         
|INCOME (LOSS) BEFORE MINORITY INTEREST                                    |                                                   |         | 58    |                    |       |          | (415  | )    
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|MINORITY INTEREST                                                         |                                                   |         | (2    | )                  |       |          | 15    |      
|                                                                          |                                                   |         |       |                    |       |         
|NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHARES                           |                                                   |         | 56    |                    |       |          | (400  | )    
|                                                                          |                                                   |         |       |                    |       |         
|OTHER COMPREHENSIVE INCOME (LOSS):                                        |                                                   |         |       |                    |       |          |       |      
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Unrealized gain on investment                     |         |       | 11                 |       |          |       |      |      
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Foreign currency translation adjustment           |         |       | (114               | )     |          |       | 129   |      
|                                                                          |                                                   |         |       |                    |       |         
|COMPREHENSIVE (LOSS)                                                      |                                                   | $       | (47   | )                  |       | $        | (271  | )    
|                                                                          |                                                   |         |       |                    |       |         
|EARNINGS
(LOSS) PER SHARE                                                
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          | Basic                                             |         | $     | 0.02               |       |          | $     | (0.14 | )    
|                                                                          |                                                   |         |       |                    |       |         
|                                                                          | Diluted                                           |         | $     | 0.02               |       |          | $     | (0.14 | )    
|                                                                          |                                                   |         |       |                    |       |         
|WEIGHTED AVERAGE NUMBER OF COMMON AND
POTENTIAL COMMON SHARES OUTSTANDING |                                                   |         |       |                    |       |          |       |      
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          |                                                   | Basic   |       |                    | 2,928 |          |       |       | 2,928 | 
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                          |                                                   | Diluted |       |                    | 2,928 |          |       |       | 2,928 | 

See notes to condensed consolidated financial statements.

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TRIO-TECH INTERNATIONAL AND SUBSIDIARIES




|                                                 |                                                                                                    |                                                     |       |                    |      |          |       |      |      |  
|------------------------------------------------ | -------------------------------------------------------------------------------------------------- | --------------------------------------------------- | ----- | ------------------ | ---- | -------- | ----- | ---- | ---- | -
|                                                 |                                                                                                    |                                                     |       | Three Months Ended
|                                                 |                                                                                                    |                                                     |       |                   
|                                                 |                                                                                                    |                                                     |       | Sep. 30,           |      | Sep. 30,
|                                                 |                                                                                                    |                                                     |       | 2002               |      | 2001    
|                                                 |                                                                                                    |                                                     |       |                    |      |         
|CASH FLOWS FROM OPERATING ACTIVITIES:            |                                                                                                    |                                                     |       |                    |      |          |       |     
|                                                
|                                                
|                                                
|                                                
|                                                 | Net income (loss)                                                                                  |                                                     | $     | 56                 |      |          |       | (400 | )   
|                                                
|                                                
|                                                
|                                                
|                                                 | Adjustments to reconcile net income (loss) to
net cash (used in) provided by operating activities: |                                                     |       |                    |      |          |       |      |     
|                                                
|                                                
|                                                
|                                                
|                                                 | Depreciation and amortization                                                                      |                                                     |       | 332                |      |          |       | 439  |     
|                                                
|                                                
|                                                
|                                                
|                                                 | Bad debt reserve                                                                                   |                                                     |       | (23                | )    |          |       |      |     
|                                                
|                                                
|                                                
|                                                
|                                                 | Inventory provision                                                                                |                                                     |       | (24                | )    |          |       |     |     
|                                                
|                                                
|                                                
|                                                
|                                                 | Stock compensation                                                                                 |                                                     |       | 14                 |      |          |       |     |     
|                                                
|                                                
|                                                
|                                                
|                                                 | Loss on dispal of property and equipment                                                           |                                                     |       | 112                |      |          |       |     |     
|                                                
|                                                
|                                                
|                                                
|                                                 | Deferred income taxes                                                                              |                                                     |       |                   |      |          |       | 19   |     
|                                                
|                                                
|                                                
|                                                
|                                                 | Minority interest, net                                                                             |                                                     |       | 2                  |      |          |       | (15  | )   
|                                                
|                                                
|                                                
|                                                
|                                                 | Changes in operating assets and liabilities:                                                       |                                                     |       |                    |      |          |       |      |     
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                                    | Accounts receivable, net                            |       |                    | (426 | )        |       |      | 250  |  
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                                    | Other receivables                                   |       |                    | 193  |          |       |      | 1    |  
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                                    | Inventories                                         |       |                    | 218  |          |       |      | (84  | )
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                                    | Prepaid expenses and other current assets           |       |                    | (77  | )        |       |      | (60  | )
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                                    | Accounts payable and accrued expenses               |       |                    | 571  |          |       |      | (649 | )
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                                    | Income taxes payable                                |       |                    | 19   |          |       |      | 17   |  
|                                                 |                                                                                                    |                                                     |       |                    |      |          |       |     
|                                                 |                                                                                                    | Net cash provided by (used in)
operating activities |       |                    | 967  |          |       |      | (482 | )
|
|                                                 |                                                                                                    |                                                     |       |                    |      |          |       |     
|CASH FLOWS FROM INVESTING ACTIVITIES:            |                                                                                                    |                                                     |       |                    |      |          |       |     
|                                                
|                                                
|                                                
|                                                
|                                                 | Short term deposits                                                                                |                                                     |       | 142                |      |          |       | 807  |     
|                                                
|                                                
|                                                
|                                                
|                                                 | Marketable securities                                                                              |                                                     |       | 170                |      |          |       |     |     
|                                                
|                                                
|                                                
|                                                
|                                                 | Capital expenditures                                                                               |                                                     |       | (975               | )    |          |       | (209 | )   
|                                                
|                                                
|                                                
|                                                
|                                                 | Other assets                                                                                       |                                                     |       | 19                 |      |          |       | 21   |     
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from sale of property and equipment                                                       |                                                     |       |                   |      |          |       | 1    |     
|                                                 |                                                                                                    |                                                     |       |                    |      |          |       |     
|                                                 |                                                                                                    | Net cash (used in) provided by
investing activities |       |                    | (644 | )        |       |      | 620  |  
|                                                 |                                                                                                    |                                                     |       |                    |      |          |       |     
|CASH FLOWS FROM FINANCING ACTIVITIES:            |                                                                                                    |                                                     |       |                    |      |          |       |     
|                                                
|                                                
|                                                
|                                                
|                                                 | Payments on lines of credit                                                                        |                                                     |       | (489               | )    |          |       |     |     
|                                                
|                                                
|                                                
|                                                
|                                                 | Borrowings under lines of credit                                                                   |                                                     |       | 141                |      |          |       | 40   |     
|                                                
|                                                
|                                                
|                                                
|                                                 | Principal payments of debt and capitalized leases                                                  |                                                     |       | (290               | )    |          |       | (308 | )   
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from long-term debt                                                                       |                                                     |       |                   |      |          |       | 89   |     
|                                                 |                                                                                                    |                                                     |       |                    |      |          |       |     
|                                                 |                                                                                                    | Net cash used in financing activities               |       |                    | (638 | )        |       |      | (179 | )
|                                                 |                                                                                                    |                                                     |       |                    |      |          |       |     
|EFFECT OF EXCHANGE RATE CHANGES ON CASH          |                                                                                                    |                                                     | (46   | )                  |      |          | 33    |     
|                                                
|                                                
|                                                
|                                                
|NET DECREASE IN CASH                             |                                                                                                    |                                                     | (361  | )                  |      |          | (8    | )   
|                                                
|                                                
|                                                
|                                                
|CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR     |                                                                                                    |                                                     | 1,128 |                    |      |          | 1,149 |     
|                                                 |                                                                                                    |                                                     |       |                    |      |          |       |     
|CASH AND CASH EQUIVALENTS, END OF YEAR           |                                                                                                    | $                                                   | 767   |                    |      |          | 1,141 |     
|                                                 |                                                                                                    |                                                     |       |                    |      |          |       |     
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |                                                                                                    |                                                     |       |                    |      |          |       |     
|                                                
|                                                
|                                                
|                                                
|                                                 | Cash paid during the year for:                                                                     |                                                     |       |                    |      |          |       |      |     
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                                    | Interest                                            |       | $                  | 51   |          |       |      | 41   |  
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                                    | Income taxes                                        |       | $                  | 61   |          |       |      | 27   |  

See notes to condensed consolidated financial statements.

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TRIO-TECH INTERNATIONAL AND SUBSIDIARIES




1. ORGANIZATION AND BASIS OF PRESENTATION

Trio-Tech International (the Company or TTI thereafter) was
incorporated in 1958 under the laws of the State of California. TTI
provides third-party semiconductor testing and burn-in services primarily
through its Laboratories in Southeast Asia; in addition, TTI operates test
facilities in the United States and Europe. The Company also designs,
develops, manufactures and markets a broad range of equipment and systems
used in the manufacture and testing of semiconductor devices and
electronic components. TTI conducts business in three industry
segments: Testing Services, Manufacturing and Distribution. TTI has
subsidiaries in the U.S., Singapore, Malaysia, Thailand, and Ireland as
follows:

|                                                          |  |                          |      |  |  |                     
|--------------------------------------------------------- |  | ------------------------ | ---- |  |  | --------------------
|                                                          |  | Ownership       Location
|                                                          |  |                          |      | 
|Express Test Corporation                                  |  |                          | 100% |  |  | Van Nuys, California
|                                                         
|                                                         
|                                                         
|                                                         
|Trio-Tech Reliability Services                            |  |                          | 100% |  |  | Van Nuys, California
|                                                         
|                                                         
|                                                         
|                                                         
|KTS Incorporated, dba Universal Systems                   |  |                          | 100% |  |  | San Jose, California
|                                                         
|                                                         
|                                                         
|                                                         
|European Electronic Test Centre. Ltd.                     |  |                          | 100% |  |  | Dublin, Ireland     
|                                                         
|                                                         
|                                                         
|                                                         
|Trio-Tech International Pte. Ltd.                         |  |                          | 100% |  |  | Singapore           
|                                                         
|                                                         
|                                                         
|                                                         
|Trio-Tech Test Services Pte. Ltd.                         |  |                          | 100% |  |  | Singapore           
|                                                         
|                                                         
|                                                         
|                                                         
|Trio-Tech Thailand                                        |  |                          | 100% |  |  | Bangkok, Thailand   
|                                                         
|                                                         
|                                                         
|                                                         
|Trio-Tech Bangkok                                         |  |                          | 100% |  |  | Bangkok, Thailand   
|                                                         
|                                                         
|                                                         
|                                                         
|Trio-Tech Malaysia                                        |  |                          | 55%  |  |  | Penang, Malaysia    
|                                                         
|                                                         
|                                                         
|                                                         
|Trio-Tech Kuala Lumpur 
100% owned by Trio-Tech Malaysia |  |                          | 55%  |  |  | Selangor, Malaysia  
|                                                         
|                                                         
|                                                         
|                                                         
|Prestal Enterprise Sdn. Bhd.                              |  |                          | 76%  |  |  | Selangor, Malaysia  

The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. All significant inter-company accounts and
transactions have been eliminated in consolidation. The unaudited
consolidated financial statements are presented in U.S. dollars.
Accordingly, the accompanying financial statements do not include all the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair statement of the results for the interim
period presented have been included. Operating results for the three
months ended September 30, 2002 are not necessarily indicative of the
results that may be expected for the fiscal year ending June 30, 2003.
The accompanying consolidated financial statements should be read in
conjunction with the audited consolidated financial statement of the
Company included in the Companys Form 10-K for the year ended June 30,
2002.

2. INVENTORIES

The composition of inventories is as follows:

|                                       |  |           |      |          |  |   |       |  
|-------------------------------------- |  | --------- | ---- | -------- |  | - | ----- | -
|                                       |  | Sept. 30, |      | June 30,
|                                       |  | 2002      |      | 2002    
|                                       |  |           |      |         
|Raw materials                          |  | $         | 920  |          |  | $ | 938   |  
|                                      
|                                      
|                                      
|                                      
|Work in progress                       |  |           | 243  |          |  |   | 287   |  
|                                      
|                                      
|                                      
|                                      
|Finished goods                         |  |           | 349  |          |  |   | 505   |  
|                                      
|                                      
|                                      
|                                      
|Less: provision for obsolete inventory |  |           | (692 | )        |  |   | (716  | )
|                                       |  |           |      |          |  |   |       |  
|                                       |  | $         | 820  |          |  | $ | 1,014 |  
|                                       |  |           |      |          |  |   |       |  

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3. STOCK OPTIONS

On July 1, 2002, pursuant to the terms of the Directors Stock Option Plan,
the Board of Directors granted 35,000 options to all directors with an
exercise price of $2.25 per share representing 85% of the fair market value
of the common stock ($2.65) at the grant date. These options have a
five-year contractual life and vested immediately. The Company recognized
$14 of stock compensation expense in the quarter ended September 30, 2002.
In September 2002, the Board of Directors amended the Directors Stock
Option Plan to require that the exercise price of options granted
thereunder be equal to 100% of the fair market value of the Companys
Common Stock as of the date of grant.

The Company applies Accounting
Principles Board Opinion No. 25, Accounting
for Stock Issued to Employees, and related interpretations in accounting
for its Plans. Accordingly, stock compensation based on the intrinsic
value of these options granted has been recorded. Had compensation cost
for the Companys Plan been determined based upon the fair value at the
grant date for awards under this Plan consistent with the methodology
prescribed under SFAS No. 123, the Companys net income and earnings per
share would have been reduced to the pro forma amounts indicated below:

The following calculation uses the Black Scholes option-pricing model with
the assumptions listed below:

|                            |             |  |                    |      |           |  |   |       |  
|--------------------------- | ----------- |  | ------------------ | ---- | --------- |  | - | ----- | -
|                            |             |  | Three Months Ended
|                            |             |  |                   
|                            |             |  | Sept. 30,          |      | Sept. 30,
|                            |             |  | 2002               |      | 2001     
|                            |             |  |                    |      |          
|Net Income (Loss):          |             |  |                    |      |           |  |   |      
|                           
|                           
|                           
|                           
|                            | As Reported |  | $                  | 56   |           |  | $ | (400  | )
|                           
|                           
|                           
|                           
|                            | Pro forma   |  | $                  | 38   |           |  | $ | (468  | )
|                           
|                           
|                           
|                           
|Basic Earnings per Share:   |             |  |                    |      |           |  |   |      
|                           
|                           
|                           
|                           
|                            | As Reported |  | $                  | 0.02 |           |  | $ | (0.14 | )
|                           
|                           
|                           
|                           
|                            | Pro forma   |  | $                  | 0.01 |           |  | $ | (0.16 | )
|                           
|                           
|                           
|                           
|Diluted Earnings per Share: |             |  |                    |      |           |  |   |      
|                           
|                           
|                           
|                           
|                            | As Reported |  | $                  | 0.02 |           |  | $ | (0.14 | )
|                           
|                           
|                           
|                           
|                            | Pro forma   |  | $                  | 0.01 |           |  | $ | (0.16 | )

|                        |  |                    |       |                |  |  |       |  
|----------------------- |  | ------------------ | ----- | -------------- |  |  | ----- | -
|                        |  | Three Months Ended
|                        |  |                   
|                        |  | Sept. 30, 2002     |       | Sept. 30, 2001
|                        |  |                    |       |               
|Volatility              |  |                    | 46.67 | %              |  |  | 55.99 | %
|                       
|                       
|                       
|                       
|Risk free interest rate |  |                    | 2.79  | %              |  |  | 3.91  | %
|                       
|                       
|                       
|                       
|Expected life (years)   |  |                    | 2     |                |  |  | 2.31  |  

4. EARNINGS PER SHARE

The Company adopted SFAS No. 128, Earnings per Share(EPS). Basic
Earnings per Share is computed by dividing net income available to common
shareholders (numerator) by the weighted average number of common shares
outstanding (denominator) during the period. Diluted EPS gives effect to
all dilutive potential common shares outstanding during a period. In
computing diluted EPS, the average price for the period is used in
determining the number of shares assumed to be purchased from exercise of
stock options and warrants.

Stock options and warrants to purchase
651,165 shares at prices ranging
from $2.25 to $8.00 per share were outstanding during the three months
ended September 30, 2002 and were excluded from the computation of diluted
EPS because their effect would have been antidilutive.

Stock options and warrants to purchase
651,165 shares at prices ranging
from $3.67 to $8.00 per share were outstanding during the three months
ended September 30, 2001 and were excluded in the computation of diluted
EPS because their effect would have been antidilutive.

The following table is a reconciliation of the weighted-average shares
used in the computation of basic and diluted EPS for the periods presented
herein:

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|                                                                       |  |           |           |           |  |   |           |  
|---------------------------------------------------------------------- |  | --------- | --------- | --------- |  | - | --------- | -
|                                                                       |  | Sept. 30, |           | Sept. 30,
|                                                                       |  | 2002      |           | 2001     
|                                                                       |  |           |           |          
|Net income (loss) used to compute basic
and diluted earnings per share |  | $         | 56        |           |  | $ | (400      | )
|                                                                       |  |           |           |           |  |   |           |  
|Weighted average number of common
shares outstanding  basic           |  |           | 2,928,000 |           |  |   | 2,928,000 |  
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Dilutive effect of stock options and warrants                          |  |           |          |           |  |   |          |  
|                                                                       |  |           |           |           |  |   |           |  
|Number of shares used to compute
earnings per share  diluted          |  |           | 2,928,000 |           |  |   | 2,928,000 |  
|                                                                       |  |           |           |           |  |   |           |  

6. BUSINESS SEGMENTS

The Company operates principally in three industry segments, the designing
and manufacturing of equipment (that tests the structural integrity of
integrated circuits and other products which measure the rate of turn),
the testing service industry (that performs structural and electronic
tests of semiconductor devices) and the distribution of various products
from other manufacturers to customers located in Singapore and Southeast
Asia.

All intersegment sales are sales from the manufacturing segment to the
testing and distribution segments. Segment presentation is based on a
customers location, not a subsidiarys location.

Business Segment Information:

|                          |  |           |  |       |       |        |  |           |      |        |              |     |         |       |  |   |     |  |  |   |     |  |  | 
|------------------------- |  | --------- |  | ----- | ----- | ------ |  | --------- | ---- | ------ | ------------ | --- | ------- | ----- |  | - | --- |  |  | - | --- |  |  | 
|                          |  | Quarter   |  |       |       |        |  | Operating |      |        |              |     |         | Depr. |  |   |     | 
|                          |  | Ended     |  | Net   |       | Income |  |           |      |        |              | and | Capital
|                          |  | Sept. 30, |  | Sales |       | (loss) |  | Assets    |      | Amort. | Expenditures
|                          |  |           |  |       |       |        |  |           |      |        |              |    
|Manufacturing             |  | FY 2003   |  | $     | 1,745 |        |  | $         | (130 | )      |              | $   | 3,159   |       |  | $ | 21  |  |  | $ | 1   | 
|                          |  | FY 2002   |  |       | 1,468 |        |  |           | (642 | )      |              |     | 5,991   |       |  |   | 109 |  |  |   | 27  | 
|                         
|                         
|                         
|                         
|Testing Services          |  | FY 2003   |  |       | 2,564 |        |  |           | 286  |        |              |     | 14,987  |       |  |   | 281 |  |  |   | 944 | 
|                          |  | FY 2002   |  |       | 2,289 |        |  |           | 226  |        |              |     | 16,603  |       |  |   | 301 |  |  |   | 169 | 
|                         
|                         
|                         
|                         
|Distribution              |  | FY 2003   |  |       | 1,606 |        |  |           | (37  | )      |              |     | 468     |       |  |   | 29  |  |  |   | 30  | 
|                          |  | FY 2002   |  |       | 1,379 |        |  |           | 29   |        |              |     | 354     |       |  |   | 28  |  |  |   | 0   | 
|                         
|                         
|                         
|                         
|Corporate and unallocated |  | FY 2003   |  |       |       |        |  |           | (78  | )      |              |     | 355     |       |  |   | 1   |  |  |   | 0   | 
|                          |  | FY 2002   |  |       |       |        |  |           | (31  | )      |              |     | 218     |       |  |   | 1   |  |  |   | 13  | 
|                         
|                         
|                         
|                         
|Total Company             |  | FY 2003   |  | $     | 5,915 |        |  | $         | 41   |        |              | $   | 18,969  |       |  | $ | 332 |  |  | $ | 975 | 
|                          |  | FY 2002   |  |       | 5,136 |        |  |           | (418 | )      |              |     | 23,166  |       |  |   | 439 |  |  |   | 209 | 

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##### Table of Contents



Geographic Area Information:

|                                    |  |           |  |        |       |        |  |      |     |           |  |         |       |       |  |        |     |         |  |   |       |   |  | 
|----------------------------------- |  | --------- |  | ------ | ----- | ------ |  | ---- | --- | --------- |  | ------- | ----- | ----- |  | ------ | --- | ------- |  | - | ----- | - |  | 
|                                    |  |           |  |        |       |        |  |      |     |           |  |         |       |       |  |        |     | Elimin- |  |   |       |  
|                                    |  | Quarter   |  |        |       |        |  |      |     |           |  |         |       |       |  | ations |     |         |  |  
|                                    |  | Ended     |  | United |       |        |  |      |     | Southeast |  | and     |       | Total
|                                    |  | Sept. 30, |  | States |       | Europe |  | Asia |     | Other     |  | Company
|                                    |  |           |  |        |       |        |  |      |     |           |  |        
|Net sales to customers              |  | FY 2003   |  | $      | 1,908 |        |  |      | 245 |           |  |         | 3,775 |       |  |        | (13 | )       |  | $ | 5,915 |  
|                                    |  | FY 2002   |  | $      | 1,952 |        |  |      | 572 |           |  |         | 2,618 |       |  |        | (6  | )       |  | $ | 5,136 |  
|                                   
|                                   
|                                   
|                                   
|Operating
Income (loss)             |  | FY 2003   |  | $      | 17    |        |  |      | (50 | )         |  |         | 152   |       |  |        | (78 | )       |  | $ | 41    |  
|                                    |  | FY 2002   |  | $      | (419  | )      |  |      | (99 | )         |  |         | 131   |       |  |        | (31 | )       |  | $ | (418  | )
|                                   
|                                   
|                                   
|                                   
|Property, plant and equipment  net |  | FY 2003   |  | $      | 148   |        |  |      | 439 |           |  |         | 5,464 |       |  |        |     |         |  | $ | 6,051 |  
|                                    |  | FY 2002   |  | $      | 823   |        |  |      | 439 |           |  |         | 6,246 |       |  |        |     |         |  | $ | 7,508 |  

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TRIO-TECH INTERNATIONAL AND SUBSIDIARIES




The discussions of Trio-Tech Internationals (the Company) business and
activities set forth in this Form 10-Q and in other past and future reports and
announcements by the Company may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, and assumptions
regarding future activities and results of operations of the Company. In light
of the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995, the following factors, among others, could cause actual results to
differ materially from those reflected in any forward-looking statement made by
or on behalf of the Company: market acceptance of Company products and
services; changing business conditions or technologies and volatility in the
semiconductor industry, which could affect demand for the Companys products
and services; the impact of competition; problems with technology; product
development schedules; delivery schedules; changes in military or commercial
testing specifications which could affect the market for the Companys products
and services; difficulties in profitably integrating acquired businesses, if
any, into the Company; risks associated with conducting business
internationally and especially in Southeast Asia, including currency
fluctuations and devaluation, currency restrictions, local laws and
restrictions and possible social, political and economic instability; and other
economic, financial and regulatory factors beyond the Companys control. See
the discussions elsewhere in this Form 10-Q, including under the heading
Certain Risks That May Affect Our Future Results, for more information. In
some cases, you can identify forward-looking statements by the use of
terminology such as may, will, expects, plans, anticipates,
estimates, potential, believes, can impact, continue, or the negative
thereof or other comparable terminology.

We undertake no obligation to update forward-looking statements to reflect
subsequent events, changed circumstances, or the occurrence of unanticipated
events.

Overview

Founded in 1958, Trio-Tech International provides third-party semiconductor
testing and burn-in services primarily through its laboratories in Southeast
Asia. At or from its facilities in California and Southeast Asia, the Company
also designs, manufactures and markets equipment and systems used in the
testing and production of semiconductors and distributes semiconductor
processing and testing equipment manufactured by others.

During the quarter ended September 30, 2002, total assets decreased by $106
from $19,075 at June 30, 2002 to $18,969 at September 30,
2002. The accounts
receivable turnover index (defined as quarterly net sales divided by ending
accounts receivable, multiplied by 4) was 5.15 at September 30, 2002, compared
with 4.83 at June 30, 2002 and 4.91 at September 30, 2001 reflecting, in the
Companys estimation, a greater emphasis on the collection of receivables.
Although receivables increased by $449 compared to the balance at June 30,
2002, and increased by $415, or 10%, versus the comparable period last year,
sales at September 30, 2002 also increased, 15.2% compared to the same period
last year, resulting in the improvement in accounts receivable turns. The
inventory turnover index (defined as quarterly factory cost excluding
non-recurring costs divided by ending inventory, multiplied by 4) was 20.23 at
September 30, 2002, down from 27.61 at June 30, 2002, and up from 8.07 at
September 30, 2001. Inventories declined $194 versus June 30, 2002, and
declined by $1,182 compared with September 30, 2001. The increase of inventory
turnover since last year reflects an inventory write down of $511. In addition
cash, short-term deposits and investments in marketable securities decreased by
$684 which was offset by the net additions to property, plant and equipment.

Total debt at September 30, 2002 was $8,088, reflecting a $53 decrease from
June 30, 2002. As of September 30, 2002, total debt (excluding minority
interest) was 94.4 percent of total capital, compared with 94.5 percent at June
30, 2002. The companys believes its strong cash position provides ready and
ample access to funds in the global capital markets. The companys available
short-term lines of credit have not materially changed since June 30, 2002.

The following table sets forth our revenue components for the three months
ended September 30, 2002 and 2001 respectively.

10



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##### Table of Contents



Revenue Components

|           |               |  |                     |        |          |  |  |        |  
|---------- | ------------- |  | ------------------- | ------ | -------- |  |  | ------ | -
|           |               |  | Three Months Ending
|           |               |  |                    
|           |               |  | Sep. 30,            |        | Sep. 30,
|           |               |  | 2002                |        | 2001    
|           |               |  |                     |        |         
|Net Sales: |               |  |                     |        |          |  |  |       
|          
|          
|          
|          
|           | Testing       |  |                     | 43.34  | %        |  |  | 44.56  | %
|          
|          
|          
|          
|           | Manufacturing |  |                     | 29.50  |          |  |  | 28.60  |  
|          
|          
|          
|          
|           | Distribution  |  |                     | 27.16  |          |  |  | 26.84  |  
|           |               |  |                     |        |          |  |  |        |  
|           | Total         |  |                     | 100.00 | %        |  |  | 100.00 | %
|           |               |  |                     |        |          |  |  |        |  

Geographically, we operate in the United States, Singapore, Malaysia, Thailand,
and Ireland. Our customers are mainly concentrated in Southeast Asia and they
are either semiconductor chip manufacturers or testing facilities (who purchase
our testing equipment.).

Our cost of sales is made up of the cost of materials used, obsolescence costs,
labor, depreciation, utilities (which is the major component of consumption for
testing services), and overhead relating to manufacturing, testing and
distribution.

Our expenses can be classified into three general categories: selling expense,
general and administrative expense, and research and development expense.
Selling expenses include expenses for payroll and payroll taxes for employees
working in the selling department, advertising, insurance, utilities and other
expenses directly related to selling activities. General and administrative
expenses include management payroll, property taxes, rental expense,
depreciation of fixed assets used by the management function, utilities,
employee fringe benefits, office supplies, travel and entertainment,
professional expense, outside services and other expenses related to management
and administration processes. Research and development expense includes
payroll and payroll tax, travel, and any other expenses that are directly
related to the research activities.

Critical Accounting Policies

In response to the SECs Release No. 33-8040, Cautionary Advice Regarding
Disclosure About Critical Accounting Policy, the Company identified the most
critical accounting principles upon which its financial status depends. The
Company determined the critical accounting principles to be related to the use
of estimates, inventory valuation, revenue recognition, income tax and
impairment of intangibles and other long-lived assets. The Company states these
accounting policies in the relevant sections in this managements discussion
and analysis, including the Recent Accounting Pronouncements discussed below.

Use of Estimates

The Companys financial statements have been prepared in accordance with
accounting principles generally accepted in the United States, which require us
to make estimates and judgments that significantly affect the reported amounts
of assets, liabilities, revenues and expenses and related disclosure of
contingent assets and liabilities. The Company regularly evaluates these
estimates, including those related to inventory valuation, revenue
recognition and income taxes. These estimates are based on historical
experience and on assumptions that are believed by management to be reasonable
under the circumstances. The most important estimates included in the interim
financial statements are the allowance for doubtful accounts, provision for
inventory obsolescence, the estimated useful life of long-lived assets, and
valuation allowance for deferred tax assets. Actual results may differ
materially from these estimates, which may impact the carrying values of assets
and liabilities.

Inventory Valuation

We value our inventories at the lower of cost or market. We write down
inventories for unsalable, excess or obsolete raw materials, work-in-process
and finished goods by charging such write-downs to cost of sales. In addition
to write-downs based on newly introduced parts, statistical and judgmental
assessments are calculated for the remaining inventory based on salability and
obsolescence.

Revenue Recognition

Revenue from product sales made to customers is recognized when the risk of
loss for the product sold passes to the customer and any right of return can be
quantified, which is generally when goods are shipped or upon the completion of
services. The Company estimates an allowance for sales returns based on
historical experience with product returns. Testing revenue is recognized when
the services are provided.

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##### Table of Contents



Income Tax

We account for income taxes in accordance with Statement of Financial
Accounting Standards No 109, Accounting for Income Taxes (SFAS No. 109).
SFAS No. 109 requires an entity to recognize deferred tax liabilities and
assets. Deferred tax assets and liabilities are recognized for the future tax
consequence attributable to the difference between the tax bases of assets and
liabilities and their reported amounts in the financial statements. Deferred
tax assets and liabilities are measured using the enacted tax rate expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
included the enactment date.

Our foreign subsidiaries are subject to income taxes in the regions where they
operate. Because of the different income tax jurisdictions, the taxable income
generated in foreign countries will not offset the net loss generated in the
U.S. Therefore, we always incur certain income tax expenses in any fiscal
year.

For US income tax purposes, no provision has been made for US taxes on
undistributed earnings of overseas subsidiaries, with which the Company intends
to continue to reinvest. It is not practicable to estimate the amount of
additional tax that might be payable on the foreign earnings if they were
remitted as dividends, were lent to the Company, or if the Company should sell
its stock in the subsidiary. However, the Company believes that US foreign tax
credits and net operating losses available would substantially eliminate any
additional tax effects.

Impairment of Long-Lived Assets

Effective July 1, 2002, we adopted the provisions of Statement of Financial
Accounting Standard No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets (SFAS No. 144). SFAS No. 144 requires that long-lived
assets be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable through
the estimated undiscounted cash flows expected to result from the use and
eventual disposition of the assets. Whenever any such impairment exists, an
impairment loss will be recognized for the amount by which the carrying value
exceeds the fair value.

Comparison of Three Months Ended September 30, 2002 (2003) and September 30, 2001 (2002)

Sales

Net sales increased by $779 or 15.2% from $5,136 in 2002 to $5,915 in 2003, as
forecasted and supported by the improved backlog in the prior quarter. However,
due to the slow recovery of the semiconductor industry, we anticipate that the
second quarter will be lower or equivalent to quarter one as indicated by our
quarterly backlog graph.backlog

Geographically, net sales into and within the United States decreased $44 or
2.3% from $1,952 in 2002 to $1,908 in 2003. The decrease was attributable to a
downturn in sales of the Artic Temperature Controlled Chucks and wet process
benches. Net sales within Southeast Asia increased $1,157 or 44.2% from $2,618
in 2002 to $3,775 in 2003 mainly due to increased testing volumes. Net sales
for Europe decreased $327 or 57.2% from $572 in 2002 to $245 in 2003. This
decrease was due primarily to a decline in demand for testing services, which
occurred when several large customers moved from Europe to Southeast Asia. We
have managed to recapture some of this business in Southeast Asia due to the
fact that our testing services were already established in regions to where the
customers relocated.

The Manufacturing Segment sales increased $277 or 18.9% from $1,468 in 2002 to
$1,745 in 2003 despite conservative capital spending by OEMs for the Artic
Temperature Controlled Chunks, wet process benches and the COBIS-II Burn-in
Board Systems. The Testing Services Segment sales, Company-wide, increased
$275 or 12% from $2,289 in 2002 to $2,564 in 2003. The downturn in global
economic conditions has created a tough and competitive environment, however,
even in this environment our Testing Segment

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continues to secure contracts for
its newly developed Burn-in technology in its new facilities in Singapore. The
Distribution Segment sales increased $227 or 16.5% from $1,379 in 2002 to
$1,606 in 2003. This segment is dependent on the capital expenditure plans of
our customers, which we believe remains weak.

Cost of Sales

The Companys cost of sales varies depending on the mix of sector and
geographic sales and increased $130 or 3.2% from $4,041 in 2002 to $4,171 in
2003. As a percentage of sales, the cost of sales decreased 8.2% from 78.7% in
2002 to 70.5% in 2003. This decrease in cost of sales, as a percentage of
sales, was mainly due to the slight increase in sales, change in the sales and
product mix and the reduction of depreciation due to the impairment of assets
recorded in fiscal year 2002.

Operating Expenses

Operating expenses increased by $190 or 12.6% from $1,513 in 2002 to $1,703 in
2003. As a percentage of total revenue, our operating expenses in 2003
decreased from 29.5% in 2002 to 28.8% in 2003, due mainly to the increase in
our total revenue.

General and Administrative

General and Administrative (G&A) expenses increased by $101 or 8.5% from
$1,182 in 2002 to $1,283 in 2003 as some operations are resuming to their
normal work week and bonuses are being accrued for operations that continue to
achieve results above budgets. As a percentage of sales, G&A decreased by 1.3%
from 23% in 2002 to 21.7% in 2003 due to cost-cutting measures which consisted
of (1) reducing headcount and related expenses such as payroll and
payroll-related costs such as bonuses which has been accomplished through
layoffs, reduction in management, salary reductions and periodical closures in
fiscal year ended June 30, 2002, (2) reducing plant capacity by moving to
smaller facilities and (3) reducing insurance, travel and other miscellaneous
expenses.

Selling Expenses

Selling expenses decreased by $3 or 1% from $284 in 2002 to $281 in 2003 due to
the restructuring of volume-related expenses such as commissions. As a
percentage of sales, selling expenses decreased 0.8% from 5.5% in 2002 to 4.7%
in 2003 due to certain fixed cost elements included in selling expenses.

Research and Development

Research and Development decreased by $20 or 42.5% from $47 in 2002 to $27 in
2003. This decrease is primarily due to managements decision to limit research
and development on its Automated Wet Benches and Artic Thermal Chucks.

Loss on Sale of Property, Plant and Equipment

The loss on sale of property, plant and equipment increased by $112 from $0 in
2002 to a loss of $112 in 2003 due to a loss on disposal of assets, mainly in
Singapore.

Income (Loss) from Operations

For segment reporting purposes, the loss from operations in our manufacturing
segment decreased by $512 or 79.8% from a loss of $642 in 2002 to a loss of
$130 in 2003, due to cost-cutting measures which consisted of (1) reducing
headcount and related expenses such as payroll and payroll-related costs such
as bonuses which has been accomplished through layoffs, reduction in
management, shortened work weeks, salary reductions and periodical closures (2)
reducing plant capacity by moving to smaller facilities (3) the reduction of
depreciation due to the impairment of assets recorded in fiscal year 2002, and
(4) reducing insurance, travel and other miscellaneous expenses.

Income from operations in our Testing Services Segment increased by $60 or
26.5% from $226 in 2002 to $286 in 2003 due to the rapid implementation of cost
saving measures during a decline in demand.

Income (loss) from operations in our distribution segment decreased by $66 from
income of $29 in 2002 to a loss of $37 in 2003 due to the tough and competitive
environment, which changed our product mix.

Corporate operating loss increased from an operating loss of $31 in 2002 to an
operating loss of $78 in 2003 due to the change in allocation percentage being
charged on sales volumes.

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Interest Expense

Interest expense remained level at $51 for both 2002 and 2003, respectively, as
a result of lower interest rates even though borrowings under the line of
credit, long-term debt and capitalized leases increased by $1,002.

Other Income

Other income increased by $40 or 41.7% from $96 in 2002 to $136 in 2003. Other
income during 2003 was made up mainly of (1) interest income of $23, (2) rental
income of $19, (3) gain on disposal on marketable securities of $49, dividend
income of $10, and other miscellaneous income of $35. The increase in other
income from 2002 to 2003 was mainly due to the gain on disposal of marketable
securities

Income Tax

Current income tax expense for 2003 was approximately $68, an increase of $26,
or 61.9%, compared to the current income tax expense of $42 for 2002. The
increase in current income tax expense for 2003 was due mainly to the net
income of $277 generated in Singapore compared to $229 in 2002, representing an
increase of $48, offset by the net loss of $65 which was incurred in Ireland
for 2003 resulting in income before income taxes of $212 generated by
operations conducted in foreign countries.

Regarding the deferred portion of income tax expense, we incurred a deferred
income tax expense of $0 in Singapore for 2003 compared to a deferred income
tax expense of $19 available in Singapore for 2002. The deferred income tax
expense in 2002 arose as a result of the temporary differences related to the
recording of depreciation expense for book and tax purposes.

Because the net loss incurred in the U.S did not offset the taxable income in
Singapore and Malaysia, we still incurred a total income tax expense of $68 for
2003 compared to a total income tax expense of $42 for 2002.

Net Income (Loss)

As a result of all of the factors analyzed above, the net income attributable
to common shares for the quarter ended September 30, 2002 was approximately
$56, which represented an increase of $456 from a net loss of approximately
$400 attributed to common shares for the quarter ended September 30, 2001, a
114% change. Consequently, basic income per share for the quarter ended
September 30, 2002 increased to earnings of $0.02 per share, from a basic loss
per share of $0.14 in 2002, which represented a change of $0.16 from net loss
to net income, a 114% change. Diluted income per share for 2003 was $0.02 per
share, an increase of $0.16 per share from diluted loss per share of $0.14 for
2002.

Liquidity and Capital Resources

We had working capital (defined as current assets minus current liabilities) of
approximately $6,145 for the period ended September 30, 2002, which represented
a decrease of approximately $774 compared with working capital of $6,919 as of
June 30, 2002, a 11.2% decrease. Historically, the Company had positive
working capital for the eight fiscal years prior to the fiscal year ended June
30, 2002. We believe that the Company has the ability to maintain positive
working capital in the near future.

The Companys credit rating provides ready and ample access to funds in global
capital markets. At September 30, 2002, the Company had available short-term
lines of credit totaling $7,610 of which $6,731 was unused.

|                           |  |                  |                |              |                |   |  |   |       |   |       |   |       |   |       | 
|-------------------------- |  | ---------------- | -------------- | ------------ | -------------- | - |  | - | ----- | - | ----- | - | ----- | - | ----- | 
|Entity with Facility       |  | Type of facility | Interest Rates | Credit Limit | Unused portion
|                           |  |                  |                |              |               
|Trio-Tech Malaysia         |  | Line of Credit   |                |              | 6.97           | % |  | $ | 38    |   |       | $ | 38    |  
|                          
|                          
|                          
|                          
|Trio-Tech Bangkok          |  | Line of Credit   |                |              | 9.50           | % |  |   | 46    |   |       |   | 46    |  
|                          
|                          
|                          
|                          
|Trio-Tech Singapore        |  | Line of Credit   |                |              | 7.00           | % |  |   | 2,529 |   |       |   | 2,303 |  
|                          
|                          
|                          
|                          
|Trio-Tech Singapore        |  | Line of Credit   |                |              | 6.25           | % |  |   | 4,497 |   |       |   | 4,044 |  
|                          
|                          
|                          
|                          
|Trio-Tech International ** |  | Line of Credit   |                |              | 5.75           | % |  |   | 500   |   |       |   | 300   |  
|                           |  |                  |                |              |                |   |  |   |       |   |       |   |       |   |       | 
|                           |  |                  |                |              |                |   |  |   |       | $ | 7,610 |   |       | $ | 6,731 | 
|                           |  |                  |                |              |                |   |  |   |       |   |       |   |       |   |       | 

**    The above line of credit ($500 used and $300 unused at September 30, 2002)
available to Trio-Tech International in the U.S. expired in December 2001. We
applied to renew this line of credit with a commercial bank and the bank is
still in the document processing stage as of the reporting date.

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Even though the Company had suffered a significant net loss in the fiscal
year ended June 30, 2002, management of the Company still believes that the
Company has the economic wherewithal to satisfy its cash needs for the next
twelve months plus one day as a going concern business. Managements belief is
based, in part, on the following: (1) we have a fixed cash deposit of
approximately $5.7 million (of which approximately $5.1 million is available
immediately); (2) we had backlog of $4,945 as of September 30, 2002; (3) our
accounts receivable turnover ratio is approximately 5.15 times per year (71
days of sales in accounts receivable) in 2003; (4) our financing facilities
available as of September 30, 2002 were approximately $6.7 million upon which
we are able to draw at any time; and (5) our efforts during the fiscal year
ended June 30, 2002, to cut costs and expenses, were effective. These cost
cutting measures consisted of (1) reducing headcount and related expenses such
as payroll and payroll-related costs such as bonuses which has been
accomplished through layoffs, reduction in management, shortened work weeks,
salary reductions and periodical closures, (2) reducing plant capacity by
moving to smaller facilities and (3) reducing insurance, travel and other
miscellaneous expenses. We anticipate that the costs and expenses in fiscal
year 2003 will be lower than those during fiscal year 2002 and, accordingly,
cash disbursement needs should be lower also. However, we cannot provide any
assurance that costs and expenses in 2003 or thereafter will not be higher than
those in 2002.

Net cash provided by operating activities during the quarter ended September
30, 2002 was $967 compared to net cash of $482 used in operating activities
during the quarter ended September 30, 2001. The change of approximately
$1,449 or 300.6% reflects our efforts in cost reduction and our response to the
economic downturn and decrease in capital investment demand from the
semiconductor industry. The $967 of net cash provided by operating activities
in 2003 was primarily attributable to net income of $56 and an increase of $571
in accounts payable and accrued liabilities. The cash flow from our inventory
was $218 compared to $84 used in 2002 reflecting the fact that our inventory
turnover is increasing. The $193 of cash provided by other receivables pertains
to down payments for construction-in-progress. The $112 for the loss on the
sale of property plant and equipment was from the disposal of
obsolete equipment. The cash used from our accounts receivable in 2003 was $426 compared
to $250 provided in 2002, a change of 270.4% reflecting the fact that our
accounts receivable in 2003 increased along with total revenue.

Net cash used in investing activities during 2003 was $644 compared to $620
provided by investing activities in 2002. The change was a swing of $1,264, or
203.8%. The net cash provided by investing activities was due mainly to the
decrease of $142 in short-term deposits, compared to the decrease in short-term
deposits of $807 in 2002, reflecting a change of $665 or 82.4%. In 2003, our
capital expenditures were $975 which related to the investment in the testing
segment in Southeast Asia. Compared to the capital expenditure of $209 in
2002, we increased our investment by $766 or by 366.5% as a result of
expenditures needed to maintain technology required to keep the current
customer base in the ever changing test market. We decreased our investment
in marketable securities by $170 in 2003 comparing to $0 in 2002.

Net cash used in financing activities during 2003 was $638, reflecting an
increase of $459 or 256.4% compared to $179 used in financing activities during
2002. The cash outflow in financing activities included $779 of payments on
lines of credit, long-term debts and capital lease obligations which was offset
by a cash inflow of $141 from additional borrowing under lines of credit and
long term debt. In 2002 proceeds under long-term debt borrowings and the lines
of credit were $129 compared to payments on lines of credit, long-term debt and
capitalized lease obligations of $308.

Approximately $894 of cash deposits are held in the Companys 55% owned
Malaysian subsidiary. $376 of this cash is denominated in the currency of
Malaysia. Out of the $376, $194 is currently available for movement, as
authorized by the Central Bank of Malaysia. There are additional amounts
available as dividends (after making deductions for income tax) pursuant to
Malaysian regulations in force from July 1, 2000.

Recently Issued Accounting Pronouncements

Effective July 1, 2002, we adopted Statement of Financial Accounting Standards
(SFAS), No. 141, Business Combinations, and SFAS No. 142, Goodwill and
Other Intangible Assets. SFAS No. 141 replaces Accounting Principles Board
Opinion No. 16 (APB No. 16), Business Combination, and eliminates
pooling-of-interests accounting prospectively. It also provides guidance on
purchase accounting related to the recognition of intangible assets and
accounting for negative goodwill. SFAS No. 142 changes the accounting for
goodwill from an amortization method to an impairment-only approach.
The adoption of SFAS No. 141 and No. 142 did not have significant impact
on our financial statements. During the year ended June 30, 2002, the Company
wrote off all of the outstanding balance of approximately $393 of goodwill.
During the three months ended September 30, 2002 and 2001, goodwill
amortization totaled approximately $0 and $8.

Effective July 1, 2002 we adopted Financial Accounting Standard Board issued
Statement of Financial Accounting Standards, No. 143, Accounting for Asset
Retirement Obligations, (SFAS No. 143). SFAS No. 143 requires that any
legal obligation related to the retirement of long-lived assets be quantified
and recorded as a liability with the associated asset retirement cost
capitalized on the balance sheet in the period it is incurred when a reasonable
estimate of the fair value of the liability can be made. The adoption of SFAS
No. 143 did not have significant impact on our consolidated financial
statements.

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Effective July 1, 2002 we adopted Statement of Financial Accounting Standards
No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections (SFAS
No. 145). SFAS No. 145
eliminates the current requirement that gains and losses on debt extinguishment
must be classified as extraordinary items in the income statement. Instead,
such gains and losses will be classified as extraordinary items only if they
are deemed to be unusual and infrequent, in accordance with the current GAAP
criteria for extraordinary classification. In addition, SFAS 145 eliminates an
inconsistency in lease accounting by requiring that modifications of capital
leases that result in reclassification as operating leases be accounted for
consistent with sale-leaseback accounting rules. The statement also contains
other nonsubstantive corrections to authoritative accounting literature. The
adoption of SFAS No 145 did not have significant impact on our consolidated
financial statements.

In June 2002, Financial Accounting Standard Board issued SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal Activities, which
addresses accounting for restructuring and similar costs. SFAS No. 146
supersedes previous accounting guidance, principally Emerging Issues Task Force
(EITF) Issue No. 94-3. SFAS No. 146 requires that the liability for costs
associated with an exit or disposal activity be recognized when the liability
is incurred. Under EITF No. 94-3, a liability for an exit cost was recognized
at the date of a companys commitment to an exit plan. SFAS No. 146 also
establishes that the liability should initially be measured and recorded at
fair value. Accordingly, SFAS No. 146 may affect the timing of recognizing
future restructuring costs as well as the amount recognized. The provisions of
SFAS 146 are to be applied prospectively to exit or disposal activities
initiated after December 31, 2002. The Company does not expect that the
adoption of this standard will have any immediate effect on its consolidated
financial statements.




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk. We do not use derivative financial instruments in our
investment portfolio. Our investment portfolio is generally comprised of cash
deposits. Our policy is to place these investments in instruments that meet
high credit quality standards. These securities are subject to interest rate
risk, and could decline in value if interest rates fluctuate and thus subject
us to market risk due to those fluctuations. Due to the short duration and
conservative nature of our investment portfolio, we do not expect any material
loss with respect to our investment portfolio.

The outstanding aggregate interest rate on loans to us and on our lines of
credit range from 5.75% to 7.25% per annum. As of September 30, 2002, the
outstanding principal balance on these loans was approximately $2,102. These
interest rates are subject to change and we cannot predict any increase or
decrease in rates, if any.

Foreign Currency Exchange Rate Risk. Although the majority of our sales, cost
of manufacturing and marketing are transacted in U.S. dollars, significant
portions of our revenues are denominated in Singapore, Malaysian and other
currencies. Consequently, a portion of our costs, revenues and operating
margins may be affected by fluctuations in exchange rates, primarily between
the U.S. Dollar and such foreign currencies. We are also affected by
fluctuations in exchange rates if there is a mismatch between our foreign
currency denominated assets and liabilities. Foreign currency adjustments
resulted in a decrease of $118 and an increase of $129 to shareholders equity
for three months ended September 30, 2002 and 2001, respectively.

We try to reduce our risk of foreign currency fluctuations by purchasing
certain equipment and supplies in U.S. Dollars and seeking payment, when
possible, in U.S. Dollars. However, we may not be successful in our attempts
to mitigate our exposure to exchange rate fluctuations. Those fluctuations
could have a material adverse effect on the Companys financial results.




ITEM 4. CONTROLS AND PROCEDURES

Within the 90-day period prior to the filing of this report, an evaluation was
carried out by the Companys Chief Executive Officer and Chief Financial
Officer of the effectiveness of the Companys disclosure controls and
procedures (as defined in Rule 13a-14(c) under the Securities Exchange Act of
1934). Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that these disclosure controls and procedures were
adequate and effective to ensure that material information relating to the
Company and its consolidated subsidiaries would be made known to them by others
within these entities, particularly during the period in which this quarterly
report on Form 10-Q was being prepared. No significant changes were made in the
Companys internal controls or in other factors that could significantly affect
these controls subsequent to the date of their evaluation, nor were there any
significant deficiencies or material weaknesses in such disclosure controls and
procedures requiring corrective actions, nor were any corrective actions taken.

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TRIO-TECH INTERNATIONAL
PART II. OTHER INFORMATION




Item 1. Legal Proceedings

Not applicable




Item 2. Changes in Securities and Use of Proceeds

Not applicable




Item 3. Defaults Upon Senior Securities

Not applicable




Item 4. Submission of Matters to Vote of Security Holders

Not applicable




Item 5. Other Information

Not applicable




Item 6. Exhibits and reports on Form 8-K

(a)  Exhibits



| | 99.1 |  | Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002  Chief
Executive Officer.                                                      
| | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 99.2 |  | Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002  Chief
Financial Officer.                                                      
|
| | (b)  |  | Reports on Form 8-K                                                                                                                                                                                    
|
| |      |  | The Registrant filed the following reports on Form 8-K with the Securities
and Exchange Commission during the first quarter of fiscal 2003:                                                            
|
| |      |  | On July 3, 2002, the Company filed a current report on Form 8-K,
with June 28, 2002 as the date of the earliest event reported, with
respect to Item 4. Changes in Registrants
Certifying Accountant




SIGNATURES

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

| |  |                                                                                                                                           
| |  | ------------------------------------------------------------------------------------------------------------------------------------------
| |  | TRIO-TECH INTERNATIONAL                                                                                                                   
|
| |  |                                                                                                                                           
|
| |  | By: /s/ Victor H.M. Ting
       ______________________
VICTOR H.M. TING
Vice President and
Chief Financial Officer
Dated: November 8, 2002

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CERTIFICATIONS

I, S.W. Yong, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Trio-Tech
International;

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

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

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

November 8, 2002

/s/ S.W. YONG      
____________________
S.W. Yong
President and Chief Executive Officer

I, Victor H.M. Ting, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Trio-Tech
International;

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

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

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and

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b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6. The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

November 8, 2002

/s/ VICTOR H.M. TING      
_______________________
Victor H.M. Ting
Vice-President and Chief Financial Officer

19