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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended                March 31, 2002




or

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

to

Commission File Number: 001-8988

ECC International Corp.

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(Exact name of registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 23-1714658                          
|                                                              
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               |  |                                     
|2001 West Oak Ridge Road, Orlando, FL                          |  | 32809-3803                          
|                                                              
|(Address of principal executive offices)                       |  | (Zip Code)                          

(407) 859-7410

---

(Registrants telephone number, including area code)


Not Applicable

---

(Former name, former address and former fiscal year, if changed since last report)


Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve 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.

[X] Yes [  ] No

As of May 10, 2002
there were 7,836,844 shares of the Registrants
Common Stock, $.10 par value per share, outstanding.



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TABLE OF CONTENTS



|                             |                                                                                              |                                       |  |  |  |  |  | 
|---------------------------- | -------------------------------------------------------------------------------------------- | ------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL STATEMENTS
|                             | ITEM 1. FINANCIAL STATEMENTS                                                                
|                             |                                                                                              | CONSOLIDATED STATEMENTS OF OPERATIONS
|                             |                                                                                              | CONSOLIDATED STATEMENTS OF OPERATIONS
|                             |                                                                                              | CONSOLIDATED BALANCE SHEETS          
|                             |                                                                                              | CONSOLIDATED STATEMENTS OF CASH FLOWS
|                             |                                                                                              | CONSOLIDATED STATEMENTS OF CASH FLOWS
|                             | ITEM 2.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                             | ITEM 3. Quantitative and Qualitative Disclosures About Market Risk                          
|PART II. OTHER INFORMATION  
|                             | ITEM 5. OTHER INFORMATION                                                                   
|SIGNATURES                  



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PART I. FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS
ECC INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
NINE MONTHS ENDED MARCH 31, 2002 AND 2001
(In Thousands Except Per Share Data)
(Unaudited)

|                                                 |                                      |                              |        |             |       |             |        |       |       |  
|------------------------------------------------ | ------------------------------------ | ---------------------------- | ------ | ----------- | ----- | ----------- | ------ | ----- | ----- | -
|                                                 |                                      |                              |        | Nine Months |       | Nine Months
|                                                 |                                      |                              |        | Ended       |       | Ended      
|                                                 |                                      |                              |        | 3/31/02     |       | 3/31/01    
|                                                 |                                      |                              |        |             |       |            
|Sales                                            |                                      | $                            | 22,035 |             |       | $           | 20,768 |      
|Cost of Sales                                    |                                      |                              | 14,998 |             |       |             | 17,352 |      
|                                                 |                                      |                              |        |             |       |             |        |      
|Gross Profit                                     |                                      |                              | 7,037  |             |       |             | 3,416  |      
|                                                 |                                      |                              |        |             |       |             |        |      
|Expenses:                                        |                                      |                              |        |             |       |             |        |      
|                                                 | Selling, General & Administrative    |                              |        | 4,574       |       |             |        | 6,755 |      
|                                                 | Independent Research and Development |                              |        | 1,201       |       |             |        | 537   |      
|                                                 |                                      |                              |        |             |       |             |        |      
|                                                 |                                      | Total Expenses               |        |             | 5,775 |             |        |       | 7,292 |  
|                                                 |                                      |                              |        |             |       |             |        |      
|Operating Income/(Loss)                          |                                      |                              | 1,262  |             |       |             | (3,876 | )    
|                                                 |                                      |                              |        |             |       |             |        |      
|Other Income/(Expense):                          |                                      |                              |        |             |       |             |        |      
|                                                 | Interest Income                      |                              |        | 171         |       |             |        | 59    |      
|                                                 | Interest Expense                     |                              |        | (132        | )     |             |        | (275  | )    
|                                                 | Other  Net                          |                              |        | 58          |       |             |        | 145   |      
|                                                 |                                      |                              |        |             |       |             |        |      
|                                                 |                                      | Total Other Income/(Expense) |        |             | 97    |             |        |       | (71   | )
|                                                 |                                      |                              |        |             |       |             |        |      
|Income/(Loss) Before Income Taxes                |                                      |                              | 1,359  |             |       |             | (3,947 | )    
|(Benefit)/Provision for Income Taxes             |                                      |                              | (215   | )           |       |             | 120    |      
|                                                 |                                      |                              |        |             |       |             |        |      
|Net Income/(Loss)                                |                                      | $                            | 1,574  |             |       | $           | (4,067 | )    
|                                                 |                                      |                              |        |             |       |             |        |      
|Income/(Loss) Per Common Share                   |                                      |                              |        |             |       |             |        |      
|Basic and Diluted:                               |                                      |                              |        |             |       |             |        |      
|Net Income/(Loss) Per Common Share-Basic/Diluted |                                      | $                            | 0.20   |             |       | $           | (0.49  | )    
|                                                 |                                      |                              |        |             |       |             |        |      

See accompanying notes to the
consolidated financial statements.

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| |  |  | 
| |  |  | 

ECC INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2002 AND 2001
(In Thousands Except Per Share Data)
(Unaudited)

|                                                 |                                      |                              |       |              |       |              |        |       |       |  
|------------------------------------------------ | ------------------------------------ | ---------------------------- | ----- | ------------ | ----- | ------------ | ------ | ----- | ----- | -
|                                                 |                                      |                              |       | Three Months |       | Three Months
|                                                 |                                      |                              |       | Ended        |       | Ended       
|                                                 |                                      |                              |       | 3/31/02      |       | 3/31/01     
|                                                 |                                      |                              |       |              |       |             
|Sales                                            |                                      | $                            | 9,139 |              |       | $            | 5,749  |      
|Cost of Sales                                    |                                      |                              | 5,995 |              |       |              | 4,886  |      
|                                                 |                                      |                              |       |              |       |              |        |      
|Gross Profit                                     |                                      |                              | 3,144 |              |       |              | 863    |      
|                                                 |                                      |                              |       |              |       |              |        |      
|Expenses:                                        |                                      |                              |       |              |       |              |        |      
|                                                 | Selling, General & Administrative    |                              |       | 1,410        |       |              |        | 2,444 |      
|                                                 | Independent Research and Development |                              |       | 320          |       |              |        | 305   |      
|                                                 |                                      |                              |       |              |       |              |        |      
|                                                 |                                      | Total Expenses               |       |              | 1,730 |              |        |       | 2,749 |  
|                                                 |                                      |                              |       |              |       |              |        |      
|Operating Income/(Loss)                          |                                      |                              | 1,414 |              |       |              | (1,886 | )    
|                                                 |                                      |                              |       |              |       |              |        |      
|Other Income/(Expense):                          |                                      |                              |       |              |       |              |        |      
|                                                 | Interest Income                      |                              |       | 137          |       |              |        | 2     |      
|                                                 | Interest Expense                     |                              |       | (44          | )     |              |        | (170  | )    
|                                                 | Other  Net                          |                              |       | 12           |       |              |        | (1    | )    
|                                                 |                                      |                              |       |              |       |              |        |      
|                                                 |                                      | Total Other Income/(Expense) |       |              | 105   |              |        |       | (169  | )
|                                                 |                                      |                              |       |              |       |              |        |      
|Income/(Loss) Before Income Taxes                |                                      |                              | 1,519 |              |       |              | (2,055 | )    
|(Benefit)/Provision for Income Taxes             |                                      |                              | (215  | )            |       |              |       |      
|                                                 |                                      |                              |       |              |       |              |        |      
|Net Income/(Loss)                                |                                      | $                            | 1,734 |              |       | $            | (2,055 | )    
|                                                 |                                      |                              |       |              |       |              |        |      
|Income/(Loss) Per Common Share -                 |                                      |                              |       |              |       |              |        |      
|Basic and Diluted:                               |                                      |                              |       |              |       |              |        |      
|Net Income/(Loss) Per Common Share-Basic/Diluted |                                      | $                            | 0.22  |              |       | $            | (0.26  | )    
|                                                 |                                      |                              |       |              |       |              |        |      

See accompanying notes to the consolidated financial statements.

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ECC INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands)

|                                    |                                                                             |                      |        |             |        |           |        |       |        | 
|----------------------------------- | --------------------------------------------------------------------------- | -------------------- | ------ | ----------- | ------ | --------- | ------ | ----- | ------ | 
|                                    |                                                                             |                      |        | (Unaudited) |        | (Audited)
|                                    |                                                                             |                      |        | 3/31/02     |        | 6/30/01  
|                                    |                                                                             |                      |        |             |        |          
|ASSETS                              |                                                                             |                      |        |             |        |           |        |      
|Current Assets:                     |                                                                             |                      |        |             |        |           |        |      
|                                    | Cash                                                                        |                      | $      | 1,653       |        |           | $      | 39    |       
|                                    | Accounts Receivable                                                         |                      |        | 5,428       |        |           |        | 4,521 |       
|                                    | Costs
and Estimated Earnings in Excess
of Billings on Uncompleted Contracts |                      |        | 7,631       |        |           |        | 8,283 |       
|                                    | Inventories                                                                 |                      |        | 1,070       |        |           |        | 1,154 |       
|                                    | Prepaid Expenses and Other                                                  |                      |        | 351         |        |           |        | 307   |       
|                                    |                                                                             |                      |        |             |        |           |        |      
|                                    |                                                                             | Total Current Assets |        |             | 16,133 |           |        |       | 14,304 | 
|                                    |                                                                             |                      |        |             |        |           |        |      
|Property, Plant and Equipment  Net |                                                                             |                      | 12,188 |             |        |           | 13,352 |      
|Other Assets                        |                                                                             |                      | 5      |             |        |           | 116    |      
|                                    |                                                                             |                      |        |             |        |           |        |      
|                                    |                                                                             | Total Assets         |        | $           | 28,326 |           |        | $     | 27,772 | 
|                                    |                                                                             |                      |        |             |        |           |        |      

Continued...

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ECC INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
(In Thousands Except Share and Per Share Data)

|                                   |                                                                                                                                            |                                          |    |             |        |           |    |        |        | 
|---------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------- | -- | ----------- | ------ | --------- | -- | ------ | ------ | 
|                                   |                                                                                                                                            |                                          |    | (Unaudited) |        | (Audited)
|                                   |                                                                                                                                            |                                          |    | 3/31/02     |        | 6/30/01  
|                                   |                                                                                                                                            |                                          |    |             |        |          
|                                   |                                                                                                                                            |                                          |    |             |        |          
|LIABILITIES & STOCKHOLDERS EQUITY |                                                                                                                                            |                                          |    |             |        |           |    |       
|Current Liabilities:               |                                                                                                                                            |                                          |    |             |        |           |    |       
|                                   | Current Portion of Long-Term Debt                                                                                                          |                                          | $  |            |        |           | $  | 157    |       
|                                   | Accounts Payable                                                                                                                           |                                          |    | 1,304       |        |           |    | 1,829  |       
|                                   | Accrued Expenses and Other                                                                                                                 |                                          |    | 1,597       |        |           |    | 1,927  |       
|                                   |                                                                                                                                            |                                          |    |             |        |           |    |       
|                                   |                                                                                                                                            | Total Current Liabilities                |    |             | 2,901  |           |    |        | 3,913  | 
|                                  
|Deferred Income Taxes              |                                                                                                                                            |                                          | 61 |             |        |           | 61 |       
|Other Long-Term Liabilities        |                                                                                                                                            |                                          |   |             |        |           | 26 |       
|                                   |                                                                                                                                            |                                          |    |             |        |           |    |       
|                                   |                                                                                                                                            | Total Liabilities                        |    |             | 2,962  |           |    |        | 4,000  | 
|                                   |                                                                                                                                            |                                          |    |             |        |           |    |       
|COMMITMENTS AND CONTINGENCIES      |                                                                                                                                            |                                          |    |             |        |           |    |       
|Stockholders Equity:              |                                                                                                                                            |                                          |    |             |        |           |    |       
|                                   | Preferred Stock, $.10 par; 1,000,000 shares
authorized; none issued and outstanding                                                        |                                          |    |            |        |           |    |       |       
|                                   | Common Stock, $.10 par; 20,000,000 shares authorized;
issued and outstanding, 8,563,844 and 7,836,844
(8,557,285 and 7,830,285 at 6/30/01) |                                          |    | 856         |        |           |    | 856    |       
|                                   | Note Receivable from Stockholder                                                                                                           |                                          |    | (168        | )      |           |    | (168   | )     
|                                   | Capital in Excess of Par                                                                                                                   |                                          |    | 25,459      |        |           |    | 25,441 |       
|                                   | Retained Earnings                                                                                                                          |                                          |    | 2,126       |        |           |    | 552    |       
|                                   | Treasury Stock, at cost (727,000 shares)                                                                                                   |                                          |    | (2,909      | )      |           |    | (2,909 | )     
|                                   |                                                                                                                                            |                                          |    |             |        |           |    |       
|                                   |                                                                                                                                            | Total Stockholders Equity               |    |             | 25,364 |           |    |        | 23,772 | 
|                                   |                                                                                                                                            |                                          |    |             |        |           |    |       
|                                   |                                                                                                                                            | Total Liabilities & Stockholders Equity |    | $           | 28,326 |           |    | $      | 27,772 | 
|                                   |                                                                                                                                            |                                          |    |             |        |           |    |       

See accompanying notes to the consolidated financial statements.

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ECC INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED MARCH 31, 2002 AND 2001
(In Thousands)
(Unaudited)

|                                                    |                                                                             |   |             |        |             |   |        |        |  
|--------------------------------------------------- | --------------------------------------------------------------------------- | - | ----------- | ------ | ----------- | - | ------ | ------ | -
|                                                    |                                                                             |   | Nine Months |        | Nine Months
|                                                    |                                                                             |   | Ended       |        | Ended      
|                                                    |                                                                             |   | 3/31/02     |        | 3/31/01    
|                                                    |                                                                             |   |             |        |            
|Cash Flows From Operating Activities:               |                                                                             |   |             |        |             |   |        |       
|Net Income/(Loss)                                   |                                                                             | $ | 1,574       |        |             | $ | (4,066 | )     
|Items Not Requiring Cash:                           |                                                                             |   |             |        |             |   |        |       
|                                                    | Depreciation                                                                |   |             | 1,466  |             |   |        | 2,058  |  
|                                                    | Amortization                                                                |   |             | 75     |             |   |        | 113    |  
|                                                    | Loss/(Gain) on Disposal of Equipment                                        |   |             | (5     | )           |   |        | (135   | )
|Changes in Certain Assets and Liabilities:          |                                                                             |   |             |        |             |   |        |       
|                                                    | Accounts Receivable                                                         |   |             | (907   | )           |   |        | 1,933  |  
|                                                    | Costs and Estimated Earnings in Excess
of Billings on Uncompleted Contracts |   |             | 652    |             |   |        | 556    |  
|                                                    | Inventories                                                                 |   |             | 84     |             |   |        | (756   | )
|                                                    | Prepaid Expenses and Other                                                  |   |             | (8     | )           |   |        | 151    |  
|                                                    | Accounts Payable                                                            |   |             | (525   | )           |   |        | 17     |  
|                                                    | Accrued Expenses and Other Long-Term Liabilities                            |   |             | (348   | )           |   |        | (1,843 | )
|                                                    |                                                                             |   |             |        |             |   |        |       
|Net Cash Provided By/(Used In) Operating Activities |                                                                             |   | 2,058       |        |             |   | (1,972 | )     
|                                                    |                                                                             |   |             |        |             |   |        |       
|Cash Flows From Investing Activities:               |                                                                             |   |             |        |             |   |        |       
|                                                    | Proceeds from Sales of Assets                                               |   |             | 5      |             |   |        | 149    |  
|                                                    | Additions to Property, Plant and Equipment                                  |   |             | (302   | )           |   |        | (314   | )
|                                                    |                                                                             |   |             |        |             |   |        |       
|Net Cash Used In Investing Activities               |                                                                             |   | (297        | )      |             |   | (165   | )     
|                                                    |                                                                             |   |             |        |             |   |        |       
|Cash Flows From Financing Activities:               |                                                                             |   |             |        |             |   |        |       
|                                                    | Proceeds From Issuance of Common Stock and
Options Exercised                |   |             | 10     |             |   |        | 205    |  
|                                                    | Purchase of Treasury Stock                                                  |   |             |       |             |   |        | (2,909 | )
|                                                    | Dividends Paid                                                              |   |             |       |             |   |        | (85    | )
|                                                    | Borrowings Under Revolving Credit Facility                                  |   |             | 4,873  |             |   |        | 10,833 |  
|                                                    | Repayments Under Revolving Credit Facility                                  |   |             | (5,030 | )           |   |        | (8,313 | )
|                                                    |                                                                             |   |             |        |             |   |        |       
|Net Cash Used In Financing Activities               |                                                                             |   | (147        | )      |             |   | (269   | )     
|                                                    |                                                                             |   |             |        |             |   |        |       
|Net Increase/(Decrease) in Cash                     |                                                                             |   | 1,614       |        |             |   | (2,406 | )     
|Cash at Beginning of the Period                     |                                                                             |   | 39          |        |             |   | 2,406  |       
|                                                    |                                                                             |   |             |        |             |   |        |       
|Cash at End of the Period                           |                                                                             | $ | 1,653       |        |             | $ |       |       
|                                                    |                                                                             |   |             |        |             |   |        |       

Continued....

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ECC INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED MARCH 31, 2002 AND 2001 (Continued)
(In Thousands)
(Unaudited)

|                                                        |                                          |  |             |     |             |  |   |     | 
|------------------------------------------------------- | ---------------------------------------- |  | ----------- | --- | ----------- |  | - | --- | 
|                                                        |                                          |  | Nine Months |     | Nine Months
|                                                        |                                          |  | Ended       |     | Ended      
|                                                        |                                          |  | 3/31/02     |     | 3/31/01    
|                                                        |                                          |  |             |     |            
|Supplemental Disclosure of Cash Flow Information:       |                                          |  |             |     |             |  |   |    
|Cash Paid During the Year For:                          |                                          |  |             |     |             |  |   |    
|                                                        | Interest                                 |  | $           | 145 |             |  | $ | 262 | 
|Supplemental Schedule of Non Cash Financing Activities: |                                          |  |             |     |             |  |   |    
|                                                        | Issuance of Director Equity Compensation |  | $           | 8   |             |  | $ | 12  | 

See accompanying notes to the consolidated financial statements.

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| |  |  | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| |  |  | ------------------------------------------

ECC INTERNATIONAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. |  | The accompanying consolidated financial statements are unaudited and
have been prepared by ECC International Corp. (the Company) pursuant to
the rules and regulations of the Securities and Exchange Commission. The
June 30, 2001 consolidated balance sheet was derived from audited
consolidated financial statements but does not include all disclosures
required by generally accepted accounting principles. In the opinion of
management, the accompanying unaudited consolidated financial statements
contain all adjustments, consisting of only normal recurring adjustments,
necessary to present fairly the consolidated financial position, results
of operations, comprehensive income and cash flows for the interim
presented. These unaudited consolidated financial statements should be
read in conjunction with the consolidated financial statements and
footnotes thereto in the Companys Annual Report on Form 10-K for the
fiscal year ended June 30, 2001.
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |  | The Company has no Comprehensive Income other than Net Income.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2. |  | Inventories                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

|                  |  |                |        |         |  |   |        |  
|----------------- |  | -------------- | ------ | ------- |  | - | ------ | -
|                  |  | (In Thousands)
|                  |  | 3/31/02        |        | 6/30/01
|                  |  |                |        |        
|Work in Process   |  | $              | 187    |         |  | $ | 97     |  
|Raw Materials     |  |                | 3,389  |         |  |   | 3,869  |  
|                  |  |                |        |         |  |   |        |  
|Total Gross Value |  |                | 3,576  |         |  |   | 3,966  |  
|                  |  |                |        |         |  |   |        |  
|Reserves          |  |                | (2,506 | )       |  |   | (2,812 | )
|                  |  |                |        |         |  |   |        |  
|Net Value         |  | $              | 1,070  |         |  | $ | 1,154  |  
|                  |  |                |        |         |  |   |        |  

|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |  | Work in process inventory is valued using the specific identification cost
method, but not in excess of net realizable value. The Company values raw
materials at the lower of average cost or market. On a quarterly basis,
inventory items are evaluated to identify slow-moving, excess or obsolete
parts. An assessment of potential use on future programs including spare
parts orders, repairs and warranty work, is the basis for the establishment
of a reserve for excess and obsolete inventory.
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3. |  | Debt                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |  | On June 24, 1999, the Company entered into a revolving Credit Facility
(Credit Facility) with Mellon Bank, N.A. totaling $12.5 million and
expiring on June 24, 2003. Available borrowings are based on a formula of
accounts receivables and property, as defined in the Credit Facility. As
of March 31, 2002, there was no outstanding balance under the Credit
Facility.                                                                                                                             
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |  | The Company was not in compliance with certain financial covenants required
under the Credit Facility during fiscal year 2001. On November 5, 2001,
the Credit Facility was amended whereby the Company paid a fee of $40,000
to resolve the prior non-compliance issues, adjust the future financial
covenant requirements, reduce the line of credit from $12.5 million to $5.0
million and revise the fee structure. As of March 31, 2002, the Company is
in compliance with the amended                

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|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |  | covenants. Based on the positive cash
balance since July 13, 2001, and the positive cash
projections for the balance of fiscal year 2002, management believes that
operational cash requirements can be funded internally.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |  | The Credit Facility includes a subjective acceleration clause as well as a
lockbox requirement under the control of the lender, whereby all
collections of trade receivables are used to immediately reduce any
outstanding balance under the Credit Facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4. |  | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |  | The Company has approximately $12.3 million of cumulative federal net
operating loss carryforwards, which expire between 2019 and 2021. In
addition, the Company had available at June 30, 2001, cumulative net
operating loss carryforwards of $12.8 million for Florida state income tax
purposes, which expire between 2019 and 2021. No tax provision was
recorded for the nine-month period ended March 31, 2002, as the Company
anticipates utilization of the net operating loss carryforwards with a
reduction in the valuation allowance. Based on recent tax law changes,
which extended the carryback period for net operating losses and changed
certain additional minimum tax liability rules, a net $215,000 tax benefit
was recorded in the three-month period ended March 31, 2002.
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5. |  | Unusual Expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |  | During fiscal year 2001, the Company reduced its operating costs by
eliminating approximately 45 employees or 15% of the total number of
employees during the first quarter and 60 employees or 24% of the total
number of employees during the second quarter. Termination benefits
associated with the reductions were approximately $517,000 in the first
quarter and approximately $901,000 in the second quarter. Annual
compensation costs associated with these actions were $1.5 million and $2.8
million, respectively.                                                                                                                                                                                                                                                                    
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |  | On September 27, 2001, the Company further reduced its operating costs by
eliminating approximately 35 employees or 20% of the total remaining
employees. Annual compensation costs associated with these actions were
approximately $2.2 million. The employee termination benefits associated
with the reduction in workforce totaled approximately $272,000, of which
approximately $253,000 was recorded to cost of sales and $19,000 to
selling, general and administrative expenses.                                                                                                                                                                                                                                                                                                          
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |  | The following table sets forth the details and the cumulative activity
associated with the accrual of these termination costs (in thousands):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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|                                                  |  |   |      |  
|------------------------------------------------- |  | - | ---- | -
|Accrued Employee Termination Benefits at 6/30/01  |  | $ | 105  |  
|Cash Payments                                     |  |   | (93  | )
|Employee Termination Benefits Incurred            |  |   | 272  |  
|                                                  |  |   |      |  
|Accrued Employee Termination Benefits at 9/30/01  |  |   | 284  |  
|Cash Payments                                     |  |   | (275 | )
|                                                  |  |   |      |  
|Accrued Employee Termination Benefits at 12/31/01 |  |   | 9    |  
|Cash Payments                                     |  |   | (9   | )
|                                                  |  |   |      |  
|Accrued Employee Termination Benefits at 3/31/02  |  | $ |     |  
|                                                  |  |   |      |  

|   |  |                                                                                                                    
|-- |  | -------------------------------------------------------------------------------------------------------------------
|6. |  | Business Segment Information                                                                                       
|   |  |                                                                                                                    
|   |  | The Company operates only in the training segment which includes the design
and manufacture of training simulators.
|   |  |                                                                                                                    
|   |  | Sales by Class of Customer (In Thousands):                                                                         

|                           |  |             |        |                   |        |                    |        |           |        |           |       |   |       |   |       |   |       | 
|-------------------------- |  | ----------- | ------ | ----------------- | ------ | ------------------ | ------ | --------- | ------ | --------- | ----- | - | ----- | - | ----- | - | ----- | 
|                           |  |             |        | Nine Months Ended |        | Three Months Ended
|                           |  |             |        |                   |        |                   
|                           |  |             |        | 3/31/2002         |        | 3/31/2001          |        | 3/31/2002 |        | 3/31/2001
|                           |  |             |        |                   |        |                    |        |           |        |          
|U.S. Department of Defense |  |             |        |                   |        |                    |        |           |        |           |       |   |       |   |       |  
|Direct                     |  | $           | 4,479  |                   |        | $                  | 9,268  |           |        | $         | 975   |   |       | $ | 3,504 |  
|Subcontract                |  |             | 17,556 |                   |        |                    | 11,500 |           |        |           | 8,164 |   |       |   | 2,245 |  
|                           |  |             |        |                   |        |                    |        |           |        |           |       |   |       |   |       |  
|                           |  | Total Sales |        | $                 | 22,035 |                    |        | $         | 20,768 |           |       | $ | 9,139 |   |       | $ | 5,749 | 
|                           |  |             |        |                   |        |                    |        |           |        |           |       |   |       |   |       |  

|   |  |                                                                                                                                                                                                                                                                                                                                                                                                       
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |  | Export sales from the U.S. were not material for the three-month and
nine-month periods ended March 31, 2002 and March 31, 2001, respectively.
Export sales do not include Foreign Military Sales through U.S. government
agencies and prime contractors of $254,000 for the three-month and
nine-month periods ended March 31, 2002.                                                                 
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                       
|   |  | Since a substantial portion of the Companys revenues are attributable to
longterm contracts with various government agencies, any factor affecting
procurement of longterm government contracts such as changes in government
spending, cancellation of weapons programs and delays in contract awards
could have a material impact on the Companys financial condition and
results of operations.
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                       
|   |  | Sales by Geographic Area                                                                                                                                                                                                                                                                                                                                                                              
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                       
|   |  | All of the Companys Revenues, Operating Income and Long-Lived Assets are
within the United States.                                                                                                                                                                                                                                                                                                   
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                       
|7. |  | Earnings/(Loss) Per Share                                                                                                                                                                                                                                                                                                                                                                             
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                       
|   |  | Basic earnings/(loss) per common share is computed by dividing net
earnings/(loss) available to common stockholders by the weighted-average
number of common shares outstanding during
the period. Diluted earnings/(loss) per share is computed by dividing net
earnings/(loss) available to common stockholders by the weighted-average
number of common shares outstanding during the              

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| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | period adjusted for the
number of shares that would have been outstanding if the dilutive potential
common shares resulting from the exercise of stock options had been issued.
The diluted earnings/(loss) per share does not assume the exercise of
stock options that would have an antidilutive effect on earnings/(loss) per
share.                                                                                                                                                                                                        
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | The Companys dilutive potential common shares consist of stock options.
In calculating diluted earnings per share, 9,934 and 16,987 dilutive
potential common shares were included for the three-month and nine-month
periods ended March 31, 2002, respectively. The number of potentially
dilutive common shares for the three-month and nine-month periods ended
March 31, 2001, were 65,215 and 61,730, respectively, however these shares
were not included in computing earnings per share since they would have an
anti-dilutive effect.
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | The weighted-average number of common shares outstanding for each period
presented is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                               

|        |  |                   |           |                    |  |           |           |           |  |  |           |  |  |  |           | 
|------- |  | ----------------- | --------- | ------------------ |  | --------- | --------- | --------- |  |  | --------- |  |  |  | --------- | 
|        |  | Nine Months Ended |           | Three Months Ended
|        |  |                   |           |                   
|        |  | 3/31/2002         |           | 3/31/2001          |  | 3/31/2002 |           | 3/31/2001
|        |  |                   |           |                    |  |           |           |          
|Basic   |  |                   | 7,832,896 |                    |  |           | 8,327,241 |           |  |  | 7,836,844 |  |  |  | 7,821,553 | 
|Diluted |  |                   | 7,849,883 |                    |  |           | 8,327,241 |           |  |  | 7,846,778 |  |  |  | 7,821,553 | 

|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8. |  | Commitments and Contingencies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |  | During fiscal year 2001, the Company announced the formation of a strategic
planning committee to evaluate various strategic alternatives for enhancing
stockholder value including a potential sale of the Company. In order to
retain critical employees, retention agreements were implemented with 24
key employees whereby an incentive of 15-20% of their salaries would be
payable in two increments: half at the date of a sale of the Company and
half nine months after the close of a sale. These payments totaling
$500,000 will be recorded in the event the Company is sold.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |  | In April 2002, the Company announced that Dr. James C. Garrett, President
and Chief Executive Officer of ECC, will be leaving the Company at the end
of June 2002. Severance costs of approximately $260,000 will be recorded
at that time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |  | The Company is party to various legal proceedings arising from normal
business activity. Management believes that the ultimate resolution of
these matters will not have an adverse material effect on the Companys
financial condition or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|9. |  | New Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |  | In October 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 143, Accounting for Obligations
Associated with the Retirement of Long-Lived Assets (SFAS 143), and
Statement of Financial Accounting Standards No. 144, Asset Impairment and
Disposal Issues (SFAS 144). SFAS 143 addresses the diversity in practice
for recognizing asset retirement obligations. SFAS 143 is effective for
fiscal years beginning after June 15, 2002. SFAS 144 requires that
long-lived assets that are to be disposed of by sale be measured at the
lower of book value or fair value less cost to sell. SFAS 144 supercedes
SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be
Disposed of and amends Accounting Principles Board
Opinion No. 30 (APB 30) Reporting Results of Operations Reporting the
Effects of Disposal of a Segment of a Business. SFAS 144 is effective for
fiscal years beginning after December 15, 2001. The Company does not
expect a significant impact on future financial results as a result of
adopting these standards.

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ITEM 2.MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |  | Overview                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |  | This Quarterly Report on Form 10-Q contains forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, and Section 27A of the Securities Act of 1933, as
amended. For this purpose, any statements contained herein that are not
statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, the words believes,
anticipates, plans, expects, and similar expressions are intended
to identify forward-looking statements. There are a number of factors
that could cause the Companys actual results to differ materially from
those indicated by such forward-looking statements. These factors
include, without limitation, those set forth below under the caption
Certain Factors That May Affect Future Operating Results.
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|a) |  | Material Changes in Financial Condition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |  | During the three-month and nine-month periods ended March 31, 2002, the
Companys principal source of cash was from operations. As a result of
profitable operations, the Companys cash balance increased by $1.6
million since fiscal year end 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |  | Liquidity and Capital Resources                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |  | The Company was not in compliance with certain financial covenants
required under the Credit Facility during fiscal year 2001. On November
5, 2001, the Credit Facility was amended whereby the Company paid a fee
of $40,000 to resolve the prior non-compliance issues, adjust the
future financial covenant requirements, reduce the line of credit from
$12.5 million to $5.0 million and revise the fee structure. As of March
31, 2002, there was no outstanding balance under the Credit Facility
and the Company was in compliance with the amended covenants. Based on
the positive cash balance since July 13, 2001 and the positive cash
projections for the balance of fiscal year 2002, management believes
that operational cash requirements can be funded internally.                                                              
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |  | The Company considers the capacity of its Orlando, Florida facilities
to exceed its present needs and is in the process of attempting to sell
the facilities with a long term leaseback of 75,000 square feet. The
Company is also considering selling the facility and moving to a new
location. At this time, the Company has engaged a broker in an
exclusive arrangement to assist in the sale but has no other
agreements, commitments or understandings with respect to the sale of
the facility.                                                                                                                                                                                                                                                                                                                                            
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |  | During the remainder of fiscal year 2002, the Company currently
anticipates spending approximately $25,000 for refurbishment of the
Orlando facility and new machinery and equipment. The Company leases
certain equipment under operating leases. Future minimum lease payments
under all non-cancelable operating leases as of March 31, 2002 are
$60,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |  | During fiscal year 2001, the Company reduced its operating costs by
eliminating approximately 105 employees or 35% of the total number of
employees. Termination benefits associated with                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |  | the reductions were
approximately $1.4 million and annual compensation costs associated
with these actions were $4.3 million.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |  | On September 27, 2001, the Company further reduced its operating costs
by eliminating approximately 35 employees or 20% of the total remaining
employees. Annual compensation costs associated with these actions were
approximately $2.2 million. The employee termination benefits
associated with the reduction in workforce totaled approximately
$272,000, of which approximately $253,000 was recorded to cost of sales
and $19,000 to selling, general and administrative expenses.                                                                                                                                                                                                                                                                                                  
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |  | Managements plans to improve future profitability include: (1) a
continuation of both direct and indirect cost reduction initiatives and
improvement of operating performance, (2) an aggressive focus on
obtaining follow-on awards to existing business, and (3) the
implementation of strategies to procure new business and penetrate new
markets.                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |  | The Company currently has no material commitments for capital
expenditures. Management believes that with the funds available under
its projected cash flows, the Company will have sufficient resources to
meet planned operating commitments for the foreseeable future.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|b) |  | Material Changes in Results of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |  | Sales increased 59% or $3.4 million and 6% or $1.3 million for the
three-month and nine-month periods ended March 31, 2002, respectively,
compared to the same periods ended March 31, 2001. The increase in
sales is primarily due to increased revenues resulting from the $15.6
million Javelin Missile Field Tactical Trainer (FTT) award which was
announced in October 2001.                                                                                                                                                                                                                                                                                                                                                                                                          
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |  | Gross profit as a percentage of sales increased to 34% and 32% for the
three-month and nine-month periods ended March 31, 2002, compared to
15% and 16% for the same periods ended March 31, 2001. The increase in
gross profit is primarily a result of improvements in gross margins due
to performance efficiencies on several programs including CCTT, Javelin
FTT and Javelin Basic Skills Trainer (BST.) Overhead expenses were also
reduced in fiscal year 2002 due to the reductions in workforce and
other cost reduction initiatives that took place in fiscal year 2001
and the first quarter of fiscal year 2002. The low gross margins
experienced in fiscal year 2001 were impacted by $1.4M in severance
costs and costs related to completion of the EST system development.
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |  | Selling, general and administrative (SG&A) expenses decreased 42% and
32% or $1.0 million and $2.2 million during the three-month and
nine-month periods ended March 31, 2002, respectively, compared to the
same periods ended March 31, 2001. The decrease in SG&A was primarily
due to decreased bid and proposal activity and the reductions in
workforce that took place during fiscal year 2001.                                                                                                                                                                                                                                                                                                                                                                                      
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |  | Independent research and development (IR&D) expenses increased 124% or
$664,000 during the nine-month period ended March 31, 2002, compared to
the same period ended March 31, 2001. The increase in IR&D expenses was
primarily due to increased research in the area of new                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |  | simulation
products and technologies for potential application to the Companys
products, particularly in the area of small arms weapons
trainers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |  | The
Company has approximately $12.3 million of cumulative federal net
operating loss carryforwards, which expire in 2019 and 2021. A full
valuation allowance has been provided for these net operating loss
carryforwards which were subject to uncertainty as to their ultimate
realization. No tax provision was recorded for the three-month period
ended March 31, 2002, as the Company anticipates utilization of the net
operating loss carryforwards with a reduction in the valuation
allowance. Based on recent tax law changes, which extended the
carryback period for net operating losses and changed certain
additional minimum tax liability rules, a net $215,000 tax benefit was
recorded in the three-month period ended March 31, 2002. The tax
provision recorded during the nine-month period ended March 31, 2001,
was due to a valuation allowance for an alternative minimum tax credit
of $120,000 paid for the fiscal year ended June 30, 2000. This
valuation allowance was recorded due to the uncertainty as to the
ultimate realization of the tax credit.
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|c) |  | Critical Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |  | The Company considers that certain accounting policies are critical due
to the estimation process involved in each of them. The assumptions and
judgement utilized in developing these estimates are based on the
information available at the time including an assessment of the risks
and uncertainties. These estimates and assumptions affect the reported
amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
periods presented. The significant accounting policies, which the
Company believes are the most critical to aid in fully understanding
and evaluating our reported financial results, include the following:                                                                                                                                                                                                                                                                                                                                                                       
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |  | Revenue Recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |  | Contract sales and anticipated profits are recognized using the
percentage of completion method measured by the ratio of costs incurred
to date to estimated total costs. The Company reevaluates the estimated
costs to complete on the entire contract on a quarterly basis. Any
revisions in estimated costs or contract value during the progress of
the work may affect the estimated gross margin percentage for the
contract. Estimated costs may be adjusted favorably or unfavorably
based on projected changes in areas such as labor efficiencies,
material price negotiations, supplier delivery schedules, design and
development progress and overhead rate projections. Changes in gross
margin percentages have the effect of adjusting the current period
earnings applicable to performance in prior periods.                                                                                                                                                                                                                                                          
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |  | Anticipated losses on contracts in progress are recorded in the period
in which the losses are identified. Claims would be included as a
component of contract value for purposes of revenue recognition at such
time as the amount is reasonably determinable and probable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |  | Inventories                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |  | The Company values raw materials at the lower of average cost or
market. On a quarterly basis, inventory items are evaluated to identify
slow-moving, excess or obsolete parts. An assessment of potential use
on future programs including spare parts orders, repairs and warranty
work, is the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |  | basis for the establishment of a reserve for excess and
obsolete inventory. Potential usage assessments may be impacted
favorably or unfavorably by changes in the Companys projected
contracts, parts obsolescence and level of spares and repairs.                                                                                                                                                                                                                                                                                                                                                                  
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |  | Deferred Tax Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |  | The Company has provided a full valuation reserve against its deferred
tax assets. In the future, if sufficient evidence of the Companys
ability to generate future taxable income becomes apparent, the Company
may reduce its valuation allowances resulting in income tax benefits in
the Companys consolidated statement of operations. Management
evaluates the realizability of the deferred tax assets quarterly and
assesses the valuation allowance quarterly.                                                                                                                                              
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|d) |  | Certain Factors That May Affect Future Operating Results                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |  | The following important factors, among others, could cause actual
results to differ materially from those indicated by forward-looking
statements made in this Quarterly Report on Form 10-Q and presented
elsewhere by management from time to time. All forward-looking
statements included in this Form 10-Q are based on information
available to the Company on the date hereof, and the Company assumes no
obligation to update such forward-looking statements.                                                                                                                                                 
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |  | A number of uncertainties exist that could affect the Companys future
operating results including, without limitation, general economic
conditions, changes in government spending, borrowing availability
under and compliance with the Credit Facility, cancellation of weapons
programs, delays in contract awards, delays in the acceptance process
of contract deliverables, the Companys continued ability to develop
and introduce products, the introduction of new products by
competitors, pricing practices of competitors, the cost and
availability of parts and the Companys ability to control costs.
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |  | To date, a substantial portion of the Companys revenues have been
attributable to long-term contracts with various government agencies.
As a result, any factor adversely affecting procurement of long-term
government contracts could have a material adverse effect on the
Companys financial condition and results of operations.                                                                                                                                                                                                                                                                                
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |  | Because of these and other factors, past financial performance should
not be considered an indication of future performance. The Companys
future quarterly operating results may vary significantly. Investors
should not use historical trends to anticipate future results and
should be aware that the trading price of the Companys Common Stock
may be subject to wide fluctuations in response to quarterly variations
in operating results and other factors, including those discussed
above.                                                                                                                

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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is subject to interest rate risk on its borrowings under the Credit
Facility. The Credit Facility has a floating interest rate based on prevailing
market rates. Accordingly, the carrying value of the debt is generally not
affected by fluctuations in interest rates. However, such changes in interest
rates could affect future interest expense and hence earnings and cash flows.

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PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
ECC INTERNATIONAL CORP. AND SUBSIDIARIES

ITEM 5. Other Information

In April 2002, the Company announced that Dr. James C. Garrett, President and
Chief Executive Officer of ECC, will be leaving the Company at the end of June
2002. Severance costs of approximately $260,000 will be recorded at that time.

Mr. James Henderson, a member of the Board of Directors, will be interim President and Chief Executive Officer as the Company begins its search for a permanent
replacement.

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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.

|                   |  |  |  |                                                                           
|------------------ |  |  |  | --------------------------------------------------------------------------
|                   |  |  |  | ECC INTERNATIONAL CORP.                                                   
|                  
|                   |  |  |  |                                                                           
|                  
|Date: May 14, 2002 |  |  |  | /s/ Melissa Van ValkenburghMelissa Van Valkenburgh
Chief Financial Officer

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