**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

** **

**WASHINGTON, DC 20549**

 

**FORM 10-Q/A**

 

**AMENDMENT NO. 1**

 

**ý****Quarterly Report Pursuant to Section 13or 15(d) of the Securities Exchange Act of 1934**

 

**ForQuarterly Period Ended May 31, 2004**

 

**Commission File Number 0-13394**

 

**VIDEO DISPLAY CORPORATION**

(Exact name of registrant as specified on its charter)

 
| **GEORGIA**                                                | ** ** | **58-1217564**      |
|------------------------------------------------------------|------------|---------------------|
| (State or other jurisdiction of                            |       | (I.R.S.Employer     |
| incorporation or organization)                             |       | Identification No.) |
|                                                       |       |                |
| **1868 TUCKER INDUSTRIAL DRIVE, TUCKER,  GEORGIA 30084**   |
| (Address of principal executive offices and zip  code)     |
|                                                       |       |                |
| **770-938-2080**                                           |
| (Registrant’s telephone  number, including area code) |

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90days.  Yes ý  No o

 

Indicate by check markwhether the registrant is an accelerated filer (as defined in Rule 12b-2 of theExchange Act).

Yes  o  No  ý

 

Shares outstanding ofeach of the registrant’s classes of common stock at May 31, 2004:

 
| **Class**                   | ** ** | **Number of Shares** |
|-----------------------------|------------|----------------------|
| Common Stock, No  Par Value |       | 4,826,000            |

 

 

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**EXPLANATORY NOTE**

 

This amendment is beingfiled to amend and expand Part 1, Item 4 of the originally filed Report toaddress comments received from the staff of the Securities and ExchangeCommission.

 

**PART I**

 

**ITEM4.  CONTROLS AND PROCEDURES**

 

The Company’s management, undersupervision of the Chief Executive Officer and Chief Financial Officer, isresponsible for establishing and maintaining disclosure controls and proceduresfor the Company and its subsidiaries. As of the end of the period covered bythis quarterly report, with the participation of the Chief Executive Officerand the Chief Financial Officer, management completed an evaluation of theCompany’s disclosure controls and procedures. Based upon this evaluation, the ChiefExecutive Officer and Chief Financial Officer have concluded that thedisclosure controls and procedures are effective to ensure that all materialinformation relating to the Company and its subsidiaries is made known to themby others within the organization as appropriate to allow timely decisionsregarding required disclosures.

 

Therewere no changes in the Company’s internal control over financial reportingduring the most recent fiscal quarter that have materially affected, or arereasonably likely to materially affect, the internal control over financialreporting.

 

Inthe fourth quarter of fiscal 2003, the Company’s management identifieddiscrepancies involving intercompany transactions between its Data Displayoperations and UK operations that began during fiscal 2003.  These discrepancies, which amounted toapproximately $238,000 were the result of insufficient reconciliationprocedures and were first identified by the Company’s Controller and ChiefFinancial Officer.  After reviewing thesetransactions and the ways in which they were reported and accounted for,management determined that such discrepancies could be prevented in the futureby establishing and implementing more thorough review and reconciliationprocedures.  In the third quarter offiscal 2004, the Company implemented regular monthly transaction reconciliationand review processes in order to enhance its controls and procedures overintercompany transactions.  Theimplementation of these new controls and procedures was substantially completedby the end of fiscal 2004.  Since thattime, internal controls and procedures related to the Company’s intercompanytransactions have been effective.

 

**SIGNATURE**

 

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

 

 
|                   | VIDEO DISPLAY CORPORATION |
|------------------------|---------------------------|
|                   |                      |
| February 16, 2005 | By:                       | /s/ Ronald D. Ordway |   |
|                   |                      | Ronald D. Ordway |
|                   |                      | Chief Executive Officer |

 

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