##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-QSB

|              |  |                                                                                                                           
|------------- |  | --------------------------------------------------------------------------------------------------------------------------
|(Mark One)

x |  | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934                                   
|              |  | For the quarter ended April 30, 2003                                                                                      
|
|             
|o             |  | 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 0-28698

SETO HOLDINGS, INC,

(Exact name of small business issuer as specified in its charter)


|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Nevada                                                         |  | 77-0082545                             
|                                                               |  |                                        
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S.) Employer
Identification Number

554 North State Road, Briarcliff Manor, New York, 10510

---

(Address of principal executive offices)


Registrants telephone number,
including area code (914) 923-5000
(Former name, former address, and former fiscal year, if changed since last report)

Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes
X   No

|                             |  |                              
|---------------------------- |  | -----------------------------
|Class                        |  | Outstanding at April 30, 2003
|                             |  |                              
|Common stock $.001 par Value |  | 14,464,700                   





---

TABLE OF CONTENTS



|                                                                                                                    |  |  |  |  |  |  |  | 
|------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|CONSOLIDATED CONDENSED STATEMENT OF INCOME                                                                         
|CONSOLIDATED CONDENSED BALANCE SHEET  APRIL 30, 2003                                                              
|CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS                                                                     
|ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                      
|ITEM 3. CONTROLS AND PROCEDURES                                                                                    
|ITEM 4. SIGNATURES AND CERTIFICATIONS OF THE CHIEF EXECUTIVE OFFICER AND THE CHIEF FINANCIAL OFFICER OF THE COMPANY
|SIGNATURES                                                                                                         
|CERTIFICATION                                                                                                      



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##### Table of Contents






SETO HOLDINGS, INC. AND
SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF INCOME
THREE MONTHS ENDED APRIL 30, 2003 AND 2002
(UNAUDITED)

|                                                              |                                                                |         |            |         |        |          |            |         |        |  
|------------------------------------------------------------- | -------------------------------------------------------------- | ------- | ---------- | ------- | ------ | -------- | ---------- | ------- | ------ | -
|                                                              |                                                                |         |            |         |        |          |            | 2002   
|                                                              |                                                                |         |            | 2003    |        | Restated
|                                                              |                                                                |         |            |         |        |         
|Net revenues                                                  |                                                                | $       | 1,021,185  |         |        | $        | 1,453,565  |        
|                                                             
|                                                             
|                                                             
|                                                             
|Cost of sales                                                 |                                                                |         | 413,696    |         |        |          | 594,296    |        
|                                                              |                                                                |         |            |         |        |          |            |        
|Gross margin                                                  |                                                                |         | 607,489    |         |        |          | 859,269    |        
|                                                              |                                                                |         |            |         |        |          |            |        
|                                                              | Selling, general and administrative expenses                   |         |            | 502,855 |        |          |            | 486,285 |       
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Amortization of goodwill                                       |         |            | 0       |        |          |            | 0       |       
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Amortization and impairment of acquisition-related intangibles |         |            | 15,000  |        |          |            | 0       |       
|                                                              |                                                                |         |            |         |        |          |            |        
|Operating expenses                                            |                                                                |         | 517,855    |         |        |          | 486,285    |        
|                                                              |                                                                |         |            |         |        |          |            |        
|Operating income                                              |                                                                |         | 89,634     |         |        |          | 372,984    |        
|                                                              |                                                                |         |            |         |        |          |            |        
|Interest and other, net                                       |                                                                |         | 36,630     |         |        |          | (64,143    | )      
|                                                              |                                                                |         |            |         |        |          |            |        
|Income before income taxes (benefit)                          |                                                                |         | 126,264    |         |        |          | 308,841    |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                                |         |            |         |        |          |            |        
|                                                             
|                                                             
|                                                             
|                                                             
|Income taxes (benefit)                                        |                                                                |         | 22,561     |         |        |          | (67,081    | )      
|                                                              |                                                                |         |            |         |        |          |            |        
|Income from continuing operations                             |                                                                |         | 103,703    |         |        |          | 375,922    |        
|                                                              |                                                                |         |            |         |        |          |            |        
|Discontinued operations:                                      |                                                                |         |            |         |        |          |            |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Income (loss) from operations of subsidiaries                  |         |            | (1,339  | )      |          |            | 5,236   |       
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Loss on disposal of subsidiaries                               |         |            | 0       |        |          |            | (6,606  | )     
|                                                              |                                                                |         |            |         |        |          |            |        
|                                                              |                                                                |         | (1,339     | )       |        |          | (1,370     | )      
|                                                              |                                                                |         |            |         |        |          |            |        
|Net income                                                    |                                                                | $       | 102,364    |         |        | $        | 374,552    |        
|                                                              |                                                                |         |            |         |        |          |            |        
|Earning per share information:                                |                                                                |         |            |         |        |          |            |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Income from continuing operations                              |         |            |         |        |          |            |         |       
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                                | Basic   |            | $       | 0.01   |          |            | $       | 0.03   |  
|                                                              |                                                                |         |            |         |        |          |            |        
|                                                              |                                                                | Diluted |            | $       | 0.01   |          |            | $       | 0.03   |  
|                                                              |                                                                |         |            |         |        |          |            |        
|                                                              | Discontinued operations:                                       |         |            |         |        |          |            |         |       
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                                | Basic   |            |         | ($0.00 | )        |            |         | ($0.00 | )
|                                                              |                                                                |         |            |         |        |          |            |        
|                                                              |                                                                | Diluted |            |         | ($0.00 | )        |            |         | ($0.00 | )
|                                                              |                                                                |         |            |         |        |          |            |        
|Weighted average common shares outstanding                    |                                                                |         | 14,521,147 |         |        |          | 14,659,000 |        
|                                                              |                                                                |         |            |         |        |          |            |        
|Weighted average common shares outstanding, assuming dilution |                                                                |         | 14,655,762 |         |        |          | 14,659,000 |        
|                                                              |                                                                |         |            |         |        |          |            |        

2



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##### Table of Contents



ITEM 1. FINANCIAL STATEMENTS







SETO HOLDINGS, INC. AND
SUBSIDIARIESCONSOLIDATED CONDENSED BALANCE SHEET  APRIL 30, 2003
(UNAUDITED)

|                                                   |                                                                                       |                            |                                      |                                            |           |   |           | 
|-------------------------------------------------- | ------------------------------------------------------------------------------------- | -------------------------- | ------------------------------------ | ------------------------------------------ | --------- | - | --------- | 
|                                                   |                                                                                       |                            |                                      | ASSETS                                     |           |   |           | 
|                                                  
|                                                  
|                                                  
|                                                  
|CURRENT ASSETS                                     |                                                                                       |                            |                                      |                                           
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Cash and cash equivalents                                                             |                            | $                                    | 300,925                                    |          
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Accounts receivable                                                                   |                            |                                      | 577,113                                    |          
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Note receivable                                                                       |                            |                                      | 396,693                                    |          
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Inventory                                                                             |                            |                                      | 867,743                                    |          
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Prepaid expenses and other current assets                                             |                            |                                      | 50,201                                     |          
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Deferred product development costs                                                    |                            |                                      | 231,867                                    |          
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Deferred tax asset, current portion                                                   |                            |                                      | 229,261                                    |          
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Net assets of discontinued operations, less liabilities                               |                            |                                      | 36,100                                     |          
|                                                   |                                                                                       |                            |                                      |                                           
|                                                   |                                                                                       | TOTAL CURRENT ASSETS       |                                      |                                            | 2,689,903 |  
|                                                   |                                                                                       |                            |                                      |                                           
|PROPERTY, PLANT AND EQUIPMENT, NET OF DEPRECIATION |                                                                                       |                            | 622,986                              |                                           
|                                                   |                                                                                       |                            |                                      |                                           
|                                                   |                                                                                       |                            |                                      |                                           
|                                                  
|                                                  
|                                                  
|                                                  
|OTHER ASSETS                                       |                                                                                       |                            |                                      |                                           
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Goodwill                                                                              |                            |                                      | 85,453                                     |          
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Other intangible asset                                                                |                            |                                      | 275,000                                    |          
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Security deposits and other assets                                                    |                            |                                      | 11,039                                     |          
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Deferred tax asset, net of current portion                                            |                            |                                      | 170,309                                    |          
|                                                   |                                                                                       |                            |                                      |                                           
|                                                   |                                                                                       | TOTAL OTHER ASSETS         |                                      |                                            | 541,801   |  
|                                                   |                                                                                       |                            |                                      |                                           
|                                                   |                                                                                       |                            |                                      | TOTAL ASSETS                               |           | $ | 3,854,690 | 
|                                                   |                                                                                       |                            |                                      |                                           
|                                                   |                                                                                       |                            | LIABILITIES AND STOCKHOLDERS EQUITY |                                            |           |   |          
|                                                  
|                                                  
|                                                  
|                                                  
|CURRENT LIABILITIES                                |                                                                                       |                            |                                      |                                           
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Current portion of long-term debt                                                     |                            | $                                    | 41,897                                     |          
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Note payable, line of credit                                                          |                            |                                      | 66,389                                     |          
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Accounts payable and accrued expenses                                                 |                            |                                      | 385,572                                    |          
|                                                   |                                                                                       |                            |                                      |                                           
|                                                   |                                                                                       | TOTAL CURRENT LIABILITIES  |                                      |                                            | 493,858   |  
|                                                   |                                                                                       |                            |                                      |                                           
|                                                   |                                                                                       |                            |                                      |                                           
|                                                  
|                                                  
|                                                  
|                                                  
|OTHER LIABILITIES                                  |                                                                                       |                            |                                      |                                           
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Deferred lease liability                                                              |                            |                                      | 30,000                                     |          
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Long-term debt, net of current portion                                                |                            |                                      | 8,815                                      |          
|                                                   |                                                                                       |                            |                                      |                                           
|                                                   |                                                                                       | TOTAL OTHER LIABILITIES    |                                      |                                            | 38,815    |  
|                                                   |                                                                                       |                            |                                      |                                           
|STOCKHOLDERS EQUITY                               |                                                                                       |                            |                                      |                                           
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Common stock par value $.001; 100,000,000 shares authorized; 14,534,100 shares issued |                            |                                      | 14,534                                     |          
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Additional paid in capital                                                            |                            |                                      | 4,669,507                                  |          
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Accumulated other comprehensive income                                                |                            |                                      | (150,522                                   | )        
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Retained earnings (deficit)                                                           |                            |                                      | (1,195,548                                 | )        
|                                                   |                                                                                       |                            |                                      |                                           
|                                                   |                                                                                       |                            | 3,337,971                            |                                           
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Less common shares held in treasury, 69,400 shares at cost                            |                            |                                      | (15,954                                    | )        
|                                                   |                                                                                       |                            |                                      |                                           
|                                                   |                                                                                       | TOTAL STOCKHOLDERS EQUITY |                                      |                                            | 3,322,017 |  
|                                                   |                                                                                       |                            |                                      |                                           
|                                                   |                                                                                       |                            |                                      | TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |           | $ | 3,854,690 | 
|                                                   |                                                                                       |                            |                                      |                                           

3



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##### Table of Contents






SETO HOLDINGS, INC. AND
SUBSIDIARIESCONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED APRIL 30, 2003 AND 2002
(UNAUDITED)

|                                                   |                                                                                   |              |                                                                                |                                                        |       |         |          |          |        |         |          |  
|-------------------------------------------------- | --------------------------------------------------------------------------------- | ------------ | ------------------------------------------------------------------------------ | ------------------------------------------------------ | ----- | ------- | -------- | -------- | ------ | ------- | -------- | -
|                                                   |                                                                                   |              |                                                                                |                                                        |       |         |          |          |        | 2002   
|                                                   |                                                                                   |              |                                                                                |                                                        |       | 2003    |          | Restated
|                                                   |                                                                                   |              |                                                                                |                                                        |       |         |          |         
|OPERATING ACTIVITIES                               |                                                                                   |              |                                                                                |                                                        |       |         |          |         
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Income from continuing operations                                                 |              | $                                                                              | 103,703                                                |       |         | $        | 375,922  |       
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Adjustments to reconcile net income to net cash provided
by operating activities: |              |                                                                                |                                                        |       |         |          |          |       
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                                                                   |              | Depreciation                                                                   |                                                        |       | 26,131  |          |          |        | 25,903  |         
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                                                                   |              | Amortization and impairment of intangibles and other acquisition-related costs |                                                        |       | 15,000  |          |          |        |         |         
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                                                                   |              | Gain on sale of equipment                                                      |                                                        |       | (31,749 | )        |          |        |         |         
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                                                                   |              | Provision for deferred income taxes                                            |                                                        |       | 20,356  |          |          |        | (70,000 | )       
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Changes in assets and liabilities:                                                |              |                                                                                |                                                        |       |         |          |          |       
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                                                                   |              |                                                                                | Accounts receivable                                    |       |         | 308,862  |          |        |         | 42,872   |  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                                                                   |              |                                                                                | Inventories                                            |       |         | 32,669   |          |        |         | (37,211  | )
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                                                                   |              |                                                                                | Prepaid expenses and other current assets              |       |         | (19,777  | )        |        |         | 48,271   |  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                                                                   |              |                                                                                | Deferred product development costs                     |       |         | (52,989  | )        |        |         |          |  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                                                                   |              |                                                                                | Other assets                                           |       |         | (5,039   | )        |        |         | (19,660  | )
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                                                                   |              |                                                                                | Accounts payable, and accrued expenses                 |       |         | (85,588  | )        |        |         | 3,273    |  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                                                                   |              |                                                                                | Deferred lease liability                               |       |         | 1,500    |          |        |         | 1,500    |  
|                                                   |                                                                                   |              |                                                                                |                                                        |       |         |          |         
|                                                   |                                                                                   |              |                                                                                | NET CASH PROVIDED BY CONTINUING OPERATIONS             |       |         | 313,079  |          |        |         | 370,870  |  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                                                                   |              |                                                                                | NET CASH PROVIDED BY (USED IN) DISCONTINUED OPERATIONS |       |         | 4,805    |          |        |         | (69,697  | )
|                                                   |                                                                                   |              |                                                                                |                                                        |       |         |          |         
|                                                   |                                                                                   |              |                                                                                | NET CASH PROVIDED BY OPERATING ACTIVITIES              |       |         | 317,884  |          |        |         | 301,173  |  
|                                                   |                                                                                   |              |                                                                                |                                                        |       |         |          |         
|                                                   |                                                                                   |              |                                                                                |                                                        |       |         |          |         
|                                                  
|                                                  
|                                                  
|                                                  
|INVESTING ACTIVITIES                               |                                                                                   |              |                                                                                |                                                        |       |         |          |         
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Proceeds from sale of equipment                                                   |              |                                                                                | 45,960                                                 |       |         |          |          |       
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Purchase of property and equipment                                                |              |                                                                                | (76,070                                                | )     |         |          | (46,804  | )     
|                                                   |                                                                                   |              |                                                                                |                                                        |       |         |          |         
|                                                   |                                                                                   |              |                                                                                | NET CASH USED IN INVESTING ACTIVITIES                  |       |         | (30,110  | )        |        |         | (46,804  | )
|                                                   |                                                                                   |              |                                                                                |                                                        |       |         |          |         
|FINANCING ACTIVITIES                               |                                                                                   |              |                                                                                |                                                        |       |         |          |         
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Decrease in short-term debt, net                                                  |              |                                                                                | (478,636                                               | )     |         |          | (214,147 | )     
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Repayments of and retirement of long-term debt                                    |              |                                                                                | (11,212                                                | )     |         |          | (59,578  | )     
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Repurchase and retirement of common stock                                         |              |                                                                                | (5,415                                                 | )     |         |          | (14,215  | )     
|                                                   |                                                                                   |              |                                                                                |                                                        |       |         |          |         
|                                                   |                                                                                   |              |                                                                                | NET CASH USED IN FINANCING ACTIVITIES                  |       |         | (495,263 | )        |        |         | (287,940 | )
|                                                   |                                                                                   |              |                                                                                |                                                        |       |         |          |         
|                                                   |                                                                                   |              |                                                                                |                                                        |       |         |          |         
|                                                  
|                                                  
|                                                  
|                                                  
|NET DECREASE IN CASH                               |                                                                                   |              | (207,489                                                                       | )                                                      |       |         | (33,571  | )       
|                                                   |                                                                                   |              |                                                                                |                                                        |       |         |          |         
|                                                   |                                                                                   |              |                                                                                |                                                        |       |         |          |         
|                                                  
|                                                  
|                                                  
|                                                  
|CASH, BEGINNING OF PERIOD                          |                                                                                   |              | 508,414                                                                        |                                                        |       |         | 182,417  |         
|                                                   |                                                                                   |              |                                                                                |                                                        |       |         |          |         
|CASH, END OF PERIOD                                |                                                                                   | $            | 300,925                                                                        |                                                        |       | $       | 148,846  |         
|                                                   |                                                                                   |              |                                                                                |                                                        |       |         |          |         
|                                                   |                                                                                   |              |                                                                                |                                                        |       |         |          |         
|                                                  
|                                                  
|                                                  
|                                                  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |                                                                                   |              |                                                                                |                                                        |       |         |          |         
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | CASH PAID DURING THE YEAR FOR:                                                    |              |                                                                                |                                                        |       |         |          |          |       
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                                                                   | Interest     |                                                                                | $                                                      | 4,793 |         |          | $        | 69,607 |        
|                                                   |                                                                                   |              |                                                                                |                                                        |       |         |          |         
|                                                   |                                                                                   | Income taxes |                                                                                |                                                        |       |         |          | $        | 601    |        
|                                                   |                                                                                   |              |                                                                                |                                                        |       |         |          |         

4



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##### Table of Contents



SETO HOLDINGS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)



|1. |  | PREPARATION OF INTERIM FINANCIAL STATEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The consolidated financial statements have been prepared by SETO
Holdings, Inc. (the Company) in conformity with accounting
principles generally accepted in the United States and are consistent
in all material respects with those applied in the Companys Annual
Report on Form 10-KSB for the year ended January 31, 2003. In the
opinion of management, the Companys interim financial statements
include all adjustments (consisting of normal recurring accruals and
adjustments necessary for adoption of new accounting standards)
necessary to present fairly the results of the interim periods shown.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such
Securities and Exchange Commission rules. Management believes that
the disclosures made are adequate to make the information presented
not misleading. The results for the interim periods are not
necessarily indicative of results for the full year. The unaudited
financial statements contained herein should be read in conjunction
with the consolidated financial statements and notes thereto included
in the Companys January 31, 2003 Annual Report on Form 10-KSB.
Certain amounts presented for the three months ended April 30, 2002
have been reclassified to conform to the current presentation.
|  
|   |  | The consolidated financial statements include the accounts of the
Company and its subsidiaries, which are wholly owned. All significant
intercompany transactions are eliminated in the consolidation process.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|2. |  | RECENT ACCOUNTING PRONOUCEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   |  | In January 2003, the FASB issued Interpretation No. 46 (FIN 46),
Consolidation of Variable Interest Entities. FIN 46 requires an
investor with a majority of the variable interests in a variable
interest entity to consolidate the entity and also requires majority
and significant variable interest investors to provide certain
disclosures. A variable interest entity is an entity which the equity
investors do not have a controlling interest or the equity investment
at risk is insufficient to finance the entities activities without
receiving additional financial support from the other parties. At
April 30, 2003, the Company does not have an investment in any
variable interest entity that must be consolidated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|3. |  | NATURE OF OPERATIONS, RISKS AND UNCERTAINTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   |  | The Company currently has a minuscule share of the dicing blade and
ceramics market. There can be no assurance that the Company will be
able to increase its market share or that the market demand will
increase. Furthermore, the Company faces the possibility of adverse
market conditions from technological changes, shifting product
emphasis among competitors and the entry of new competitors in the
market.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|   |  | Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash and cash
equivalents and accounts receivable. The Company places its cash and
cash equivalents with high quality financial institutions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   |  | Currency Risk. The Company transacts business in currencies other
than the U.S. dollar, primarily the Malaysian Ringgit. The Malaysian
Ringgit is pegged to the U.S. dollar therefore the Company has not
established any transaction or balance sheet risk management programs.
For foreign subsidiaries whose functional currency is the local
foreign currency, balance sheet accounts are translated at exchange
rates in effect at the end of the year and income statement accounts
are translated at average exchange rates for the year. Acquisition
related translation gains or losses are included as a separate
component of shareholders equity. Exchange differences arising from
foreign currency translation are included in the profit and loss
account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

5



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|4. |  | INVENTORY                               
|-- |  | ----------------------------------------
|  
|   |  | Inventory at April 30, 2003 consists of:

|                |  |   |         | 
|--------------- |  | - | ------- | 
|Finished goods  |  | $ | 485,936 | 
|               
|               
|               
|               
|Work in Process |  |   | 60,742  | 
|               
|               
|               
|               
|Raw Materials   |  |   | 303,710 | 
|               
|               
|               
|               
|Supplies        |  |   | 17,355  | 
|                |  |   |         | 
|                |  | $ | 867,743 | 
|                |  |   |         | 



|5. |  | GOODWILL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The Company adopted SFAS No. 142 effective January 31, 2002 and
accordingly, has ceased amortizing amounts related to goodwill
starting January 31, 2002. The balance of goodwill is related to the
Companys East Coast Sales Company segment. In accordance with SFAS
No. 142, the Company has evaluated the fair value of its East Coast
Sales segment and determined that none of the goodwill recorded was
impaired. The fair value was determined using a reasonable estimate
of future cash flows of the segment and a risk adjusted discount rate
to compute a net present value of future cash flows.
|  
|6. |  | IDENTIFIED INTANGIBLE ASSETS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   |  | On December 1, 2002, the Company acquired the customer lists from a
Malaysian Company for $300,000, to be amortized over a period of 5
years. The Companys identified intangible assets are subject to
amortization. Amortization of identified intangible assets amounted
to $15,000 and $0 for the three months ended April 30, 2003 and 2002,
respectively.                                                                                                                                                                                                                                               
|  
|7. |  | NOTES PAYABLE AND LONG-TERM DEBT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   |  | The Company has an available line-of-credit with a financial
institution in the amount $1,700,000. The line-of-credit carries an
annual rate of 2.9% plus the 30-day commercial paper rate with an
expiration date of October 31, 2003. As of April 30, 2003, the
Company had utilized $66,389 of the line-of-credit. The personal
guarantee of the Companys president and the assets of the Company
secure the line-of-credit.                                                                                                                                                                              
|  
|8. |  | INTEREST AND OTHER, NET                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   |  | Interest and Other, net included:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

|                                        |  |                |        |          |  |                |          |  
|--------------------------------------- |  | -------------- | ------ | -------- |  | -------------- | -------- | -
|                                        |  |                |        |          |  | April 30, 2002
|                                        |  | April 30, 2003 |        | Restated
|                                        |  |                |        |         
|Interest income                         |  | $              | 9,923  |          |  | $              | 5,805    |  
|                                       
|                                       
|                                       
|                                       
|Gain on sale of assets                  |  |                | 31,749 |          |  |                | 0        |  
|                                       
|                                       
|                                       
|                                       
|Interest expense                        |  |                | (4,793 | )        |  |                | (69,607  | )
|                                       
|                                       
|                                       
|                                       
|Foreign currency exchange income (loss) |  |                | (249   | )        |  |                | (341     | )
|                                        |  |                |        |          |  |                |          |  
|Total                                   |  | $              | 36,630 |          |  |                | ($64,143 | )
|                                        |  |                |        |          |  |                |          |  

6



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|9. |  | COMMITMENTS AND CONTINGENCIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The Company is obligated under a lease agreement with an entity owned
by an officer of the Company, which expires on April 30, 2013. Annual
rent expense is as follows; $60,000 for each of the first five years,
$66,000 for the second five years and $72,000 for each of the final
five years. The Company is also obligated for insurance and the
increase in real estate taxes over the base year as stipulated in the
lease. This lease requires the following future minimum rental
payments:

|               |  |   |         | 
|-------------- |  | - | ------- | 
|April 30, 2004 |  | $ | 66,000  | 
|              
|              
|              
|              
|April 30, 2005 |  |   | 66,000  | 
|              
|              
|              
|              
|April 30, 2006 |  |   | 66,000  | 
|              
|              
|              
|              
|April 30, 2007 |  |   | 66,000  | 
|              
|              
|              
|              
|April 30, 2008 |  |   | 72,000  | 
|              
|              
|              
|              
|Thereafter     |  |   | 360,000 | 
|               |  |   |         | 
|               |  | $ | 696,000 | 
|               |  |   |         | 



|    |  | Rent expense charged to operations was $16,500 and $15,000 in Q1 2004
and Q1 2003, respectively.                                                                                                                                
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|10. |  | EARNINGS PER SHARE                                                                                                                                                                                                              
|   
|    |  | The following reconciles the number of common shares outstanding at
April 30 of 2003 and 2002 to the weighted average number of common
shares outstanding for the purposes of calculating basic and dilutive
earnings per share:

|                                            |                                                              |  |                    |         |          |  |            |   | 
|------------------------------------------- | ------------------------------------------------------------ |  | ------------------ | ------- | -------- |  | ---------- | - | 
|                                            |                                                              |  | Three Months Ended
|                                            |                                                              |  | April 30          
|                                            |                                                              |  |                   
|                                            |                                                              |  |                    |         |          |  | 2002      
|                                            |                                                              |  | 2003               |         | Restated
|                                            |                                                              |  |                    |         |         
|Weighted average common shares outstanding  |                                                              |  | 14,521,147         |         |          |  | 14,659,000 |  
|                                           
|                                           
|                                           
|                                           
|Effect of using diluted securities:         |                                                              |  |                    |         |          |  |            |  
|                                           
|                                           
|                                           
|                                           
|                                            | Weighted average common equivalent shares from
stock options |  |                    | 134,615 |          |  |            | 0 | 
|                                            |                                                              |  |                    |         |          |  |            |  
|Diluted number of common shares outstanding |                                                              |  | 14,655,762         |         |          |  | 14,659,000 |  
|                                            |                                                              |  |                    |         |          |  |            |  



|    |  | At April 30, 2003 there were approximately 6,000,000 million shares of
common stock potentially issuable with respect to stock options, which
could dilute basic earnings per share in the future.                                                                                                                                                                                                                                                                                                                                                                                                  
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|11. |  | STOCK REPURCHASE PROGRAM                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|    |  | During the first three months of fiscal 2004, the Company repurchased
20,000 shares of common stock under the Companys authorized
repurchase program at a cost of $5,415. As of April 30, 2003 a total
of 730,700 shares remained available for repurchases under the
program.                                                                                                                                                                                                                                                                                                                     
|   
|12. |  | DISPOSITION OF SUBSIDIARY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    |  | On February 1, 2001, the Company adopted a formal plan to sell Fuji
Fabrication, SDN, BHD. On October 1, 2001, the assets of Fuji
Fabrication, which consisted primarily of inventory and equipment,
were sold for $290,547 with the Company assuming a note for the full
amount of the selling price. On October 1, 2002 the Company recast
the note for $396,693, which included the sales of additional
inventory and previously accrued interest. Interest on the note is
stated at 10% (annually) and is payable in 12 monthly installments.
The note is payable in full on September 30, 2003.
|   
|    |  | Fuji Fabrication had no sales for the three months ended April 30,
2003 and 2002. General and administrative expenses for the three
months ended April 30, 2003 and 2002 totaled $1,339 and $3,219,
respectively. The company expects to cease all operations by October
31, 2003.                                                                                                                                                                                                                                                                                                                  

7



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|13. |  | PRINCIPAL PRODUCTS AND SEGMENTATION OF SALES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The Company has adopted FASB Statement No. 131, Disclosures about
Segments of a Business Enterprise and Related Information. The
Company is managed in three principal operating segments, which are
(1) custom cut and fabricated ceramic parts for the aircraft,
aerospace, defense, detection/protection industries, (2) the
manufacturing of disposable precision diamond cutting tools for the
semiconductor and electronics industries, and (3) contract
manufacturing of personal safety devices. These operating segments
were determined based on the nature of the products and services
offered. Operating segments are defined as components of an
enterprise about which separate financial information is available and
is evaluated regularly by the chief operating decision-maker (CEO) to
decide how to allocate resources and to assess performance.
|   
|    |  | Operating segments do not record inter-segment revenue, and,
accordingly, there is none to be recorded. The accounting policies
for segment reporting are the same as for the Company as a whole.
Financial information relating to the principal industry segments and
classes of products are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

|                                                              |                                     |                |                |          |          |                |                |           |  
|------------------------------------------------------------- | ----------------------------------- | -------------- | -------------- | -------- | -------- | -------------- | -------------- | --------- | -
|                                                              |                                     |                |                |          |          |                | April 30, 2002
|                                                              |                                     |                | April 30, 2003 |          | Restated
|                                                              |                                     |                |                |          |         
|Sales to customers:                                           |                                     |                |                |          |          |                |                |          
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Industry A  Ceramics               |                | $              | 738,530  |          |                | $              | 1,005,339 |  
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Industry B  Diamond tools          |                |                | 211,757  |          |                |                | 262,884   |  
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Industry C  Contract manufacturing |                |                | 70,898   |          |                |                | 185,342   |  
|                                                              |                                     |                |                |          |          |                |                |          
|                                                              |                                     | $              | 1,021,185      |          |          | $              | 1,453,565      |          
|                                                              |                                     |                |                |          |          |                |                |          
|Operating profit or loss:                                     |                                     |                |                |          |          |                |                |          
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Industry A  Ceramics               |                | $              | 124,847  |          |                | $              | 369,972   |  
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Industry B  Diamond tools          |                |                | (27,993  | )        |                |                | (36,209   | )
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Industry C  Contract manufacturing |                |                | (7,220   | )        |                |                | 39,221    |  
|                                                              |                                     |                |                |          |          |                |                |          
|                                                              |                                     | $              | 89,634         |          |          | $              | 372,984        |          
|                                                              |                                     |                |                |          |          |                |                |          
|                                                             
|                                                              |                                     |                |                |          |          | April 30, 2002
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                     | April 30, 2003 |                | Restated
|                                                              |                                     |                |                |          |         
|                                                             
|                                                             
|                                                             
|                                                             
|Sales to customers:                                           |                                     |                |                |          |          |                |                |          
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | United States                       |                | $              | 681,865  |          |                | $              | 1,009,711 |  
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Far East                            |                |                | 36,470   |          |                |                | 58,391    |  
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Canada                              |                |                | 302,850  |          |                |                | 385,463   |  
|                                                              |                                     |                |                |          |          |                |                |          
|                                                              |                                     | $              | 1,021,185      |          |          | $              | 1,453,565      |          
|                                                              |                                     |                |                |          |          |                |                |          
|                                                             
|Net property, plant and equipment by country were as follows:
|                                                              |                                     |                |                |          |          | April 30, 2002
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                     | April 30, 2003 |                | Restated
|                                                              |                                     |                |                |          |         
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | United States                       |                | $              | 199,082  |          |                | $              | 270,720   |  
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Far East                            |                |                | 423,904  |          |                |                | 353,882   |  
|                                                              |                                     |                |                |          |          |                |                |          
|                                                              |                                     | $              | 622,986        |          |          | $              | 624,602        |          
|                                                              |                                     |                |                |          |          |                |                |          



| |  | Three customers each accounted for more than 10% of total sales and
together accounted for approximately 62% of total sales for the three
months ended April 30, 2003.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|14. |  | RESTATEMENT OF PRIOR YEAR RESULTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | In fiscal 2003, due to Chinas acceptance into the World Trade
Organization (WTO), the Company disposed of its Hong Kong Batteries
Industries Ltd. operating segment. With China being accepted into the
WTO, Hong Kong Batteries Industries customers were now able to
purchase comparable products manufactured in mainland China for
considerably lower prices than Hong Kong Batteries was charging.
Accordingly, the accompanying consolidated financial statements for Q1
2003 have been restated from those originally reported to reflect the
discontinuance of Hong Kong Batteries Industries Ltd. As a result,
income from continuing operations for Q1 2003 decreased $382,274 and
the loss from discontinued operations decreased by $8,455. In
addition, the diluted number of common shares outstanding of
11,714,425 shares used in the calculation of earnings per diluted
shares of common stock was incorrect. The correct amount should have
been 14,659,000. Earnings per share were not affected in both cases.
|   
|    |  | The following illustrates the effect of the above mentioned restatements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

|                                                              |                                   |         |            |                |        |             |            |   |      | 
|------------------------------------------------------------- | --------------------------------- | ------- | ---------- | -------------- | ------ | ----------- | ---------- | - | ---- | 
|                                                              |                                   |         |            | April 30, 2002
|                                                              |                                   |         |            |               
|                                                              |                                   |         |            | As Originally  |        |             |            |  
|                                                              |                                   |         |            | Reported       |        | As Restated
|                                                              |                                   |         |            |                |        |            
|Net revenues                                                  |                                   | $       | 1,835,839  |                |        | $           | 1,453,565  |  
|                                                             
|                                                             
|                                                             
|                                                             
|Cost of sales                                                 |                                   |         | 907,816    |                |        |             | 594,296    |  
|                                                              |                                   |         |            |                |        |             |            |  
|Gross margin                                                  |                                   |         | 928,023    |                |        |             | 859,269    |  
|                                                             
|                                                             
|                                                             
|                                                             
|Operating expenses                                            |                                   |         | 556,124    |                |        |             | 486,285    |  
|                                                              |                                   |         |            |                |        |             |            |  
|Operating income                                              |                                   |         | 371,899    |                |        |             | 372,984    |  
|                                                             
|                                                             
|                                                             
|                                                             
|Interest and other, net                                       |                                   |         | (63,944    | )              |        |             | (64,143    | )
|                                                              |                                   |         |            |                |        |             |            |  
|Income before income taxes (benefit)                          |                                   |         | 307,955    |                |        |             | 308,841    |  
|                                                             
|                                                             
|                                                             
|                                                             
|Income taxes (benefit)                                        |                                   |         | (67,081    | )              |        |             | (67,081    | )
|                                                              |                                   |         |            |                |        |             |            |  
|Income from continuing operations                             |                                   |         | 375,036    |                |        |             | 375,922    |  
|                                                             
|                                                             
|                                                             
|                                                             
|Discontinued operations:                                      |                                   |         |            |                |        |             |            |  
|                                                             
|                                                             
|                                                             
|                                                             
|Income (loss) from operations of subsidiaries                 |                                   |         | (3,219     | )              |        |             | 5,236      |  
|                                                             
|                                                             
|                                                             
|                                                             
|Loss disposal of subsidiaries                                 |                                   |         | (6,606     | )              |        |             | (6,606     | )
|                                                              |                                   |         |            |                |        |             |            |  
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                   |         | (9,825     | )              |        |             | (1,370     | )
|                                                              |                                   |         |            |                |        |             |            |  
|Net income                                                    |                                   | $       | 365,211    |                |        | $           | 374,552    |  
|                                                              |                                   |         |            |                |        |             |            |  
|Earning per share information:                                |                                   |         |            |                |        |             |            |  
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Income from continuing operations |         |            |                |        |             |            |   |     
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                   | Basic   |            | $              | 0.03   |             |            | $ | 0.03 | 
|                                                              |                                   |         |            |                |        |             |            |  
|                                                              |                                   | Diluted |            | $              | 0.03   |             |            | $ | 0.03 | 
|                                                              |                                   |         |            |                |        |             |            |  
|                                                              | Discontinued operations:          |         |            |                |        |             |            |   |     
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                   | Basic   |            |                | ($0.00 | )           |            | $ | 0.00 | 
|                                                              |                                   |         |            |                |        |             |            |  
|                                                              |                                   | Diluted |            |                | ($0.00 | )           |            | $ | 0.00 | 
|                                                              |                                   |         |            |                |        |             |            |  
|Weighted average common shares outstanding                    |                                   |         | 14,659,000 |                |        |             | 14,659,000 |  
|                                                              |                                   |         |            |                |        |             |            |  
|Weighted average common shares outstanding, assuming dilution |                                   |         | 11,714,425 |                |        |             | 14,659,000 |  
|                                                              |                                   |         |            |                |        |             |            |  

9



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Statement of cash flows:

|                          |                                                                                   |                                           |                                              |          |                |          |             |          |         |          |  
|------------------------- | --------------------------------------------------------------------------------- | ----------------------------------------- | -------------------------------------------- | -------- | -------------- | -------- | ----------- | -------- | ------- | -------- | -
|                          |                                                                                   |                                           |                                              |          | April 30, 2002
|                          |                                                                                   |                                           |                                              |          |               
|                          |                                                                                   |                                           |                                              |          | As Originally  |          |             |          |        
|                          |                                                                                   |                                           |                                              |          | Reported       |          | As Restated
|                          |                                                                                   |                                           |                                              |          |                |          |            
|OPERATING ACTIVITIES      |                                                                                   |                                           |                                              |          |                |          |             |         
|                         
|                         
|                         
|                         
|                          | Income from continuing operations                                                 |                                           | $                                            | 375,036  |                |          | $           | 375,922  |        
|                         
|                         
|                         
|                         
|                          | Adjustments to reconcile net income to net cash provided
by operating activities: |                                           |                                              |          |                |          |             |          |        
|                         
|                         
|                         
|                         
|                          |                                                                                   | Depreciation and amortization             |                                              |          | 43,158         |          |             |          | 25,903  |         
|                         
|                         
|                         
|                         
|                          |                                                                                   | Provision for deferred income taxes       |                                              |          | (70,000        | )        |             |          | (70,000 | )       
|                         
|                         
|                         
|                         
|                          | Changes in assets and liabilities:                                                |                                           |                                              |          |                |          |             |          |        
|                         
|                         
|                         
|                         
|                          |                                                                                   | Accounts receivable                       |                                              |          | (43,549        | )        |             |          | 42,872  |         
|                         
|                         
|                         
|                         
|                          |                                                                                   | Inventories                               |                                              |          | (37,211        | )        |             |          | (37,211 | )       
|                         
|                         
|                         
|                         
|                          |                                                                                   | Prepaid expenses and other current assets |                                              |          | 48,271         |          |             |          | 48,271  |         
|                         
|                         
|                         
|                         
|                          |                                                                                   | Other assets                              |                                              |          | (19,660        | )        |             |          | (19,660 | )       
|                         
|                         
|                         
|                         
|                          |                                                                                   | Accounts payable, and accrued expenses    |                                              |          | (44,301        | )        |             |          | 3,273   |         
|                         
|                         
|                         
|                         
|                          |                                                                                   | Deferred lease liability                  |                                              |          | 1,500          |          |             |          | 1,500   |         
|                          |                                                                                   |                                           |                                              |          |                |          |             |         
|                          |                                                                                   |                                           | NET CASH PROVIDED BY CONTINUING OPERATIONS   |          |                | 253,244  |             |          |         | 370,870  |  
|                         
|                         
|                         
|                         
|                          |                                                                                   |                                           | NET CASH PROVIDED BY DISCONTINUED OPERATIONS |          |                | (8,961   | )           |          |         | (69,697  | )
|                          |                                                                                   |                                           |                                              |          |                |          |             |         
|                         
|                         
|                         
|                         
|                          |                                                                                   |                                           | NET CASH PROVIDED BY OPERATING ACTIVITIES    |          |                | 244,283  |             |          |         | 301,173  |  
|                          |                                                                                   |                                           |                                              |          |                |          |             |         
|INVESTING ACTIVITIES      |                                                                                   |                                           |                                              |          |                |          |             |         
|                         
|                         
|                         
|                         
|                          | Purchase of property and equipment                                                |                                           |                                              | (50,650  | )              |          |             | (46,804  | )      
|                          |                                                                                   |                                           |                                              |          |                |          |             |         
|                          |                                                                                   |                                           | NET CASH USED IN INVESTING ACTIVITIES        |          |                | (50,650  | )           |          |         | (46,804  | )
|                          |                                                                                   |                                           |                                              |          |                |          |             |         
|FINANCING ACTIVITIES      |                                                                                   |                                           |                                              |          |                |          |             |         
|                         
|                         
|                         
|                         
|                          | Decrease in short-term debt, net                                                  |                                           |                                              | (214,147 | )              |          |             | (214,147 | )      
|                         
|                         
|                         
|                         
|                          | Repayments of and retirement of long-term debt                                    |                                           |                                              | (59,578  | )              |          |             | (59,578  | )      
|                         
|                         
|                         
|                         
|                          | Repurchase and retirement of common stock                                         |                                           |                                              | (14,215  | )              |          |             | (14,215  | )      
|                          |                                                                                   |                                           |                                              |          |                |          |             |         
|                          |                                                                                   |                                           | NET CASH USED IN FINANCING ACTIVITIES        |          |                | (287,940 | )           |          |         | (287,940 | )
|                          |                                                                                   |                                           |                                              |          |                |          |             |         
|NET DECREASE IN CASH      |                                                                                   |                                           | (94,307                                      | )        |                |          | (33,571     | )       
|                         
|                         
|                         
|                         
|CASH, BEGINNING OF PERIOD |                                                                                   |                                           | 543,072                                      |          |                |          | 182,417     |         
|                          |                                                                                   |                                           |                                              |          |                |          |             |         
|CASH, END OF PERIOD       |                                                                                   | $                                         | 448,765                                      |          |                | $        | 148,846     |         
|                          |                                                                                   |                                           |                                              |          |                |          |             |         

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##### Table of Contents






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

The Strategy, Critical Accounting Estimates and Outlook sections all
contain a number of forward-looking statements, all of which are based on our
current expectations. Our actual results may differ materially. These
statements do not reflect the potential impact of any mergers, acquisitions,
divestitures or other business combinations that had not closed as of June 5,
2003.

Recent Developments

We are currently restating our previously issued financial statements for
the two years ended January 31, 2002, including the corresponding fiscal 2002
and 2003 quarterly periods. The impact of the restatement on such prior
periods was reflected as an adjustment to opening retained earnings as of
February 1, 2001. The restatement will be reported in Amendment No. 2 to the
Companys Annual Report on form 10-KSB/A for the years ended January 31 2001
and 2002 and Amendment No. 2 to the Companys Quarterly Reports on Form
10-QSB/A for the quarterly periods ended April 30, 2001 and 2002, July 31, 2001
and 2002, and October 31, 2001 and 2002.

Throughout the following Managements Discussion and Analysis of Financial
Condition and Results of Operations, all amounts referencing prior periods and
prior period comparisons reflect the balances and amounts on a restated basis.

Strategy

Our goal is to be a niche company, with the ability to provide products
and services to a variety of larger corporations who need contract
manufacturing and/or made-to-order products. Our primary areas of focus are
the fabrication of ceramic parts for the airline security business and jet
engine manufacturing along with cutting blades for silicon wafers.

All of our businesses operate in competitive environments characterized by
the introduction of new products with lower prices. As part of our overall
strategy, we use our relatively small size and ability to provide niche
services for larger companies in order to compete vigorously in each relevant
market segment. Our competition comes from established businesses as well as
new entrants to the marketplace. The trend in the United States (U.S.) toward
HomeLand Security will offer us new opportunities, but will result in more
competition. Competition tends to increase pricing pressure on our products,
which may mean that we must offer our products at lower prices than we had
anticipated, resulting in lower profits. Because some of our customers already
have established products, it is inherently difficult for us to compete against
them. In addition, certain market segments in which we compete, such as dicing
blade products, have experienced an overall economic decline, increasing the
degree of competition within this market segment. When we believe it is
appropriate, we will take various steps, including discontinuing older products
and reducing prices, in order to increase acceptance of our products and to be
competitive within each relevant market segment.

We plan to continue to cultivate new businesses and work with the security
and chip making industries to expand our product lines.

East Coast Sales Company East Coast Sales Company (ECS) operating
segment specializes in the distribution and value-added fabrication of
technical ceramic products for the airline security industry and jet engine
manufacturers, and distributes clean room supplies and tools. Our strategy for
ceramic fabrication is to increase our production efficiency by utilizing our
foreign subsidiarys labor force and updating our machinery. After September
11th, East Coast Sales experienced an increase in demand for its ceramic
products used in the manufacture of airport safety and detection devices. Our
three major customers are developing new products which will require our
ceramic products. In addition to airport security devices, our ceramic
products are used in military defense equipment such as missiles, and by
manufacturers of jet engines for both commercial and military use. To increase
the acceptance and deployment of our ceramic products, we are focused on
providing our customers with the highest quality products and services.

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##### Table of Contents



Semicon Tools and DTI Technology Semicon Tools and DTI Technology
operating segments strategy is to produce quality diamond cutting tools for
the semiconductor industry. We plan to improve the quality and capability of
our diamond cutting products that we currently have on the market. We are
currently consulting with an outside source in Taiwan to improve our
manufacturing process and diamond tool technology. The diamond tool segment is
very dependent on the semiconductor industry which over last three years has
experienced economic decline and is still not showing signs of growth. The
diamond blades manufactured by DTI Technology are a vital part of East Coast
Sales ceramic fabrication process.

SETO Technology SETO Technologys strategy is to provide
contract-manufacturing services for personal electronic safety devices and to
produce medical, automotive and mining safety devices. This segment is
currently developing and selling medical training products, auto safety devices
and safety helmets. Currently this segments main product is a CPR training
device used by the medical industry. We have five different models under
contract on an exclusive and nondisclosure basis. SETO Technology has also
contracted with a third party to develop and manufacture a safety helmet that
we expect to bring to market in fiscal 2004. As of April 30, 2003 we have
advanced a total of $231,867 to the developer who is producing the tooling and
molds to be used in the manufacturing process of the helmet. We expect to
start depreciating and expensing these costs when we begin producing the
helmets in the fourth quarter of this fiscal year.

Critical Accounting Estimates

The methods, estimates and judgments we use in applying our accounting
policies have a significant impact on the results reported in our financial
statements. Some of these accounting policies require us to make difficult and
subjective judgments, often as a result of the need to make estimates of
matters that are inherently uncertain. Our most critical accounting estimates
include the assessment of recoverability of goodwill, which impacts write-offs
of goodwill; valuation of inventory, which impacts gross margin; assessment of
recoverability of long-lived assets, which primarily impacts gross margin when
we impair assets or accelerate their depreciation; and recognition and
measurement of current and deferred income tax assets and liabilities, which
impacts our tax provision. Below we discuss these policies further, as well as
the estimates and judgments involved. We also have other policies that we
consider to be key accounting policies, such as our policy for revenue
recognition; however, this policy does not meet the definition of critical
accounting estimates because they generally require us to make estimates or
judgments that are difficult or subjective.

Goodwill According to our accounting policy we perform an annual
impairment review in the fourth quarter of each year, or more frequently if
indicators of potential impairment exist. Our most recent review was in the
fourth quarter of fiscal 2003 (January 31, 2003). Our impairment review
process is based on a discounted future cash flow approach that uses our
estimates of revenue for the reporting unit, driven by assumed market growth
rates and assumed segment share, and estimated costs as well as appropriate
discount rates. These estimates are consistent with the plans and estimates
that we use to manage the underlying business. In the future, we may incur
charges for impairment of goodwill if the ceramic fabrication business
experiences an economic downturn, new technology becomes available, we lose
market acceptance, we fail to deliver new products, or if we fail to achieve
our assumed revenue growth rates or assumed gross margin.

Inventory Our policy for valuation of inventory, including the
determination of obsolete or excess inventory requires us to estimate the
future demand for our products within specific time horizons, generally one
year or less. If our demand forecast for specific products is greater than
actual demand and we fail to reduce manufacturing output accordingly, we could
be required to record additional inventory reserves, which would have a
negative impact on our gross margin.

Long-Lived Assets We assess the impairment of long-lived assets when
events or changes in circumstances indicate that the carrying value of the
assets or the asset grouping is not recoverable. Factors that we consider in
deciding when to perform impairment review include significant
under-performance of a business or product line in relation to expectations,
significant negative industry or economic trends, and significant changes in
our use of the assets. Recoverability of assets that will continue to be used
in our operations is measured by comparing the carrying amount of the assets
grouping to the related total future net cash flows. If an assets grouping
carrying value is not recoverable through those cash flows, the asset grouping
is considered to be impaired. The impairment is measured by the difference
between the assets carrying amount and their fair value, based on the best
information available, including market prices or discounted cash flow
analysis.

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##### Table of Contents



Income Taxes In determining income for financial statement purposes, we
must make certain estimates and judgments. These estimates and judgments occur
in the calculation of certain tax liabilities and in the determination of the
recoverability of certain tax assets, which arise from temporary differences
between the tax and financial statement recognition of revenue and expense. As
of April 30, 2003, taxes were not provided on approximately $58,080 of
undistributed earnings of foreign subsidiaries, as we invest or expect to
invest the undistributed earnings indefinitely. If in the future these
earnings are repatriated to the United States, or if we determine such earnings
will be remitted in the foreseeable future, additional tax provisions would be
required.

We must assess the likelihood that we will be able to recover our deferred
tax assets. If recovery is not likely, we must increase our provision for
taxes by recording a reserve, in the form of a valuation allowance, for the
deferred tax assets that we estimate will not ultimately be recoverable. As of
April 30, 2003, we believe that our recorded deferred tax assets will
ultimately be recovered. However, should there be a change in our ability to
recover our deferred tax assets; our tax provision would increase in the period
in which we determine that the recovery is not probable.

In addition, the calculation of our tax liabilities involves dealing with
uncertainties in the application of complex tax regulations. We recognize
potential liabilities for anticipated tax audit issues in the U.S. and other
tax jurisdictions based on our estimate of whether, and the extent to which,
additional taxes will be due. If payment of these amounts ultimately proves to
be unnecessary, the reversal of the liabilities would result in tax benefits
being recognized in the period when we determine the liabilities are no longer
necessary. If our estimate of tax liabilities proves to be less than the
ultimate assessment, a further charge to expense would result.

Results of Operations

The following table sets forth certain consolidated statements of income
data as a percentage of net revenue for the periods indicated:

|                 |                                                                |  |         |       |          |  |         |       |  
|---------------- | -------------------------------------------------------------- |  | ------- | ----- | -------- |  | ------- | ----- | -
|                 |                                                                |  |         |       |          |  | Q1 2003
|                 |                                                                |  | Q1 2004 |       | Restated
|                 |                                                                |  |         |       |         
|Net revenues     |                                                                |  | 100.00  | %     |          |  | 100.00  | %    
|                
|                
|                
|                
|Cost of sales    |                                                                |  | 40.51   | %     |          |  | 40.89   | %    
|                 |                                                                |  |         |       |          |  |         |      
|Gross margin     |                                                                |  | 59.49   | %     |          |  | 59.11   | %    
|                
|                
|                
|                
|                 | Selling, general and administrative expenses                   |  |         | 49.24 | %        |  |         | 33.45 | %
|                
|                
|                
|                
|                 | Amortization of goodwill                                       |  |         | 0.00  | %        |  |         | 0.00  | %
|                
|                
|                
|                
|                 | Amortization and impairment of acquisition-related intangibles |  |         | 1.46  | %        |  |         | 0.00  | %
|                 |                                                                |  |         |       |          |  |         |      
|Operating income |                                                                |  | 8.78    | %     |          |  | 25.66   | %    
|                 |                                                                |  |         |       |          |  |         |      

Our net revenue for Q1 2004 of $1,021,185 was down approximately 30%
compared to Q1 2003, primarily due to the decrease in demand for our ceramic
products used by the airline security manufacturing industry. Net revenue for
our diamond tool segment was down 19% compared with Q1 2003 which is primarily
due to the weak global semiconductor market. Our contract manufacturing
revenues were down 62% compared with Q1 2003, primarily due to a technical
change that a major customer is making to their personal safety device that
SETO Technology manufactures for them. We expect to begin producing this new
product in Q3 of this fiscal year.

Our gross margin percentage in Q1 2004 of 59% was flat compared to Q1
2003. The gross margin for our diamond tool segment was higher compared to Q1
2003; and our gross margins for our contract manufacturing segment was down,
which was primarily due to the lack of sales volume. See Outlook for a
discussion of gross margin expectations.

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##### Table of Contents



Ceramics  East Coast Sales Company

The revenue and operating income for the East Coast Sales Company
operating segment for the first quarter of 2004 and 2003 were as follows:

|                 |  |         |         |          |  |         |           | 
|---------------- |  | ------- | ------- | -------- |  | ------- | --------- | 
|                 |  |         |         |          |  | Q1 2003
|                 |  | Q1 2004 |         | Restated
|                 |  |         |         |         
|Revenue          |  | $       | 758,530 |          |  | $       | 1,005,339 | 
|                
|                
|                
|                
|Operating income |  | $       | 124,847 |          |  | $       | 369,972   | 

The East Coast Sales Company operating segment is our ceramics division,
which experienced a decrease in sales due to the decreased demand from the
airline security manufacturing industry. Net revenues for this segment
decreased $246,809 or 25% in Q1 2004 compared to Q1 2003. The decrease in
revenue was due to lower sales of custom cut ceramics that are used in airport
security devices.

Net operating income for the East Coast Sales Company operating segment
decreased by $245,125 or 66% compared to Q1 2003 primarily due to the decrease
in demand from the industries mentioned above.

Diamond Tools  Semicon Tools/DTI Technology

The revenue and operating income for the diamond tool operating segment
for the first quarter of 2004 and 2003 were as follows:

|               |  |         |          |          |  |         |          |  
|-------------- |  | ------- | -------- | -------- |  | ------- | -------- | -
|               |  |         |          |          |  | Q1 2003
|               |  | Q1 2004 |          | Restated
|               |  |         |          |         
|Revenue        |  | $       | 211,757  |          |  | $       | 262,884  |  
|              
|              
|              
|              
|Operating loss |  |         | ($27,993 | )        |  |         | ($36,209 | )

Net revenue in Q1 2004 was down $51,127 or 19%, compared to Q1 2003. The
net operating loss for Q1 2004 decreased $8,216 or 23%, compared to Q1 2003.
The decrease in the net operating loss from fiscal Q1 2003 to Q1 2004 was
primarily due to lower labor and overhead costs.

Contract Manufacturing  SETO Technology

The revenue and operating income for the contract manufacturing operating
segment for the first quarter of 2004 and 2003 were as follows:

|                        |  |         |         |          |  |         |         | 
|----------------------- |  | ------- | ------- | -------- |  | ------- | ------- | 
|                        |  |         |         |          |  | Q1 2003
|                        |  | Q1 2004 |         | Restated
|                        |  |         |         |         
|Revenue                 |  | $       | 70,898  |          |  | $       | 185,342 | 
|                       
|                       
|                       
|                       
|Operating income (loss) |  |         | ($7,220 | )        |  | $       | 39,221  | 

Net revenue for Q1 2004 was down $114,444 or 62%, compared to Q1 2003,
primarily due to a major customer who is currently redesigning a product that
SETO Technology produces. The lack of sales volume also contributed to the
operating loss of $7,220 we experienced in Q1 2004. Sales will continue to lag
behind fiscal 2003 until the third quarter when we expect to begin production
of our customers newly designed product.

Operating Expenses

Operating expenses for the first quarter of 2004 and 2003 were as follows:

|                                                               |  |         |         |          |  |         |         | 
|-------------------------------------------------------------- |  | ------- | ------- | -------- |  | ------- | ------- | 
|                                                               |  |         |         |          |  | Q1 2003
|                                                               |  | Q1 2004 |         | Restated
|                                                               |  |         |         |         
|Selling, general and administrative expenses                   |  | $       | 502,855 |          |  | $       | 486,285 | 
|                                                              
|                                                              
|                                                              
|                                                              
|Amortization and impairment of acquisition-related intangibles |  | $       | 15,000  |          |  | $       | 0       | 

Selling, general and administrative expenses increased $16,570, or 3%
compared to Q1 2003. This increase was primarily due to slightly higher
administrative expenses.

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##### Table of Contents



Amortization and impairment of acquisition-related intangibles increased
$15,000 in Q1 2004 compared to Q1 2003, which was due to the amortization of
the customer lists we purchased in fiscal 2002. If market conditions change
and it is deemed that the customer lists do not have any future benefit and
become impaired, we may write off the entire amount, which would have a
negative effect on our operating income.

Interest and Other, Net

Interest and other, net and taxes for the first quarter of 2004 and 2003
were as follows:

|                                     |  |         |         |          |  |         |          |  
|------------------------------------ |  | ------- | ------- | -------- |  | ------- | -------- | -
|                                     |  |         |         |          |  | Q1 2003
|                                     |  | Q1 2004 |         | Restated
|                                     |  |         |         |         
|Interest income                      |  | $       | 9,923   |          |  | $       | 5,805    |  
|                                    
|                                    
|                                    
|                                    
|Gain (loss) on sale of assets        |  | $       | 31,749  |          |  | $       | 0        |  
|                                    
|                                    
|                                    
|                                    
|Interest expense                     |  |         | ($4,793 | )        |  |         | ($69,607 | )
|                                    
|                                    
|                                    
|                                    
|Foreign currency exchange loss       |  |         | ($249   | )        |  |         | ($341    | )
|                                    
|                                    
|                                    
|                                    
|Provision for income taxes (benefit) |  | $       | 22,561  |          |  |         | ($67,081 | )

In Q1 2004, interest income increased primarily due to the payments we
received on our note receivable from G-Com Net.

In Q1 2004 we sold some equipment in Malaysia for a gain of $31,749. The
equipment consisted of an automobile and a dicing saw that our diamond tool
segment DTI Technology sold during the first quarter of fiscal 2004.

Interest expense decreased $64,814, or 93%, to $4,793 in Q1 2004 compared
to $69,607 in Q1 2003. This decrease was primarily due to us paying down our
line-of-credit during the first quarter of fiscal 2004. See Financial
Condition section for a more detailed discussion of our financing activities.

Foreign currency exchange loss was relatively flat compared to Q1 2003.
We experience currency translation gains or losses when we purchase items from
foreign countries (other than Malaysia) whose currencies are not pegged to the
U.S. Dollar. Historically, these gains and losses have been insignificant and
therefore we do not expect any significant losses in the future.

Our effective income tax rate was 32% in Q1 2004 compared to an effective
income tax benefit of 43% for Q1 2003. The increase in the effective rate in
Q1 2004 is primarily due to the growth in net income from our U.S. operating
segment East Coast Sales Company. This net income will absorb a portion of our
federal net operating loss carryforward. The effective rate in Q1 2003
benefited from us increasing our deferred tax assets due to our expected
increase in profitability in the U.S. We expect to realize the full benefit of
our net operating loss carryover by fiscal 2005.

Discontinued Operations

As discussed below, in fiscal 2003, we have exited the business of
manufacturing consumer electronic products and rechargeable and other batteries
for consumer products. On February 1, 2001, we adopted a formal plan to sell
Fuji Fabrication, Sdn. Bhd. On October 1, 2001; we sold the assets, which
consisted primarily of inventory and equipment of Fuji Fabrication to G Com Net
for $290,547. We assumed a 10% note for the full amount of the selling price
which was due on September 30, 2002. On October 1, 2002 at the request of G
Com Net, we increased the principal amount of the note to $396,693 due to sales
of additional inventory and previously accrued interest and extended its
maturity so the note is payable in full on September 30, 2003. Currently we
believe G Com Net will repay the note on its due date. As of June 6, 2003, G
Com Net is current with all interest payments required by the new note. If
conditions change and there is a definite indication that the note is impaired
we would then have to write off the note in full. This would have a negative
effect on our net income (loss) from discontinued operations.

15



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##### Table of Contents



On October 31, 2002, we adopted a formal plan to discontinue the
operations of Hong Kong Batteries Industries, Ltd. (Hong Kong Batteries). Hong
Kong Batteries was a trading company that bought industrial batteries from
manufacturers in mainland China and resold them to companies in Hong Kong, Asia
and Europe. When China was approved for World Trade Organization Status (WTO)
at the end of 2001, without our knowledge most of Hong Kong Batteries
suppliers hired English speaking sales and marketing managers and began to
directly approach all the end user customers of Hong Kong Batteries. During
the first and second quarters of fiscal 2003, Hong Kong Batteries was still
receiving orders from its customers. Then during the third quarter it did not
receive any orders and was informed by its customers that the Chinese
suppliers offered substantial discounts if they bought their products directly
from the Chinese manufacturers. After many discussions and meetings with the
management of Hong Kong Batteries, we could not overcome the problem and
decided to cease operations as soon as possible due to the lack of revenue and
the high overhead cost we would have incurred if we continued operating.

The discontinuance of Hong Kong Batteries Industries, Ltd resulted in us
writing off $688,183 in goodwill and incurring an additional $225,759 in
disposal costs, which consisted mainly of the write off of cash advances to
Hong Kong Batteries and travel expenses.

In conjunction with the discontinuance of the operations of Fuji
Fabrication and Hong Kong Batteries, we have accrued $34,000 for additional
estimated disposition costs. As of April 30, 2003 we have not incurred any
expenses relating to the disposition of Fuji Fabrication and Hong Kong
Batteries.

The components of income (loss) from discontinued operations of
subsidiaries are as follows:

|                    |                                              |  |         |         |          |          |         |         |  
|------------------- | -------------------------------------------- |  | ------- | ------- | -------- | -------- | ------- | ------- | -
|Fuji Fabrication    |                                              |  |         |         |          |          |         |        
|                    |                                              |  |         |         |          |          | Q1 2003
|                    |                                              |  | Q1 2004 |         | Restated
|                    |                                              |  |         |         |         
|                    | Net sales                                    |  |         |         |          |          | $       | 0       |  
|                   
|                   
|                   
|                   
|                    | Cost of sales                                |  |         |         |          |          |         | 0       |  
|                    |                                              |  |         |         |          |          |         |        
|                    | Gross income (loss)                          |  |         | 0       |          |          |         | 0       |  
|                    |                                              |  |         |         |          |          |         |        
|                    | Selling, general and administrative expenses |  |         | 1,339   |          |          |         | 3,219   |  
|                    |                                              |  |         |         |          |          |         |        
|                    | Other income (expense)                       |  |         | 0       |          |          |         | 0       |  
|                    |                                              |  |         |         |          |          |         |        
|                    | Net loss                                     |  |         | ($1,339 | )        |          |         | ($3,219 | )
|                    |                                              |  |         |         |          |          |         |        
|Hong Kong Batteries |                                              |  |         |         |          |          |         |        
|                   
|                   
|                   
|                   
|                    |                                              |  |         |         |          |          | Q1 2003 |        
|                   
|                   
|                   
|                   
|                    |                                              |  | Q1 2004 |         |          | Restated
|                    |                                              |  |         |         |          |          |         |        
|                    | Net sales                                    |  | $       | 0       |          |          | $       | 382,274 |  
|                   
|                   
|                   
|                   
|                    | Cost of sales                                |  |         | 0       |          |          |         | 313,520 |  
|                    |                                              |  |         |         |          |          |         |        
|                    | Gross income                                 |  |         | 0       |          |          |         | 68,754  |  
|                    |                                              |  |         |         |          |          |         |        
|                    | Selling, general and administrative expenses |  |         | 0       |          |          |         | 60,498  |  
|                    |                                              |  |         |         |          |          |         |        
|                    | Other income (expense)                       |  |         | 0       |          |          |         | 199     |  
|                    |                                              |  |         |         |          |          |         |        
|                    | Net income                                   |  | $       | 0       |          |          | $       | 8,455   |  
|                    |                                              |  |         |         |          |          |         |        

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##### Table of Contents



Financial Condition

Our financial condition remains strong. At April 30, 2003, cash totaled
$300,925, down from $508,414 at January 31, 2003. At April 30, 2003, total
short-term and long-term debt was $532,673, a decrease of $573,936 compared to
January 31, 2003. At April 30, 2003, total debt was $532,673 which represented
16% of stockholders equity.

For Q1 2004, cash provided by operating activities was $317,884, compared
to $301,173 in Q1 2003. Cash was provided by net income adjusted for non-cash
related items. Working capital uses of cash included an increase in prepaid
expenses, deferred product development costs and other assets and a decrease in
accounts payable and accrued expenses. For Q1 2004, net cash provided by
discontinued operations was $4,805, compared to cash used in discontinued
operations of $69,697 in Q1 2003. This increase was primarily due to an
increase in loan payable to a director. For Q1 2004, our three largest
customers accounted for approximately 62% of net revenue, with one of these
customers accounting for approximately 44% of net revenue. At April 30, 2003,
these three largest customers accounted for approximately 47% of net accounts
receivable.

We used $30,110 in net cash for investing activities during Q1 2004,
compared to $46,804 during Q1 2003. The decrease in cash used for investing
activities as compared to Q1 2003 was due to the sale of equipment during Q1
2004. Capital expenditures in Q1 2004 increased $29,266 compared to fiscal
2002 primarily due to the purchase of a new vehicle to replace the one that we
sold during the first quarter of 2004. We anticipate capital expenditures of
$250,000 for fiscal 2004.

We used $495,263 in net cash for financing activities in Q1 2004, which
increased from $287,940 in Q1 2003. The major financing uses of cash for Q1
2004 and Q1 2003 were the repayment of debt and repurchase of our common stock.
In Q1 2004, we purchased 20,000 shares of our common stock for $5,415.
Financing sources of cash of $171,364 during Q1 2004 were primarily from
amounts we drew down on our revolving line-of-credit. In addition we paid back
at total of $650,000 on the line of credit during Q1 2004. We have another
potential source of liquidity from authorized borrowings in the form of a
line-of-credit with a U.S. financial institution for $1.7 million. At April
30, 2003, we had $1,633,611 available for use from this line of credit.

We believe that we have the financial resources needed to meet our
anticipated business requirements for the next 12 months, including capital
expenditures for the expansion or upgrading of our manufacturing capacity and
working capital requirements.

Outlook

In general, as we look ahead to the rest of fiscal 2004, the outlook
continues to be uncertain, and we anticipate a year that will be largely driven
by the airline security, military, jet engine and semiconductor industries as
well as the global economy. Although it is difficult to predict product demand
for the rest of fiscal 2004, we expect a 30% to 40% decrease in revenue from
our ceramic segment, East Coast Sales Company. During the second quarter of
fiscal 2004 we may be able to better forecast ceramic sales more accurately due
to the Department of HomeLand Security issuing new orders for security devices.
The outlook for the diamond tools industry continues to be weak. We are
trying to cut costs in order to compete with other manufacturers and we are
planning to improve the quality and capability of our diamond cutting products.
The diamond tool industry is very dependent on the semiconductor industry,
which over last three years has experienced economic decline and is still not
showing signs of growth. The outlook for the contract manufacturing segment
remains strong, however, a major customer is currently redesigning its product
that we manufacture and this will have an adverse effect on our net revenue and
operating profit for the second quarter of fiscal 2004. We expect to start
producing the redesigned product by the third quarter of this year. In
addition, we have a contract with a third party to develop and manufacture a
safety helmet that we expect to bring to market in late fiscal 2004. In this
environment, revenue growth for our new safety helmet is largely dependent on
the commercial acceptance of our current designs and successfully marketing the
designs to the safety and rescue industries, which we can not assure.

Our financial results are substantially dependent on sales of ceramics and
related products by the East Coast Sales Company operating segment. Revenue is
partly a function of the mix of products we offer, all of which are difficult
to forecast. Because of the changing conditions throughout the world our
revenue is subject to the impact of economic conditions in various geographic
regions.

Our gross margin expectation for fiscal 2004 is approximately 54% plus or
minus a few points, which is a slight increase from the fiscal 2003 gross
margin of 51%. Our gross margin varies depending on unit sales volumes and

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product mixes. Our policy for valuation of inventory, including the
determination of obsolete inventory, requires us to estimate the future demand
for our products within six months or less. The estimates of future demand
that we use in the valuation of inventory are also used for near-term factory
planning. If our demand forecast is greater than actual demand and we fail to
reduce manufacturing output accordingly, we would likely be required to record
additional inventory reserves, which would have a negative impact on our gross
margin. Various other factors including unit sales volumes and new
technologies will also continue to affect cost of sales and the variability of
gross margin percentages.

In fiscals 2003 and 2002 we improved our cutting blade facility and
updated our ceramics fabrication facility. We expect that capital spending
will increase to $250,000 for fiscal 2004 from $ 124,785 in fiscal 2003. The
increase is primarily due to the expected tooling equipment needed to produce
our new safety helmet. If market demand does not grow or our new products are
not accepted, revenues and gross margins may also be adversely affected.

Depreciation for fiscal 2004 is expected to be approximately $150,000,
compared to $141,488 in fiscal 2003. Most of this increase would be included
in cost of sales.

We expect amortization of other intangible assets to be approximately
$60,000 in fiscal 2004, as compared to $10,000 in fiscal 2003. As of April 30,
2003 amortization expense totaled $15,000.

We review our acquisition-related intangible assets for impairment
whenever indicators of potential impairment exist. We also review goodwill for
impairment in the fourth quarter of each year, or earlier if indicators of
potential impairment exist. If we fail to deliver products for this group, if
our new products fail to gain market acceptance, or if market conditions in the
ceramic business decline, our revenue and cost forecasts may not be achieved
and we may incur charges for impairment of goodwill.

We expect our tax rate to be approximately 27% for fiscal 2004. This
estimate is lower than the rate in fiscal 2003, primarily due the anticipated
decrease in net revenues from our East Coast Sales Company operating segment
and the use of our available net operating loss carryover for federal income
tax purposes. The expected rate is based on current tax law and is subject to
change.

Our future results of operations and the other forward-looking statements
contained in this Outlook section and in our Strategy and Critical
Accounting Estimates sections involve a number of risks and uncertainties, in
particular the statements regarding our strategies, our expectations regarding
new products, future economic conditions, revenues, gross margin and costs,
capital spending and depreciation and amortization. In addition to the factors
discussed above, among the other factors that could cause actual results to
differ materially are the following: business and economic conditions and
trends in the airline security business, jet engine manufacturers, microchip
industry, and safety industries in various geographic regions; possible
disruption in commercial activities related to terrorist activity and armed
conflict, such as change in logistics and security arrangements, and reduced
end-user purchases relative to expectations; the impact of events outside the
United States, such as the business impact of fluctuating currency rates,
unrest or political instability in a locale; changes in customer order
patterns; competitive factors and acceptance of new products in specific market
segments; pricing pressures; excess or obsolete inventory and variations in
inventory valuation and the spread of SARS illness could adversely affect our
business and our customer order patterns.

We believe that we have the products, facilities, personnel and financial
resources for continued business success, but future revenues, costs, margins
and profits are all influenced by a number of factors, including those
discussed above, all of which are inherently difficult to forecast.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to financial market risks, including changes in currency
exchange rates and interest rates. We do not try to mitigate these risks by
utilizing derivative financial instruments or other risky strategies.

A substantial majority of our revenue, expense, and capital purchasing
activities are transacted in U. S. dollars. However, we do enter into these
transactions in other currencies, primarily the Malaysian Ringgit. The
Malaysian Ringgit is pegged to the U.S. Dollar and is translated to U.S.
dollars for consolidated purposes. In Q1 2004 we reported a foreign currency
exchange loss of $249, compared to a loss of $341 in Q1 2003, neither of which
materially impacted the financial statements.

Inflation has not had a material effect on our revenues and income from
continuing operations in the past four years. Inflation is not expected to
have a material future effect.

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ITEM 3. CONTROLS AND PROCEDURES

Quarterly Controls Evaluation and Related CEO and CFO Certifications

Within the 90 days prior to the date of this Quarterly report on Form
10-QSB, the company evaluated the effectiveness of the design and operation of
its disclosure controls and procedures (Disclosure Controls), and its
internal controls and procedures for financial reporting (Internal Controls).
The controls evaluation was done under the supervision and with the
participation of management, including our Chief Executive Officer (CEO) and
Chief Financial Officer (CFO).

Immediately following the Signatures of this Quarterly Report are
certifications of the CEO and the CFO, which are required in accord with Rule
13a-14 of the Securities Exchange Act of 1934 (the Exchange Act). This
Controls and Procedures section includes the information concerning the
controls evaluation referred to in the certifications and it should be read in
conjunction with the certifications for a more complete understanding of the
topics.

Disclosure Controls and Internal Controls

Disclosure controls are procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act, such as
this Quarterly Report, is recorded, processed, summarized and reported within
the time periods specified in the U.S. Securities and Exchange Commissions
rules and forms. Disclosure Controls are also designed to ensure that such
information is accumulated and communicated to our management, including the
CEO and CFO, as appropriate to allow timely decisions regarding required
disclosure. Internal Controls are procedures which are designed to provide
reasonable assurance that (1) our transactions are properly authorized; (2) our
assets are safeguarded against unauthorized or improper use; and (3) our
transactions are properly recorded and reported, all to permit the preparation
of our financial statements in conformity with generally accepted accounting
principles.

Limitations on the Effectiveness of Controls

The companys management, including the CEO and CFO, does not expect that our
Disclosure Controls or our Internal Controls will prevent all error and all
fraud. A control system, no matter how well designed and operated, can provide
only reasonable, not absolute, assurance, that the control systems
objectives will be met. Further, the design of a control system must reflect
the fact that there are resource constraints, and the benefits of controls must
be considered relative to their costs. Because of the inherent limitations in
all control systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within the company have
been detected. These inherent limitations include the realities that judgments
in decision-making can be faulty, and that breakdowns can occur because of
simple error of mistake. Controls can also be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the controls. The design of any system of controls is based in
part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions. Over time controls may become
inadequate because of changes in conditions or deterioration in the degree of
compliance with policies or procedures. Because of the inherent limitations in
a cost-effective control system, misstatements due to error or fraud may occur
and not be detected.

Scope of the Controls Evaluation

The evaluation of our Disclosure Controls and our Internal Controls
included a review of the controls objectives and design, the companys
implementation of the controls and the effect of the controls on the
information generated for use in this Quarterly Report. In the course of the
controls evaluation, we sought to identify data errors, control problems or
acts of fraud and confirm the appropriate corrective action, including process
improvements, were being undertaken. This type of evaluation is performed on a
quarterly basis so that the conclusions of management, including the CEO and
CFO, concerning controls effectiveness can be reported in Quarterly Reports on
form 10-QSB and Annual Report on Form 10-KSB. Our Internal Controls are also
evaluated on an ongoing basis by our CEO and CFO as well as our independent
auditors who evaluate them in connection with determining their auditing
procedures related to their report on our annual financial statements and not
to provide assurance on our Internal Controls. The overall goals of these
various evaluation activities are to monitor our Disclosure Controls and our
Internal Controls, and to modify them as necessary; our intent is to maintain
the Disclosure Controls and The Internal Controls as dynamic systems that
change as conditions warrant.

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Among other matters, we sought in our evaluation to determine whether
there were any significant deficiencies or material weaknesses in the
companys Internal Controls, and whether the company identified any acts of
fraud involving personnel with a significant role in the companys Internal
Controls. This information was important for both the controls evaluation
generally, and because item 4 in the certifications of the CEO and CFO require
that the CEO and CFO disclose that information to our audit committee and
independent auditors, and report on related matters in this section of the
Quarterly Report. In the professional auditing literature, significant
deficiencies are referred to as reportable conditions which are issues that
could have a significant adverse effect on the ability to record, process,
summarize and report financial data in the financial statements. Auditing
literature defines material weakness as a particularly serious reportable
condition where internal control does not reduce to a relatively low level the
risk that misstatements caused by error or fraud may occur in amounts that
would be material in relation to the financial statements and the risk of such
misstatements would not be detected within a timely period by employees in the
normal course of performing their assigned functions. We also sought to deal
with other controls matters in the controls evaluation, and in each case if a
problem was identified, we considered what revision, improvement and/or
correction to make in accordance with our ongoing procedures.

From the date of the controls evaluation to the date of this Quarterly
Report, there have been no significant changes in Internal Controls or in other
factors that could significantly affect Internal Controls, including corrective
actions with regard to significant deficiencies and material weaknesses.

Conclusions

Based upon the controls evaluation, our CEO and CFO have concluded that,
subject to the limitations noted above, our Disclosure Controls are effective
to ensure that material information relating to SETO Holdings, Inc. and its
consolidated subsidiaries is made known to management, including the CEO and
CFO, particularly during the period when our periodic reports are being
prepared, and that our Internal Controls are effective to provide reasonable
assurance that our financial statements are fairly presented in conformity with
generally accepted accounting principles.




ITEM 4. SIGNATURES AND CERTIFICATIONS OF THE CHIEF EXECUTIVE OFFICER AND THE CHIEF FINANCIAL OFFICER OF THE COMPANY

The following pages include the Signatures page for this Form 10-QSB, and
certain certifications of the Chief Executive Officer (CEO) and the Chief
Financial Officer (CFO) of the Company.

The certifications include references to an evaluation of the
effectiveness of the design and operation of the companys disclosure controls
and procedures and its internal controls and procedures for financial
reporting. Item 4 of part I of the Quarterly Report presents the conclusions
of the CEO and the CFO about the effectiveness of such controls based on and as
of the date of such evaluation of the companys Audit Committee and independent
auditors with regard to the deficiencies in internal controls and fraud and
related matters (Items 5 and 6 of the certifications).

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##### Table of Contents






SIGNATURES

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



| | SETO Holdings, Inc.
Registrant
| | ------------------------------



| | By: /s/ Eugene J. Pian
Eugene J. Pian, President
Date: June 13 2003
| | -------------------------------------------------------------------

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.



| | /s/ Eugene J. Pian
| | ------------------



| | Eugene J. Pian
Director
Date: June 13, 2003
| | -------------------------------------------



| | /s/ Craig A. Pian
| | -----------------



| | Craig A. Pian
Director
Date: June 13, 2003
| | ------------------------------------------



| | /s/ Francine Pian
| | -----------------



| | Francine Pian
Director
Date: June 13, 2003
| | ------------------------------------------

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##### Table of Contents






CERTIFICATION

I, Eugene J. Pian, certify that:



|1. |  | I have reviewed this quarterly report on for
10-QSB of SETO Holdings, Inc.;                                                                                                                                                                                                                                                 
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does
not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements
made, in light of the circumstances under which such
statements were made, not misleading with respects to the
period covered by this quarterly report;
|  
|3. |  | Based on my knowledge, the financial
statements, and other financial information included in this
annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of
the Registrant as of, and for, the periods presented in this
quarterly report;                    
|  
|4. |  | The Registrants other certifying officers and
I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and have;                                                                                                      



| | a. |  | designed such disclosure controls
and procedures to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within
those entities, particularly during the period in
which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | evaluated the effectiveness of
the Registrants disclosure controls and procedures as
of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c. |  | presented in this quarterly
report our conclusions about the effectiveness of the
disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



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



| | a. |  | all significant deficiencies in
the design or operation of internal controls which
could adversely affect the Registrants ability to
record, process, summarize and report financial data
and have identified for the Registrants auditors and
material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | any fraud, whether or not
material, that involves management or other employees
who have a significant role in the Registrants
internal controls; and                                                                                                                                        



|6. |  | The Registrants other certifying officers and
I have indicated in this quarterly report whether there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies
and material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: June 13, 2003

Eugene J. Pian

22



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##### Table of Contents



CERTIFICATION

I, Craig Pian, certify that:



|1. |  | I have reviewed this quarterly report on for
10-QSB of SETO Holdings, Inc.;                                                                                                                                                                                                                                                 
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does
not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements
made, in light of the circumstances under which such
statements were made, not misleading with respects to the
period covered by this quarterly report;
|  
|3. |  | Based on my knowledge, the financial
statements, and other financial information included in this
annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of
the Registrant as of, and for, the periods presented in this
quarterly report;                    
|  
|4. |  | The Registrants other certifying officers and
I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and have;                                                                                                      



| | a. |  | designed such disclosure controls
and procedures to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within
those entities, particularly during the period in
which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | evaluated the effectiveness of
the Registrants disclosure controls and procedures as
of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c. |  | presented in this quarterly
report our conclusions about the effectiveness of the
disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



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



| | d. |  | all significant deficiencies in
the design or operation of internal controls which
could adversely affect the Registrants ability to
record, process, summarize and report financial data
and have identified for the Registrants auditors and
material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | e. |  | any fraud, whether or not
material, that involves management or other employees
who have a significant role in the Registrants
internal controls; and                                                                                                                                        



|6. |  | The Registrants other certifying officers and
I have indicated in this quarterly report whether there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies
and material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: June 13, 2003

Craig Pian

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##### Table of Contents



CERTIFICATION

I, Francine Pian, certify that:



|1. |  | I have reviewed this quarterly report on for 10-QSB of
SETO Holdings, Inc.;                                                                                                                                                                                                                                                 
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not
contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respects to the period covered by this quarterly
report;
|  
|3. |  | Based on my knowledge, the financial statements, and
other financial information included in this annual report,
fairly present in all material respects the financial condition,
results of operations and cash flows of the Registrant as of, and
for, the periods presented in this quarterly report;                    
|  
|4. |  | The Registrants other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and have;                                                                                                      



| | f. |  | designed such disclosure controls
and procedures to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within
those entities, particularly during the period in
which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | g. |  | evaluated the effectiveness of
the Registrants disclosure controls and procedures as
of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | h. |  | presented in this quarterly
report our conclusions about the effectiveness of the
disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



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



| | i. |  | all significant deficiencies in
the design or operation of internal controls which
could adversely affect the Registrants ability to
record, process, summarize and report financial data
and have identified for the Registrants auditors and
material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | j. |  | any fraud, whether or not
material, that involves management or other employees
who have a significant role in the Registrants
internal controls; and                                                                                                                                        



|6. |  | The Registrants other certifying officers and I have
indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: June 13, 2003

Francine Pian

24