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 quarterly period ended March 31, 2003, or

( )    TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
            For the transition period from __________ to ___________

COMMISSION FILE NUMBER 0-19622

WTC INDUSTRIES, INC.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)

DELAWARE                                                         38-2308668
--------------------------------------------------------------------------------
 (State or Other Jurisdiction                                  (IRS Employer
      of Incorporation)                                      Identification No.)

1000 APOLLO ROAD, EAGAN, MINNESOTA       55121-2240
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

 (651) 554-3140
--------------------------------------------------------------------------------
(Issuer's Telephone Number)

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing required for the past 90 days. Yes _X_ No ___.

APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.

1,649,098 shares of Common Stock as of April 18, 2003

         Transitional Small Business Disclosure Format (check one):
Yes ___;  No _X_


                                       1
<PAGE>


WTC INDUSTRIES, INC. AND SUBSIDIARIES

INDEX


                                                                            PAGE
                                                                            ----
PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements:

         Condensed Consolidated Unaudited Balance Sheet
            March 31, 2003 and Audited Balance Sheet
            December 31, 2002                                                 3

         Condensed Consolidated Unaudited Statements of Income
            Three Months Ended March 31, 2003 and 2002                        4

         Condensed Consolidated Unaudited Statements of Cash Flows
            Three Months Ended March 31, 2003 and 2002                        5

         Notes to Condensed Consolidated Unaudited Financial Statements       6
Item 2.  Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                       10

Item 3.  Controls and Procedures                                             14


PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                                    14





                                       2
<PAGE>


                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

                       WTC INDUSTRIES, INC. AND SUBSIDIARY
                      CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                           (Unaudited)
                                                            March 31,        December 31,
ASSETS                                                        2003               2002
------                                                    ------------       ------------
<S>                                                       <C>                <C>
Current Assets
       Cash                                               $    159,502       $    139,969
       Accounts receivable, net of allowance for
           doubtful accounts of approximately $8,000         4,679,858          4,198,018
       Inventories (Note 3)                                  1,350,467          1,279,718
       Prepaid expenses                                        250,404             72,206
       Deferred tax asset                                    1,759,300          2,000,000
                                                          ------------       ------------
             Total current Assets                            8,199,531          7,689,911

Property & Equipment, at cost, net                           3,347,618          2,710,671
Intellectual Property, net                                   2,207,775          2,215,110
Deferred Tax Asset                                           1,023,000          1,023,000
Other Assets                                                    19,559             19,559
                                                          ------------       ------------
                                                          $ 14,797,483       $ 13,658,251
                                                          ============       ============

LIABILITIES AND STOCKHOLDERS'  EQUITY
-------------------------------------

CURRENT LIABILITIES
       Note payable to bank                               $  1,050,000       $          0
       Current maturities of long-term debt                  2,474,437          2,950,593
       Accounts payable                                      2,088,992          1,029,495
       Accrued expenses:
          Interest                                              18,217             29,299
          Warranty                                             299,608            300,000
          Compensation                                         226,104            483,904
          Income tax payable                                    12,500                  0
          Other                                                 33,624             70,346
                                                          ------------       ------------
             TOTAL CURRENT LIABILITIES                       6,203,482          4,863,637

LONG-TERM LIABILITIES
Long-term debt, net of current maturities                    4,933,328          5,550,811
                                                          ------------       ------------
                                                             4,933,328          5,550,811
                                                          ------------       ------------
STOCKHOLDERS'  EQUITY (Note 4)
       Common stock                                            164,410            164,010
       Additional paid-in capital                           12,958,994         12,955,146
       Accumulated deficit                                  (9,462,731)        (9,875,353)
                                                          ------------       ------------
                                                             3,660,673          3,243,803
                                                          ------------       ------------
                                                          $ 14,797,483       $ 13,658,251
                                                          ============       ============
</TABLE>

See notes to consolidated condensed unaudited financial statements.


                                        3
<PAGE>

                       WTC INDUSTRIES, INC. AND SUBSIDIARY
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                   Three months ended March 31,
                                                   ---------------------------
                                                      2003            2002
                                                   ----------      ----------
<S>                                                <C>             <C>
NET SALES                                          $5,414,234      $5,967,847

COST OF GOODS SOLD                                  3,616,311       4,067,108
                                                   ----------      ----------
GROSS PROFIT                                        1,797,923       1,900,739

EXPENSES
        Selling, general and administrative           671,506         667,773
        Research and development                      387,294         236,591
                                                   ----------      ----------
                                                    1,058,800         904,364
                                                   ----------      ----------

INCOME FROM OPERATIONS                                739,123         996,375

OTHER EXPENSE
        Interest expense                               73,501          84,683
                                                   ----------      ----------
                                                       73,501          84,683
                                                   ----------      ----------

INCOME BEFORE INCOME TAXES                            665,622         911,692

INCOME TAX EXPENSE                                    253,000              --
                                                   ----------      ----------

NET INCOME                                         $  412,622      $  911,692
                                                   ==========      ==========

PER COMMON SHARE DATA - BASIC & DILUTED

EARNINGS PER SHARE - BASIC                         $     0.25      $     0.61
                                                   ==========      ==========
EARNINGS PER SHARE - DILUTED                       $     0.19      $     0.43
                                                   ==========      ==========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
        BASIC                                       1,641,000       1,503,000
                                                   ==========      ==========
        DILUTED                                     2,216,000       2,105,000
                                                   ==========      ==========
</TABLE>

See notes to consolidated condensed unaudited financial statements.


                                        4

<PAGE>

                       WTC INDUSTRIES, INC. AND SUBSIDIARY
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                            Three months ended March 31,
                                                                               2003              2002
                                                                           -----------       -----------
<S>                                                                        <C>               <C>
OPERATING ACTIVITIES
       Net income                                                          $   412,622       $   911,692
       Adjustments to reconcile net income to net cash
          provided by (used in) operating activities:
          Depreciation                                                         232,994           144,089
          Amortization                                                          47,549            10,212
          Noncash consulting services                                               --             2,751
          Accretion of long-term debt discount                                      --             8,122
          Changes in operating assets and liabilities:
             Accounts receivable                                              (481,840)       (1,406,245)
             Inventories                                                       (70,749)         (682,831)
             Current and other assets                                         (188,412)          (70,716)
             Deferred tax assets                                               240,700                --
             Accounts payable                                                1,059,497         1,049,254
             Accrued expenses                                                 (305,996)         (163,204)
             Income taxes payable                                               12,500                --
                                                                           -----------       -----------
                  Net cash provided by (used in) operating activities          958,865          (196,876)
                                                                           -----------       -----------

INVESTING ACTIVITIES
       Purchases of property and equipment                                    (869,941)         (336,593)
       Investment in supplier                                                       --          (100,000)
       Intellectual Property                                                   (30,000)               --
                                                                           -----------       -----------
                  Net cash used in investing activities                       (899,941)         (436,593)
                                                                           -----------       -----------

FINANCING ACTIVITIES
       Net proceeds on note payable to bank                                  1,050,000           750,000
       Proceeds from long-term debt                                                 --         5,000,000
       Proceeds from issuance of common stock                                    4,248            11,328
       Payments on long-term debt                                           (1,093,639)       (5,117,100)
                                                                           -----------       -----------
                  Net cash provided by (used in) financing activities          (39,391)          644,228
                                                                           -----------       -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                       19,533            10,759

CASH AND CASH EQUIVALENTS:
       Beginning of period                                                     139,969            81,853
                                                                           -----------       -----------

       End of period                                                       $   159,502       $    92,612
                                                                           ===========       ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION -
       Cash paid during the period for interest                            $    84,853       $    81,586
                                                                           ===========       ===========
</TABLE>


See notes to consolidated condensed unaudited financial statements.


                                       5

<PAGE>


WTC INDUSTRIES, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED UNAUDITED
FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS

BUSINESS - WTC Industries, Inc. ("WTC") manufactures and markets water
filtration and purification products for the point-of-use potable water market.
The Company's primary customers are original equipment manufacturers of home
appliances that are based in the United States who use the Company's filtration
system for drinking water that is dispensed by the appliance to the consumer.

The Company's products fall into three categories: systems and cartridges for
use by original equipment manufacturers of home appliances; point-of-use systems
and cartridges for the home or office; and portable systems for travel, outdoor
recreation, military and emergency relief applications.

HOME APPLIANCE SYSTEMS

The Company has developed several filtration systems for the home appliance
market. Appliance manufacturers have increasingly sought to add water filtration
systems to refrigerator models in response to high consumer demand driven by:
emphasis on health, fitness and wholesome diets; increased concerns among
consumers regarding the safety and quality of public water supplies; and
consumer's preferences regarding the taste and odor of water.

The Company's filtration systems provide a means to filter the drinking water
using a filtration cartridge mounted inside the refrigerator that is
periodically changed by the consumer. The Company's patented "dry-change" system
allows the consumer to easily and conveniently replace the filter cartridge.

In the appliance market, the main competitive factors are technology, product
quality, intellectual property rights and price. The Company holds several U.S.
patents on the "dry change" filter cartridge design and the manifold that is
permanently mounted inside the refrigerator to attach to the filter cartridge.
The Company believes that as the installed base of refrigerators that are
specifically designed to accept the Company's filter cartridge increases, this
need for compatibility and the Company's patent protection gives the Company a
competitive advantage in selling both original and replacement filter cartridges
to the appliance manufacturer. The need for compatibility is also an advantage
from the appliance manufacturer's standpoint, because it greatly increases the
likelihood that the end-user will purchase replacement filter cartridges from
the appliance manufacturer, who in turn purchases them from the Company.


                                       6
<PAGE>


POINT OF USE SYSTEMS

Point-of-use systems treat water at a single source, typically a water faucet,
without treating the water in the rest of the home or office. The increased
demand for point-of-use systems has been driven by a number of factors,
including ease of installation and the availability of systems at a variety of
price points for a number of different potable water problems. The Company's
point-of-use systems are similar to the "dry-change" system referred to above.

2. BASIS OF PRESENTATION

The accompanying condensed consolidated unaudited financial statements of WTC
Industries, Inc. and Subsidiary have been prepared by the Company, without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission, and reflect all adjustments, consisting of normal recurring
accruals, which are, in the opinion of management, necessary for a fair
presentation of financial position, results of operations, and cash flows for
the periods shown. These statements are condensed and do not include all
information required by accounting principles generally accepted in the United
States of America. It is recommended that these financial statements be read in
conjunction with the Company's audited financial statements and notes thereto
for the year ended December 31, 2002, which are included in the Company's Annual
Report on Form 10-KSB.

3. INVENTORIES

INVENTORIES CONSIST OF THE FOLLOWING:     March 31, 2003     Dec 31, 2002
-------------------------------------     --------------     ------------

Raw Materials                               $  807,359        $  779,223
Finished Goods                                 543,108           500,495
                                          --------------     ------------
                                            $1,350,467        $1,279,718
                                          ==============     ============

The total inventory reserve as of March 31, 2003 and December 31, 2002 is
approximately $29,000 and $12,000, respectively. The increase in the inventory
reserve is attributed to management's plan to de-emphasize the sale of the
Company's iodinated resin products due to lack of growth opportunities and the
increase in regulatory requirements for these types of products.

4. INTELLECTUAL PROPERTY

The Company's intellectual property consists primarily of technology rights and
patents. These assets are amortized over their estimated useful lives using the
straight-line method. Amortization of patents will begin upon granting of the
patents. The Company reviews these assets for any indications of impairment.


                                       7
<PAGE>


Intellectual Property, continued

<TABLE>
<CAPTION>
                                   March 31, 2003                               December 31, 2002
                      ------------------------------------------    ------------------------------------------
                                      Accumulated    Net Book                       Accumulated     Net Book
                          Cost       Amortization      Value            Cost       Amortization       Value
                      -------------- -------------- ------------    ------------- ---------------- -----------
<S>                      <C>            <C>         <C>               <C>              <C>          <C>
Technology Rights        $2,240,000     $   62,225  $2,177,775        $2,240,000       $   24,890   $2,215,110
Patents                      30,000            -0-      30,000               -0-              -0-          -0-
                      -------------- -------------- ------------    ------------- ---------------- -----------
                         $2,270,000     $   62,225  $2,207,775        $2,240,000       $   24,890   $2,215,110
                      ============== ============== ============    ============= ================ ===========
</TABLE>

Amortization expense is as follows:

   Quarter ended March 31, 2003     $ 37,335
                                    ========
   Quarter ended March 31, 2002     $      0
                                    ========
   Year ended December 31, 2002     $ 24,890
                                    ========

Estimated amortization expense for the remainder of 2003 is approximately
$120,000 and $175,000 in each of the next four years.

5. PRODUCT WARRANTY

The Company provides a limited warranty for the replacement of defective
products. The Company's standard warranty policy requires the Company to repair
or replace defective products at no cost to its customers. The Company estimates
the costs that may be incurred under its basic limited warranty and records a
liability in the amount of such costs at the time product revenue is recognized.
Factors that affect the Company's warranty liability include the number of units
sold, historical and anticipated rates of warranty claims, and cost per claim.
The Company periodically assesses the adequacy of its recorded warranty
liabilities and adjusts the amounts as necessary. The Company utilizes
historical trends and information received from its customers to assist in
determining the appropriate loss reserve levels.

Changes in the Company's warranty liability are as follows:

                                                 2003         2002
--------------------------------------------------------------------
Balances, January 1                            $300,000     $244,464
   Accruals for products sold                        --       40,248
   Payments made                                    392          212
                                             -----------------------
Balances, March 31                              299,608      284,500
                                             =======================

As a result of improved production yields, exceeding customer's parts per
million quality requirements and minimal product returns, management believes
that the warranty reserve at March 31, 2003 is adequately funded and therefore
does not require any additional accrual in the first quarter 2003.


                                       8
<PAGE>


6. INCOME TAXES

In 2003, the Company has recorded income tax expense using an estimated combined
federal and state tax rate of 38%. The Company has deferred income tax assets,
originating primarily from net operating loss carryforwards, available to offset
the cash requirements of virtually all of this income tax expense. During the
first quarter of 2002, under generally accepted accounting principles (GAAP), no
income tax accrual was recorded because the deferred income tax assets arising
from the Company's net operating loss carryforwards were fully reserved at that
time. The reserve against those deferred tax assets was reversed in the second
and fourth quarters of 2002 because of the Company's continued profitability. In
2003, GAAP requires that the Company accrue for federal and state income tax.
However, the Company's net operating loss carryforwards are expected to largely
offset any cash requirement for income tax liability.

7. STOCK-BASED COMPENSATION

The Company grants options to its employees under various plans as described
below. As permitted under accounting principles generally accepted in the United
States of America, these grants are accounted for following APB Opinion No. 25
and related interpretations. Accordingly, compensation cost has been recognized
for those grants whose exercise price is less than the fair market value of the
stock on the date of grant. There was no compensation expense recorded for
employee grants for the quarters ended March 31, 2003 and 2002.

The Company also grants options and warrants to nonemployees for goods and
services and in conjunction with certain agreements. These grants are accounted
for under FASB Statement No. 123 based on the grant date fair values.

Had compensation cost for all of the stock-based compensation grants and
warrants issued been determined based on the fair values at the grant date
consistent with the provisions of Statement No. 123, the Company's net income
and net income per basic and diluted common share would have been as indicated
below.

<TABLE>
<CAPTION>
                                                                 Quarter Ended
                                                     ---------------------------------
                                                     March 31, 2003     March 31, 2002
--------------------------------------------------------------------------------------
<S>                                                    <C>                <C>
Net income, as reported                                $ 412,622          $ 911,692
Deduct total stock-based employee compensation
   expense determined under the fair value-based
   method for all awards                                (119,394)           (38,599)
                                                     ---------------------------------
Net income, pro forma                                  $ 293,228          $ 873,093
                                                     =================================

Basic net income per common share, as reported         $    0.25          $    0.61
Basic net income per common share, pro forma                0.18               0.58
Diluted net income per common share, as reported            0.19               0.43
Diluted net income per common share, pro forma              0.13               0.41
</TABLE>

                                       9
<PAGE>


The above pro forma effects on net income and net income per basic and diluted
common share are not likely to be representative of the effects on reported net
income or net income per common share for future years because options vest over
several years and additional awards generally are made each year.

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

THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THREE MONTHS ENDED MARCH 31, 2002

NET SALES
The Company had net sales of $5,414,000, a decrease of 9% from 2002 sales of
$5,968,000. The decrease in total net sales is primarily due to lower sales of
iodinated resin products. The Company is continuing its plan to de-emphasize
sales of these products due to lack of growth opportunities and the increase in
regulatory requirements for these types of products, and, a desire to focus the
Company's business on original equipment filtration systems for appliances. In
addition, the Company had slightly lower sales of its original equipment
filtration systems for refrigerators due to the slow economy. This was partially
offset by increased sales of replacement filters. The increase in replacement
filters is a result of a larger installed base of home refrigerator filtration
systems that accept the Company's replacement filters.

The Company's two largest customers, both of whom manufacture home appliances,
accounted for 99% of the Company's total net sales through March 31, 2003,
compared to 93% for the same period in 2002. Accounts receivable from these
customers totaled approximately $4,196,000 at March 31, 2003. The Company
anticipates that sales to its two largest customers will improve throughout 2003
primarily due to (i) increased demand for appliances with the Company's water
filtration systems, (ii) these customers expanding the number of appliance
models with the Company's filtration systems, (iii) a larger installed base of
home appliance units that are designed to accept replacement filters supplied by
the Company, and (iv) the Company's plans to introduce new products.

Domestic sales were $5,374,000, or 99% of total net sales in first quarter 2003,
compared to $5,721,000 or 96% in 2002. The Company anticipates continued revenue
growth in the domestic market for the reasons indicated in the previous
paragraph as well as the possible addition of new customers. In addition, the
Company is developing other point-of-use applications for the residential water
treatment market.

International sales represented 1% of total net sales in first quarter 2003,
compared to 4% in 2002. The Company has focused its efforts in the home
appliance market which has become the dominant part of the Company's business,
while the sale of iodinated resin products has become much less significant. The
Company is exploring other sales initiatives in international markets to expand
its customer base and sales opportunities utilizing its domestic sales strategy.


                                       10
<PAGE>


GROSS PROFIT
The Company's gross profit was $1,798,000 or 33% of total nets sales in first
quarter 2003, compared to a gross profit of $1,901,000 or 32% in 2002. The
improvement in gross profit margin as a percentage of sales is primarily due to
the increase in the number of replacement filter unit sales as a percentage of
total sales. The Company continues to pursue cost reduction strategies to
improve gross profit margins during 2003.

OPERATING EXPENSES
Selling, general and administrative expenses (SG&A) for first quarter 2003 were
$672,000, or 12% of net sales, compared with $668,000, or 11% of net sales in
2002. The slight increase in SG&A spending was due to $9,000 in higher fees for
professional services related to organizational development activities, a
$17,000 increase in occupancy and insurance expenses related to expansion of
leased facilities in first quarter 2003, partially offset by lower sales related
expenses of $22,000. To support the Company's growth plans, management plans to
increase spending in SG&A by increasing the number of employees in sales and
administration, increasing expenses related to new business development
activities and expanding its intellectual property portfolio.

Research, development and engineering expenses for first quarter 2003 were
$387,000 or 7% of total net sales, compared to $237,000 or 4% in 2002. The
increase in spending is primarily due to new product development and projects
undertaken to reduce product costs. The Company plans to continue to invest in
new product development, cost reduction programs and improved product
performance, which should result in increased sales of new products and improved
gross profit margins.

INCOME FROM OPERATIONS
Income from operations was $739,000 or 14% of net sales in 2003, compared to
$996,000 or 17% of net sales in 2002. The decrease was primarily due to lower
total net sales and the increased spending in research and development.

INTEREST EXPENSE
Interest expense decreased to $74,000 in 2003 from $85,000 in 2002, primarily as
a result of lower short-term borrowing rates during first quarter 2003 compared
to the same period in 2002.

INCOME TAXES
In 2003, the Company has recorded income tax expense using an estimated combined
federal and state tax rate of 38%. The Company has deferred income tax assets,
originating primarily from net operating loss carryforwards, available to offset
the cash requirements of virtually all of this income tax expense. During the
first quarter of 2002, under generally accepted accounting principles (GAAP), no
income tax accrual was recorded because the deferred income tax assets arising
from the Company's net operating loss carryforwards were fully reserved at that
time. The reserve against those deferred tax assets was reversed in the second
and fourth quarters of 2002 because of the Company's continued profitability. In
2003, GAAP requires that the Company accrue for


                                       11
<PAGE>


federal and state income tax. However, the Company's net operating loss
carryforwards are expected to largely offset any cash requirement for income tax
liability.

LIQUIDITY AND CAPITAL RESOURCES
During the first quarter 2003, the Company generated $959,000 of cash from
operations, compared to cash used by operations of $197,000 in 2002. The
principal reason for the increase of $1,156,000 is that in 2002 the Company
experienced greater increases in accounts receivable and inventory as sales of
filtration systems and replacement filters to appliance manufacturers were
higher in the first quarter of 2002 as compared to the first quarter of 2003. As
a result, more cash was required to finance the increases in accounts receivable
and inventory in 2002 as compared to 2003. In 2003, the Company has improved its
inventory turns and reduced the number of larger purification systems in
finished goods as compared to the first quarter of 2002. In addition, the lower
net earnings of $499,000 impacted cash flows from operations in 2003.

Net cash used in investing activities was $900,000 in the first quarter 2003,
compared to $437,000 in 2002. The increase is primarily due to the Company's
investment in capital equipment to support the projected increase in sales
volumes and ongoing cost reduction programs.

Net cash used in financing activities was $39,000 in 2003, compared to net cash
provided by financing activities of $644,000 in 2002. During first quarter 2003
the Company made term note payments of $1,094,000 offset partially by proceeds
from its credit line facility of $1,050,000. In March 2003, the Company
refinanced its existing term loans totaling $7,400,000 and has a commitment from
the bank to loan an additional $3,000,000 for new capital equipment. The
Company's revolving credit facility is adequate for the Company's working
capital needs for 2003 and 2004.

A summary of the Company's contractual cash obligations at March 31, 2003 is as
follows: The figures below do not include $1,050,000 outstanding under the
Company's revolving credit facility.

<TABLE>
<CAPTION>
                        -------------------------------------------------------------------------------------------
                                                          PAYMENTS DUE BY PERIOD
----------------------- -------------------------------------------------------------------------------------------
CONTRACTUAL                                REMAINDER OF                                                 2007 AND
OBLIGATIONS                 TOTAL              2003            2004           2005         2006        THEREAFTER
----------------------- --------------- --------------- --------------- -------------- ------------ ---------------
<S>                         <C>             <C>             <C>            <C>            <C>             <C>
Long Term Debt              $7,408,000      $1,858,000      $2,467,000     $2,467,000     $616,000              --
----------------------- --------------- --------------- --------------- -------------- ------------ ---------------
Operating Leases             1,295,000         196,000         262,000        267,000      274,000         296,000
----------------------- --------------- --------------- --------------- -------------- ------------ ---------------
Total                       $8,703,000      $2,054,000      $2,729,000     $2,734,000     $890,000        $296,000
----------------------- --------------- --------------- --------------- -------------- ------------ ---------------
</TABLE>

The Company had net working capital (total current assets less total current
liabilities) of $1,996,000 as of March 31, 2003, compared to $2,826,000 as of
December 31, 2002. The decrease in working capital of $830,000 is primarily due
to increases in notes payable to bank and accounts payable of $1,050,000 and
$1,060,000, respectively. These increases are partially offset by an increase in
accounts receivable of $482,000 and decreases in current maturities of long-term
debt of $477,000 and accrued expenses of $306,000. The increase in notes payable
to bank was used to pay down bank debt of $1,094,000. The


                                       12
<PAGE>


increase in accounts payable is due to timing of payment to vendors. The
increase in accounts receivable is attributed to the Company's largest customer
with longer payment terms increasing its purchases in first quarter 2003
compared to fourth quarter 2002. The reduction in accrued expenses is due to
paying the 2002 bonuses in first quarter 2003 which were accrued at December 31,
2002. The increase in prepaid expenses is primarily due to deposits for the
Company's insurance premiums.

Management believes that cash flow from operations along with the Company's term
loans and revolving credit line availability will provide the necessary capital
to finance the Company's growth plans and the contractual obligations summarized
above.

FACTORS AFFECTING RESULTS OF OPERATIONS
The Company's sales are primarily to two large manufacturers of home appliances.
The orders placed by these customers are based on their respective plans for
various appliance models, the features and product life cycle of each model, and
various other factors. The need for planning and lead times associated with some
of these factors, the Company's intellectual property rights, and the growing
installed base of appliances using the Company's filtration systems, may provide
the Company some degree of protection against unexpected, abrupt major changes
in the flow of orders to the Company from these manufacturers. However, there is
no contractual commitment from either of the Company's major customers as to the
timing, amount or continuance of their orders and the Company has no "firm order
backlog." The loss of either of the Company's major customers or a significant
disruption in the order flow from either of them would have a serious adverse
effect on the Company.

FOREIGN CURRENCY EFFECTS
Because of the Company's lower sales to international markets, as compared to
the domestic market, foreign currency exchange rate fluctuations did not have a
significant impact on the demand for the Company's products in foreign markets.
The Company anticipates this trend to continue during 2003.

EFFECTS OF INFLATION
The Company believes that during 2003 and 2002 inflation has not had a material
impact on the Company's business.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION
Statements made in this Quarterly Report on Form 10-QSB, in the Company's other
SEC filings, in press releases and in oral statements to stockholders and
securities analysts, which are not statements of historical or current facts are
"forward looking statements." Such forward looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results or performance of the Company to be materially different from the
results or performance expressed or implied by such forward looking statements.
The words "believes," "expects," "anticipates," "seeks" and similar expressions
identify forward-looking statements. Readers are cautioned not to place undue
reliance on these forward looking statements, which speak only as of the date
the


                                       13
<PAGE>


statement was made. These statements are subject to risks and uncertainties that
could cause actual results to differ materially and adversely from the forward
looking statement, including, but not limited to, loss of a significant
customer, unanticipated manufacturing difficulties or quality control problems,
disruption in sources of supply, sufficiency of working capital, the effect of
economic conditions, the impact of competitive products, pricing pressure from
customers, and technological difficulties.

ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.

          The Company's Chief Executive Officer, James Carbonari, and Chief
Financial Officer, Greg Jensen, have reviewed the Company's disclosure controls
and procedures within 90 days prior to the filing of this report. Based upon
this review, these officers believe that the Company's disclosure controls and
procedures are effective in ensuring that material information related to the
Company that is required to be disclosed is made known to them.

(b) Changes in Internal Controls.

         There were no significant changes in the Company's internal controls or
in other factors that could significantly affect these controls subsequent to
the date the Company carried out its evaluations, including any corrective
actions with regards to significant deficiencies and material weaknesses.

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

The following documents are filed as part of the report:

EXHIBITS.

99.1  Certificate pursuant to 18 U.S.C. 1350

REPORTS ON FORM 8-K.

No reports on Form 8-K were filed during the first quarter of 2003.



                                       14
<PAGE>


SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated:  May 1, 2003                       WTC Industries, Inc.

                                          By: /s/ James J. Carbonari
                                              ----------------------------------
                                              President, Chief Executive Officer


                                         By: /s/ Gregory P. Jensen
                                             -----------------------------------
                                             Chief Financial Officer










                                       15
<PAGE>


                                 CERTIFICATIONS
                                 --------------

I, James J. Carbonari, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of WTC Industries,
     Inc.;

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

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

4.   The other certifying officer 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 Company and we have:


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

     b)   evaluated the effectiveness of the Company'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 other certifying officer and I have disclosed, based on our most recent
     evaluation, to the Company's auditors and the audit committee of the
     Company's board of directors:

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

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

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

     Date May 1, 2003                   By:   /s/ James J. Carbonari
                                              --------------------------
                                              President, Chief Executive Officer


                                       16
<PAGE>


I, Gregory P. Jensen, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of WTC Industries,
     Inc.;

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

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

4.   The other certifying officer 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 Company and we have:


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

     b)   evaluated the effectiveness of the Company'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 other certifying officer and I have disclosed, based on our most recent
     evaluation, to the Company's auditors and the audit committee of the
     Company's board of directors:

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

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

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

     Date May 1, 2003                               By: /s/  Gregory P. Jensen
                                                        ------------------------
                                                         Chief Financial Officer


                                       17