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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

|                                                |  |                               |  | 
|----------------------------------------------- |  | ----------------------------- |  | 
|For the quarterly period
ended
October 4, 2003 |  | Commission File Number 0-9318 |  | 

SHOPSMITH, INC.
(Exact Name of Registrant as specified in its charter)

|                         |  |                                   |  | 
|------------------------ |  | --------------------------------- |  | 
|Ohio                     |  | 31-0811466                        |  | 
|                         |  |                                  
|(State of Incorporation) |  | (IRS Employer Identification No.)
|                        
|6530 Poe Avenue          |  |                                  
|Dayton, Ohio             |  | 45414                            
|                         |  |                                  
|(Address of Principal    |  | (Zip Code)                       
|Executive Offices)       |  |                                  

Registrants Telephone
Number  937-898-6070

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

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

Yes     No  X

Indicate the number of shares outstanding of each of the registrants classes of
common stock as of October 21, 2003.

Common shares, without par value: 2,605,233 shares.

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TABLE OF CONTENTS



|                                                                      |                                                                                               |  |  |  |  |  |  | 
|--------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|CONSOLIDATED BALANCE SHEETS                                          
|CONSOLIDATED BALANCE SHEETS                                          
|CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (DEFICIT)
|CONSOLIDATED STATEMENTS OF CASH FLOWS                                
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                           
|                                                                      | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                                      | Item 4. Controls and Procedures.                                                             
|PART II. OTHER INFORMATION                                           
|                                                                      | Item 2. Changes in Securities and Use of Proceeds                                            
|                                                                      | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                                                                      | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                                           
|EXHIBIT 31.1                                                         
|EXHIBIT 31.2                                                         
|EXHIBIT 32.1                                                         
|EXHIBIT 32.2                                                         



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SHOPSMITH, INC. AND SUBSIDIARIES

INDEX

|                                |  |                                                                                                                                                                                |  |         
|------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------
|                                |  |                                                                                                                                                                                |  | Page No.
|Part I   Financial Information: |  |                                                                                                                                                                               
|                                |  |                                                                                                                                                                                |  |         
|                                |  | Item 1. Financial Statements                                                                                                                                                   |  |         
|                                |  | Consolidated Balance Sheets-
               October 4, 2003 and April 5, 2003                                                                                                  |  | 3 - 4   
|                                |  |                                                                                                                                                                                |  |         
|                                |  | Consolidated Statements of Operations and
               Retained Earnings (Deficit) - Three Months and Six Months
               Ended October 4, 2003 and September 28, 2002 |  | 5       
|                                |  |                                                                                                                                                                                |  |         
|                                |  | Consolidated Statements of Cash Flows-
               Six Months Ended October 4, 2003 and September 28, 2002                                                                  |  | 6       
|                                |  |                                                                                                                                                                                |  |         
|                                |  | Notes to Consolidated Financial Statements                                                                                                                                     |  | 7 - 8   
|                                |  |                                                                                                                                                                                |  |         
|                                |  | Item 2. Managements Discussion and Analysis
               of Financial Condition and Results
               of Operations                                                    |  | 9 - 10  
|                                |  |                                                                                                                                                                                |  |         
|                                |  | Item 4. Controls and procedures                                                                                                                                                |  | 11      
|                                |  |                                                                                                                                                                                |  |         
|Part II   Other Information     |  |                                                                                                                                                                               
|                                |  |                                                                                                                                                                                |  |         
|                                |  | Item 2. Changes in Securities and Use of Proceeds                                                                                                                              |  | 12      
|                                |  |                                                                                                                                                                                |  |         
|                                |  | Item 4. Submission of Matters to a Vote of Security Holders                                                                                                                    |  | 12      
|                                |  |                                                                                                                                                                                |  |         
|                                |  | Item 6. Exhibits and Reports on Form 8-K                                                                                                                                       |  | 12      
|                                |  |                                                                                                                                                                                |  |         
|Signatures                      |  | 13                                                                                                                                                                            
|                                |  |                                                                                                                                                                                |  |         
|Exhibits                        |  | 14 - 17                                                                                                                                                                       

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SHOPSMITH, INC. AND SUBSIDIARIES  CONSOLIDATED BALANCE SHEETS


|                                                                                      |                                                           |                                                           |                      |           |           |             |           |           |           |           |  | 
|------------------------------------------------------------------------------------- | --------------------------------------------------------- | --------------------------------------------------------- | -------------------- | --------- | --------- | ----------- | --------- | --------- | --------- | --------- |  | 
|                                                                                      |                                                           |                                                           |                      |           |           | October 4,  |           | April 5, 
|                                                                                      |                                                           |                                                           |                      |           |           | 2003        |           | 2003     
|                                                                                      |                                                           |                                                           |                      |           |           |             |           |          
|                                                                                      |                                                           |                                                           |                      |           |           | (Unaudited) |           |           |           |          
|                                                                                      |                                                           |                                                           |                      | ASSETS    |           |             |           |           |           |           |  | 
|Current assets:                                                                       |                                                           |                                                           |                      |           |           |             |           |          
|                                                                                      | Cash and cash equivalents                                 |                                                           | $                    | 800       |           |             | $         | 250,316   |          
|                                                                                      | Accounts receivable:                                      |                                                           |                      |           |           |             |           |           |          
|                                                                                      |                                                           | Trade, less allowance for doubtful accounts:              |                      |           |           |             |           |           |           |          
|                                                                                      |                                                           | $353,520 on October 4, 2003 and $915,489 on April 5, 2003 |                      |           | 768,082   |             |           |           | 1,395,660 |          
|                                                                                      | Inventories:                                              |                                                           |                      |           |           |             |           |           |          
|                                                                                      |                                                           | Finished products                                         |                      |           | 895,279   |             |           |           | 856,629   |          
|                                                                                      |                                                           | Raw materials and work in process                         |                      |           | 1,249,025 |             |           |           | 1,098,679 |          
|                                                                                      |                                                           |                                                           |                      |           |           |             |           |          
|                                                                                      |                                                           |                                                           | Total inventories    |           |           | 2,144,304   |           |           |           | 1,955,308 | 
|                                                                                      | Prepaid expenses                                          |                                                           |                      | 246,326   |           |             |           | 209,072   |          
|                                                                                      |                                                           |                                                           |                      |           |           |             |           |          
|                                                                                      |                                                           |                                                           | Total current assets |           |           | 3,159,512   |           |           |           | 3,810,356 | 
|Properties:                                                                           |                                                           |                                                           |                      |           |           |             |           |          
|                                                                                      | Land, building and improvements                           |                                                           |                      | 3,150,298 |           |             |           | 3,148,348 |          
|                                                                                      | Machinery, equipment and tooling                          |                                                           |                      | 6,755,488 |           |             |           | 6,723,950 |          
|                                                                                      |                                                           |                                                           |                      |           |           |             |           |          
|                                                                                      |                                                           |                                                           | Total cost           |           |           | 9,905,786   |           |           |           | 9,872,298 | 
|                                                                                      | Less, accumulated depreciation and amortization           |                                                           |                      | 7,293,228 |           |             |           | 7,213,852 |          
|                                                                                      |                                                           |                                                           |                      |           |           |             |           |          
|                                                                                      |                                                           |                                                           | Net properties       |           |           | 2,612,558   |           |           |           | 2,658,446 | 
|Long-term portion of accounts receivable
trade, less allowance for doubtful accounts: |                                                           |                                                           |                      |           |           |             |           |          
|                                                                                      | $228,739 on October 4, 2003 and $205,709 on April 5, 2003 |                                                           |                      | 698,727   |           |             |           | 577,080   |          
|Other assets                                                                          |                                                           |                                                           | 3,128                |           |           |             | 3,128     |          
|                                                                                      |                                                           |                                                           |                      |           |           |             |           |          
|Total assets                                                                          |                                                           | $                                                         | 6,473,925            |           |           | $           | 7,049,010 |          
|                                                                                      |                                                           |                                                           |                      |           |           |             |           |          

Continued

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SHOPSMITH, INC. AND SUBSIDIARIES  CONSOLIDATED BALANCE SHEETS


|                                            |                                                                                          |                                                   |                            |                                      |         |             |           |           |         |           |  | 
|------------------------------------------- | ---------------------------------------------------------------------------------------- | ------------------------------------------------- | -------------------------- | ------------------------------------ | ------- | ----------- | --------- | --------- | ------- | --------- |  | 
|                                            |                                                                                          |                                                   |                            |                                      |         | October 4,  |           | April 5, 
|                                            |                                                                                          |                                                   |                            |                                      |         | 2003        |           | 2003     
|                                            |                                                                                          |                                                   |                            |                                      |         |             |           |          
|                                            |                                                                                          |                                                   |                            |                                      |         | (Unaudited) |           |           |         |          
|                                            |                                                                                          |                                                   |                            | LIABILITIES AND SHAREHOLDERS EQUITY |         |             |           |           |         |           |  | 
|Current liabilities:                        |                                                                                          |                                                   |                            |                                      |         |             |           |          
|                                            | Accounts payable                                                                         |                                                   | $                          | 998,434                              |         |             | $         | 949,801   |        
|                                            | Note payable                                                                             |                                                   |                            |                                     |         |             |           | 400,000   |        
|                                            | Current portion of long-term debt and capital lease obligation                           |                                                   |                            | 105,249                              |         |             |           | 105,458   |        
|                                            | Customer advances                                                                        |                                                   |                            | 73,627                               |         |             |           | 65,489    |        
|                                            | Accrued liabilities:                                                                     |                                                   |                            |                                      |         |             |           |           |        
|                                            |                                                                                          | Compensation, employee benefits and payroll taxes |                            |                                      | 259,623 |             |           |           | 396,573 |          
|                                            |                                                                                          | Sales taxes payable                               |                            |                                      | 79,598  |             |           |           | 64,177  |          
|                                            |                                                                                          | Accrued recourse liability                        |                            |                                      | 302,819 |             |           |           | 351,055 |          
|                                            |                                                                                          | Accrued expenses                                  |                            |                                      | 268,414 |             |           |           | 273,605 |          
|                                            |                                                                                          | Other                                             |                            |                                      | 75,202  |             |           |           | 72,921  |          
|                                            |                                                                                          |                                                   |                            |                                      |         |             |           |          
|                                            |                                                                                          |                                                   | Total current liabilities  |                                      |         | 2,162,966   |           |           |         | 2,679,079 | 
|Long-term debt and capital lease obligation |                                                                                          |                                                   | 2,320,818                  |                                      |         |             | 2,374,220 |          
|                                            |                                                                                          |                                                   |                            |                                      |         |             |           |          
|                                            |                                                                                          |                                                   | Total liabilities          |                                      |         | 4,483,784   |           |           |         | 5,053,299 | 
|Shareholders equity:                       |                                                                                          |                                                   |                            |                                      |         |             |           |          
|                                            | Preferred shares- without par value;
authorized 500,000; none issued                     |                                                   |                            |                                      |         |             |           |           |        
|                                            | Common shares- without par value;
authorized 5,000,000; issued and outstanding 2,605,233 |                                                   |                            | 2,806,482                            |         |             |           | 2,806,482 |        
|                                            | Deficit                                                                                  |                                                   |                            | (816,341                             | )       |             |           | (810,771  | )      
|                                            |                                                                                          |                                                   |                            |                                      |         |             |           |          
|                                            |                                                                                          |                                                   | Total shareholders equity |                                      |         | 1,990,141   |           |           |         | 1,995,711 | 
|                                            |                                                                                          |                                                   |                            |                                      |         |             |           |          
|Total liabilities and shareholders equity  |                                                                                          | $                                                 | 6,473,925                  |                                      |         | $           | 7,049,010 |          
|                                            |                                                                                          |                                                   |                            |                                      |         |             |           |          

See notes to consolidated financial statements.

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SHOPSMITH, INC. AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (DEFICIT)


|                                       |                          |           |           |                    |          |                  |           |             |          |               |           |           |          |   |           |           |          |  
|-------------------------------------- | ------------------------ | --------- | --------- | ------------------ | -------- | ---------------- | --------- | ----------- | -------- | ------------- | --------- | --------- | -------- | - | --------- | --------- | -------- | -
|                                       |                          |           |           | Three Months Ended |          | Six Months Ended
|                                       |                          |           |           |                    |          |                 
|                                       |                          |           |           | October 4,         |          | September 28,    |           | October 4,  |          | September 28,
|                                       |                          |           |           | 2003               |          | 2002             |           | 2003        |          | 2002         
|                                       |                          |           |           |                    |          |                  |           |             |          |              
|                                       |                          |           |           | (Unaudited)        |          | (Unaudited)      |           | (Unaudited) |          | (Unaudited)  
|                                      
|Net sales                              |                          | $         | 3,174,334 |                    |          | $                | 3,206,760 |             |          | $             | 6,286,838 |           |          | $ | 6,621,772 |          
|Cost of products sold                  |                          |           | 1,513,085 |                    |          |                  | 1,535,284 |             |          |               | 3,094,994 |           |          |   | 3,153,189 |          
|                                       |                          |           |           |                    |          |                  |           |             |          |               |           |           |          |   |           |          
|Gross margin                           |                          |           | 1,661,249 |                    |          |                  | 1,671,476 |             |          |               | 3,191,844 |           |          |   | 3,468,583 |          
|Selling expenses                       |                          |           | 1,097,947 |                    |          |                  | 1,223,368 |             |          |               | 2,285,274 |           |          |   | 2,472,780 |          
|Administrative expenses                |                          |           | 419,824   |                    |          |                  | 350,750   |             |          |               | 864,230   |           |          |   | 775,860   |          
|                                       |                          |           |           |                    |          |                  |           |             |          |               |           |           |          |   |           |          
|                                       | Total operating expenses |           |           | 1,517,771          |          |                  |           | 1,574,118   |          |               |           | 3,149,504 |          |   |           | 3,248,640 |         
|Income before other income
and expense |                          |           | 143,478   |                    |          |                  | 97,358    |             |          |               | 42,340    |           |          |   | 219,943   |          
|Interest income                        |                          |           | 43,518    |                    |          |                  | 26,814    |             |          |               | 87,161    |           |          |   | 50,244    |          
|Interest expense                       |                          |           | 64,913    |                    |          |                  | 87,414    |             |          |               | 133,019   |           |          |   | 172,817   |          
|Other income (expense), net            |                          |           | 1,305     |                    |          |                  | (486      | )           |          |               | 2,829     |           |          |   | 2,630     |          
|                                       |                          |           |           |                    |          |                  |           |             |          |               |           |           |          |   |           |          
|Income (loss) before income taxes      |                          |           | 123,388   |                    |          |                  | 36,272    |             |          |               | (689      | )         |          |   | 100,000   |          
|Income tax expense                     |                          |           | 4,881     |                    |          |                  |          |             |          |               | 4,881     |           |          |   |          |          
|                                       |                          |           |           |                    |          |                  |           |             |          |               |           |           |          |   |           |          
|Net income (loss)                      |                          |           | 118,507   |                    |          |                  | 36,272    |             |          |               | (5,570    | )         |          |   | 100,000   |          
|Retained deficit:                      |                          |           |           |                    |          |                  |           |             |          |               |           |           |          |   |           |          
|                                       |                          | Beginning |           |                    | (934,848 | )                |           |             | (847,043 | )             |           |           | (810,771 | ) |           |           | (910,771 | )
|                                       |                          |           |           |                    |          |                  |           |             |          |               |           |           |          |   |           |          
|                                       |                          | Ending    |           | $                  | (816,341 | )                |           | $           | (810,771 | )             |           | $         | (816,341 | ) |           | $         | (810,771 | )
|                                       |                          |           |           |                    |          |                  |           |             |          |               |           |           |          |   |           |          
|Net income (loss) per common share     |                          |           |           |                    |          |                  |           |             |          |               |           |           |          |   |           |          
|(Note 3)                               |                          |           |           |                    |          |                  |           |             |          |               |           |           |          |   |           |          
|                                       | Basic                    |           | $         | 0.05               |          |                  | $         | 0.01        |          |               | $         | (0.00     | )        |   | $         | 0.04      |         
|                                       |                          |           |           |                    |          |                  |           |             |          |               |           |           |          |   |           |          
|                                       | Diluted                  |           | $         | 0.05               |          |                  | $         | 0.01        |          |               | $         | (0.00     | )        |   | $         | 0.04      |         
|                                       |                          |           |           |                    |          |                  |           |             |          |               |           |           |          |   |           |          

See notes to consolidated financial statements.

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SHOPSMITH, INC. AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF CASH FLOWS


|                                                  |                                                         |                                                                               |                                        |          |                  |          |               |         |         |          |  
|------------------------------------------------- | ------------------------------------------------------- | ----------------------------------------------------------------------------- | -------------------------------------- | -------- | ---------------- | -------- | ------------- | ------- | ------- | -------- | -
|                                                  |                                                         |                                                                               |                                        |          | Six Months Ended
|                                                  |                                                         |                                                                               |                                        |          |                 
|                                                  |                                                         |                                                                               |                                        |          | October 4,       |          | September 28,
|                                                  |                                                         |                                                                               |                                        |          | 2003             |          | 2002         
|                                                  |                                                         |                                                                               |                                        |          |                  |          |              
|                                                  |                                                         |                                                                               |                                        |          | (Unaudited)      |          | (Unaudited)  
|                                                 
|Cash flows from operating activities:             |                                                         |                                                                               |                                        |          |                  |          |               |        
|Net income (loss)                                 |                                                         | $                                                                             | (5,570                                 | )        |                  | $        | 100,000       |        
|                                                  |                                                         | Adjustments to reconcile net income (loss) to
cash from operating activities: |                                        |          |                  |          |               |         |         |         
|                                                  |                                                         | Depreciation and amortization                                                 |                                        |          | 79,376           |          |               |         | 106,057 |         
|                                                  |                                                         | Provision for doubtful accounts                                               |                                        |          | 145,929          |          |               |         | 101,342 |         
|                                                  |                                                         | Changes in operating assets and liabilities:                                  |                                        |          |                  |          |               |         |         |         
|                                                  |                                                         |                                                                               | Restricted cash                        |          |                  |         |               |         |         | 126,585  |  
|                                                  |                                                         |                                                                               | Accounts receivable                    |          |                  | 360,002  |               |         |         | 257,244  |  
|                                                  |                                                         |                                                                               | Inventories                            |          |                  | (188,996 | )             |         |         | (81,271  | )
|                                                  |                                                         |                                                                               | Other assets                           |          |                  | (37,254  | )             |         |         | (49,907  | )
|                                                  |                                                         |                                                                               | Accounts payable and customer advances |          |                  | 56,771   |               |         |         | (536,828 | )
|                                                  |                                                         |                                                                               | Other current liabilities              |          |                  | (172,675 | )             |         |         | (41,496  | )
|                                                  |                                                         |                                                                               |                                        |          |                  |          |               |        
|Cash provided from (used in) operating activities |                                                         |                                                                               | 237,583                                |          |                  |          | (18,274       | )      
|Cash flows from investing activities:             |                                                         |                                                                               |                                        |          |                  |          |               |        
|                                                  | Property additions                                      |                                                                               |                                        | (33,488  | )                |          |               | (10,275 | )      
|                                                  |                                                         |                                                                               |                                        |          |                  |          |               |        
|Cash (used in) investing activities               |                                                         |                                                                               | (33,488                                | )        |                  |          | (10,275       | )      
|Cash flows from financing activities:             |                                                         |                                                                               |                                        |          |                  |          |               |        
|                                                  | Payments on note payable                                |                                                                               |                                        | (400,000 | )                |          |               |        |        
|                                                  | Payments on long-term debt and capital lease obligation |                                                                               |                                        | (53,611  | )                |          |               | (28,379 | )      
|                                                  |                                                         |                                                                               |                                        |          |                  |          |               |        
|Cash (used in) financing activities               |                                                         |                                                                               | (453,611                               | )        |                  |          | (28,379       | )      
|                                                  |                                                         |                                                                               |                                        |          |                  |          |               |        
|Net decrease in cash                              |                                                         |                                                                               | (249,516                               | )        |                  |          | (56,928       | )      
|Cash and cash equivalents:                        |                                                         |                                                                               |                                        |          |                  |          |               |        
|                                                  | At beginning of period                                  |                                                                               |                                        | 250,316  |                  |          |               | 76,324  |        
|                                                  |                                                         |                                                                               |                                        |          |                  |          |               |        
|                                                  | At end of period                                        |                                                                               | $                                      | 800      |                  |          | $             | 19,396  |        
|                                                  |                                                         |                                                                               |                                        |          |                  |          |               |        

See notes to consolidated financial statements.

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SHOPSMITH, INC. AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




|1. |  | In the opinion of management, all adjustments (consisting of only normal
and recurring adjustments) have been made as of October 4, 2003 and
September 28, 2002 to present the financial statements fairly. However, the
results of operations for the six months then ended are not necessarily
indicative of results for the full fiscal year. The financial statements
and notes are presented as permitted by Form 10-Q, and do not contain
certain information included in the annual financial statements. The
financial statements accompanying this report should be read in conjunction
with the financial statements and notes thereto included in the Annual
Report to Shareholders for the year ended April 5, 2003.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Taxable income for the three months ended October 4, 2003 and for the three
and six months ended September 28, 2002 was offset by a net operating loss
carryforward. The tax expense shown for the three and six months ended
October 4, 2003 relates to a provision for alternative minimum tax.                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|3. |  | Basic income per share is computed by dividing net income by the weighted
average number of common shares outstanding during the period. Diluted
income per share reflects per share amounts that would have resulted if
stock options had been converted into common stock. The following
reconciles amounts reported in the financial statements:                                                                                                                                                                                                                                                                                                                                                                             

|                                |  |                    |           |                  |  |            |           |               |  |   |           |   |  |   |           | 
|------------------------------- |  | ------------------ | --------- | ---------------- |  | ---------- | --------- | ------------- |  | - | --------- | - |  | - | --------- | 
|                                |  | Three Months Ended |           | Six Months Ended
|                                |  |                    |           |                 
|                                |  | October 4,         |           | September 28,    |  | October 4, |           | September 28,
|                                |  | 2003               |           | 2002             |  | 2003       |           | 2002         
|                                |  |                    |           |                  |  |            |           |              
|Net income (loss)               |  | $                  | 118,507   |                  |  | $          | 36,272    |               |  | $ | (5,570    | ) |  | $ | 100,000   | 
|                                |  |                    |           |                  |  |            |           |               |  |   |           |   |  |   |           | 
|Weighted average shares         |  |                    | 2,605,233 |                  |  |            | 2,605,233 |               |  |   | 2,605,233 |   |  |   | 2,605,233 | 
|Additional dilutive shares      |  |                    | 375       |                  |  |            |          |               |  |   | 188       |   |  |   |          | 
|                                |  |                    |           |                  |  |            |           |               |  |   |           |   |  |   |           | 
|Total dilutive shares           |  |                    | 2,605,608 |                  |  |            | 2,605,233 |               |  |   | 2,605,421 |   |  |   | 2,605,233 | 
|                                |  |                    |           |                  |  |            |           |               |  |   |           |   |  |   |           | 
|Basic income (loss) per share   |  | $                  | 0.05      |                  |  | $          | 0.01      |               |  | $ | (0.00     | ) |  | $ | 0.04      | 
|                                |  |                    |           |                  |  |            |           |               |  |   |           |   |  |   |           | 
|Diluted income (loss) per share |  | $                  | 0.05      |                  |  | $          | 0.01      |               |  | $ | (0.00     | ) |  | $ | 0.04      | 
|                                |  |                    |           |                  |  |            |           |               |  |   |           |   |  |   |           | 



| |  | There were no additional dilutive shares included in the computation for the
periods ended September 28, 2002 because the stock options were anti-dilutive.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

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|4. |  | During fiscal 2002, Shopsmith entered into an arrangement with John R.
Folkerth, the Companys CEO, which allows the Company to borrow up to
$500,000 with interest at twelve percent. The maximum authorized borrowing
was increased to $600,000 in July 2002. Substantially all personal property
except for certain receivables are pledged as collateral. Interest is due
monthly and the note is payable on demand. At July 5, 2003 there was
$300,000 outstanding and at April 5, 2003 there was $400,000 outstanding
under this arrangement. Borrowings from Mr. Folkerth are subject to Mr.
Folkerths approval and are payable upon demand by Mr. Folkerth. The note
payable was paid in full on July 31, 2003.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|5. |  | On December 31, 2002, Shopsmith entered into a loan agreement with
Provident Bank which allows the Company to borrow up to the lesser of
$750,000 or 80% of eligible receivables due from Lowes Companies, Inc.,
with interest charged at one and one-half percent over the banks prime
rate. On July 17, 2003, this agreement was amended to allow borrowings up
to $1,400,000. The agreement requires compliance with certain net income,
net worth, and miscellaneous covenants. Substantially all personal property
is pledged as collateral. At October 4, 2003, there was no amount
outstanding under this agreement.                                                                                            
|  
|6. |  | A major retailer represented 24% and 26% of net sales for the quarters
ended October 4, 2003 and September 28, 2002, respectively. This retailer
also represented 34% and 42% of trade accounts receivable at October 4,
2003 and April 5, 2003, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|7. |  | In May 2002, Shopsmith had implemented an employee salary reduction plan.
Reductions under this plan continued through December 2002. As part of this
plan, fiscal 2003 pre-tax income above $100,000 was used to return the
amount of the reduction to the employees and if income had permitted, to
pay an additional incentive equal to the amount of the reduction. Fiscal
2003 income levels permitted approximately $70,000 or 76% of the reduction
to be returned. This amount was paid during the quarter ended July 5, 2003,
and no further liabilities exist under the plan.                                                                                                                                  
|  
|8. |  | The Company has adopted the disclosure only provisions of Statement of
Financial Accounting Standards (SFAS) No. 123, Accounting for
Stock-Based Compensation, as amended by SFAS No. 148, Accounting for
Stock-Based Compensation  Transition and Disclosure, and, accordingly,
accounts for its stock option plans using the intrinsic value method of
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees.                                                                                                                                                                                                                                                                 
|  
|   |  | The following table illustrates the effect on net income and earnings per
share if compensation expense was measured using the fair value recognition
provisions of SFAS No. 123.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

|                                                |  |                    |         |                  |  |            |        |               |  |   |        |   |  |   |         | 
|----------------------------------------------- |  | ------------------ | ------- | ---------------- |  | ---------- | ------ | ------------- |  | - | ------ | - |  | - | ------- | 
|                                                |  | Three Months Ended |         | Six Months Ended
|                                                |  |                    |         |                 
|                                                |  | October 4,         |         | September 28,    |  | October 4, |        | September 28,
|                                                |  | 2003               |         | 2002             |  | 2003       |        | 2002         
|                                                |  |                    |         |                  |  |            |        |              
|Net income (loss)  as reported                 |  | $                  | 118,507 |                  |  | $          | 36,272 |               |  | $ | (5,570 | ) |  | $ | 100,000 | 
|Net income (loss)  pro forma                   |  | $                  | 117,847 |                  |  | $          | 17,272 |               |  | $ | (6,230 | ) |  | $ | 81,000  | 
|Diluted earnings (loss) per share  as reported |  | $                  | 0.05    |                  |  | $          | 0.01   |               |  | $ | (0.00  | ) |  | $ | 0.04    | 
|Diluted earnings (loss) per share  pro forma   |  | $                  | 0.05    |                  |  | $          | 0.01   |               |  | $ | (0.00  | ) |  | $ | 0.03    | 



|9. |  | New Accounting Pronouncements  In May 2003, the Financial Accounting
Standards Board issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity. SFAS No.
150 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity.
SFAS No. 150 was effective for financial instruments entered into or
modified after May 31, 2003, and otherwise was effective at the beginning
of the first interim period beginning after June 15, 2003. The adoption of
this statement did not have an impact on the Companys consolidated
financial statements.                                                                                                                                                                                                                                                                                                   
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | In January 2003, the FASB issued FIN 46, Consolidation of Variable
Interest Entities. This standard clarifies the application of Accounting
Research Bulletin No. 51, Consolidated Financial Statements, and
addresses consolidation by business enterprises of variable interest
entities. FIN 46 requires existing unconsolidated variable interest
entities to be consolidated by their primary beneficiaries if the entities
do not effectively disperse risk among the parties involved. FIN 46 also
enhances the disclosure requirements related to variable interest entities.
This statement is effective immediately for variable interest entities
created or in which an enterprise obtains an interest after January 31,
2003. FIN 46 was effective for the Company beginning July 1, 2003 for all
interest in variable interest entities acquired before February 1, 2003.
The adoption of this statement did not have an impact on the Companys
consolidated financial statements.

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Item 2. Managements
Discussion and Analysis of Financial Condition and Results of Operations

General

Shopsmith manufactures and sells woodworking products. Our core product, the
Mark V, is sold directly to consumers through demonstration sales events and
indirectly to consumers through distributors (primarily Lowes where Shopsmith
also conducts sales demonstrations), along with smaller amounts through other
efforts. Mark V sales demonstrations are performed in shopping malls, at home
shows, and at state fairs. Other woodworking products and accessories are sold
through mail and Internet channels. Shopsmith recognizes revenue for these
orders at the time of product shipment.

Critical Accounting Policies And Estimates

The financial condition and results of operations for Shopsmith presented in the
Consolidated Financial Statements, accompanying notes , selected financial data
appearing elsewhere within this report, and managements discussion and analysis
are dependent upon the Companys accounting policies. The selection and
application of these accounting policies involve judgements, estimates, and
uncertainties that are susceptible to change. In managements opinion, the
Companys critical accounting policies include the allowance for doubtful
accounts and accrued recourse liability.

Allowance For Doubtful Accounts

The Company maintains an allowance for doubtful accounts for estimated losses
resulting from the inability of our customers to make required payments.
Customer accounts are stratified by type of account, original credit rating, and
recent payment history. Estimated loss rates are then applied to these groups.
Deterioration of our customers ability to make payments could require additions
to the allowance.

Accounts repurchased under the recourse provision, discussed below, are carried
in trade accounts receivable net of an allowance for doubtful accounts while the
Company attempts to collect them. An allowance also exists for estimated future
losses on accounts not yet repurchased as discussed below in Accrued Recourse
Liability. Since these accounts are not classified as trade accounts receivable
until the repurchase occurs, the allowance percentage of doubtful accounts to
total receivables is unusually high compared to other receivable arrangements.

Accrued Recourse Liability

Certain retail installment contracts sold to financial institutions through the
fiscal year ended March 31, 2001 included a recourse provision. Under this
recourse provision, Shopsmith is obligated to purchase the installment contract
if the customer defaults on his obligation to the financial institution. The
Companys liability for future recourse obligations has been estimated using
factors based on the value and rate of change of the value of the outstanding
accounts, the rate and changes in the rate of repurchases required under the
recourse provision, as well as estimates of amounts collectable after the
accounts are repurchased. If these factors would deteriorate, additional
accruals would be necessary and would affect future operating results.

Results of Operations

Fiscal 2004 second quarter sales decreased to $3,174,000, or 1.0% from
$3,207,000 generated during the same period a year ago. Fiscal 2004 year-to-date
sales decreased to $6,287,000, or 5.1% from $6,622,000 last year. The decreases
occurred primarily in our catalog and distributor sales. Demonstration sales of
the Mark V increased at high traffic events, such as state fairs. This was
partially offset by decreases in Mark V sales within Lowes stores.

Gross margin rates decreased by 0.2 percentage points compared to the same
period last year. On a year-to-date basis, gross margin rates decreased by 1.6
percentage points due to the increased proportion of sales through distributors.
Operating expenses were reduced by $56,000 to $1,518,000 in the fiscal 2004
second quarter from $1,574,000 in last years second quarter. This reduction was
due to continued improvement in expense controls on Mark V sales events.
Administrative costs were higher than the same period for last year because of a
$60,000 favorable agreement on finance participation rebates that occurred in
last years second quarter. For fiscal 2004 year-to-date, operating costs
decreased by $99,000 to $3,150,000 from $3,249,000 in the prior year.

Provisions for recoverable federal income taxes are based on estimated annual
effective rates, less a valuation reserve. Taxable income for the quarters ended
October 4, 2003 and September 28, 2002 was offset by the utilization of net
operating loss carryforwards. Tax expense recorded in the second quarter of
fiscal 2004 reflected alternative minimum tax payments.

With the reduction in operating expenses, the Company recorded net income of
$119,000 or $.05 per diluted share in the quarter ended October 4, 2003 compared
to net income of $36,000 or $.01 per diluted share for the same period of last
year. For

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fiscal 2004 year-to-date, a net loss of $6,000 or $.00 per diluted share was
incurred, compared to net income of $100,000 or $.04 per diluted share for the
same period last year.

Liquidity and Financial Position

Cash provided from operations totaled $238,000 for the six months ended October
4, 2003, compared with a usage of $18,000 for the same period of the preceding
year. Payments of $400,000 on a note payable and decreases in receivables of
$360,000 were the primary factors affecting cash for the period.

The current ratio was 1.46 to 1 at October 4, 2003 compared to 1.42 to 1 at the
beginning of the current fiscal year. The debt to equity ratio decreased to 2.25
to 1 from 2.53 to 1 at April 5, 2003.

During fiscal 2002, Shopsmith entered into an arrangement with John R. Folkerth,
the Companys CEO, which allowed the Company to borrow up to $500,000 with
interest at twelve percent. The maximum authorized borrowing was increased to
$600,000 in July 2002. Substantially all personal property except for certain
receivables was pledged as collateral. Interest was due monthly and the note was
payable on demand. At July 5, 2003, there was $300,000 outstanding under this
arrangement all of which was paid in full on July 31, 2003. Borrowings from Mr.
Folkerth were subject to Mr. Folkerths approval and were payable upon demand by
Mr. Folkerth.

On December 31, 2002, Shopsmith entered into a loan agreement with Provident
Bank which allows the Company to borrow up to the lesser of $750,000 or 80% of
eligible receivables due from Lowes Companies, Inc., with interest charged at
one and one-half percent over the Banks prime rate. On July 17, 2003, this
agreement was amended to allow borrowings up to $1,400,000. The agreement
requires compliance with certain net income, net worth, and miscellaneous
covenants. Substantially all personal property is pledged as collateral. At
October 4, 2003, there were no amounts outstanding under this agreement.

With the increased borrowing allowed under the amended agreement with Provident
Bank, the Company believes that adequate liquidity is available for the current
fiscal year. The Company believes that continued profitability is critical to
ensuring adequate liquidity in future fiscal years.

Forward Looking Statements

The foregoing discussion and the Companys consolidated financial statements
contain certain forward-looking statements that involve risks and uncertainties,
including but not limited to the following: (i) the operating cash flows
together with currently available working capital may be inadequate to finance
the operating needs of the Company; (ii) cancellation by Lowes of the in-store
sales program; (iii) the Company may fail to comply with the financial covenants
contained in its Loan Agreement dated December 31, 2002 with Provident Bank, in
which event the Bank may declare all amounts owing by the Company to the Bank to
be immediately due and payable; and (iv) actual losses related to doubtful
accounts and recourse liability (discussed under Critical Accounting Policies
and Estimates) may exceed current estimates.

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Item 4. Controls and Procedures.



| |  | (a) Evaluation of Disclosure Controls and Procedures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The Companys Chairman and Chief Executive Officer, John R. Folkerth,
and the Companys Chief Financial Officer, Mark A. May, have evaluated the
Companys internal controls and disclosure controls systems within 90 days
of the filing of this report. Messrs. Folkerth and May have concluded that
the Companys disclosure controls and procedures are functioning
effectively to provide reasonable assurance that the Company can meet its
disclosure obligations. The reporting process is designed to ensure that
information required to be disclosed by the Company in the reports that it
files or submits with the Commission is recorded, processed, summarized and
reported within the time periods specified in the Commissions rules and
forms. Since Messrs. Folkerths and Mays most recent review of the
Companys internal controls systems, there have been no significant changes
in internal controls or in other factors that could significantly affect
these controls.
|
| |  | (b) Changes in Internal Controls                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | There were no significant changes in the Companys internal controls
or in other factors that could significantly affect the Companys
disclosure controls and procedures subsequent to the Evaluation Date, nor
any significant deficiencies or material weaknesses in such disclosure
controls and procedures requiring corrective actions. As a result, no
corrective actions were taken.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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PART II. OTHER INFORMATION




Item 2. Changes in Securities and Use of Proceeds

| |  |                                                                                                                          
| |  | -------------------------------------------------------------------------------------------------------------------------
| |  | The Loan Agreement dated December 31, 2002 between the Company and the
Provident Bank prohibits the payment of dividends.




Item 4. Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Shareholders on July 30, 2003. At the
meeting, shareholders (a) elected Messrs. Robert L. Folkerth and Brady L.
Skinner as directors of the Company and (b) approved the appointment of Crowe
Chizek and Company LLC as independent public accountants for the Company. Votes
were tabulated as follows:

|                       |                              |     |  |           |  |          |  |           |  |  |  |        |  |  |        |   | 
|---------------------- | ---------------------------- | --- |  | --------- |  | -------- |  | --------- |  |  |  | ------ |  |  | ------ | - | 
|                       |                              |     |  |           |  |          |  |           |  |  |  |        |  |  | Broker
|Issue                  |                              | For |  | Against   |  | Withheld |  | Non votes
|                      
|Election of directors: |                              |     |  |           |  |          |  |           |  |  |  |        |  |  |        |  
|                       | Robert L. Folkerth           |     |  | 2,050,545 |  |          |  |           |  |  |  | 94,997 |  |  |        |  | 
|                       | Brady L. Skinner             |     |  | 2,055,750 |  |          |  |           |  |  |  | 89,792 |  |  |        |  | 
|Appointment            |                              |     |  |           |  |          |  |           |  |  |  |        |  |  |        |  
|                       | Crowe Chizek and Company LLC |     |  | 2,140,726 |  |          |  | 785       |  |  |  | 4,031  |  |  |        |  | 




Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits:

|     |  |                                                                                                                                                                                     
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of the Chief Executive Officer pursuant to Securities
Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|     |  |                                                                                                                                                                                     
|31.2 |  | Certification of the Chief Financial Officer pursuant to Securities
Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|     |  |                                                                                                                                                                                     
|32.1 |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.                              
|     |  |                                                                                                                                                                                     
|32.2 |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.                              

(b)  Reports on Form 8-K:

None

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SIGNATURES

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

| |  |                 |  |                                                                                                  
| |  | --------------- |  | -------------------------------------------------------------------------------------------------
| |  | SHOPSMITH, INC.
|
|
| |  | By              |  | /s/ Mark A May
Mark A. May
Vice President of Finance (Principal Financial and
Accounting Officer)

Date: November 18, 2003

Page 13