##### Table of Contents



FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Quarterly Report Under Section 13 or 15 (d)
Of the Securities Exchange Act of 1934

|                                    |  |  |  |                              
|----------------------------------- |  |  |  | -----------------------------
|For the quarter ended
June 29 2002 |  |  |  | Commission File Number 0-9318

SHOPSMITH, INC.
(Name of Registrant)

|                         |  |                                     
|------------------------ |  | ------------------------------------
|Ohio                     |  | 31-0811466                          
|                        
|                        
|                        
|                        
|(State of Incorporation) |  | (IRS Employer Identification Number)
|                        
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|                        
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|                         |  |                                     
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|                        
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|                        
|6530 Poe Avenue          |  |                                     
|                        
|                        
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|                        
|Dayton, Ohio             |  | 45414                               
|                        
|                        
|                        
|                        
|(Address of Principal    |  | (Zip Code)                          
|                        
|                        
|                        
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|Executive Offices)       |  |                                     

Registrants Telephone 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  (XBOX) |  | No  (BOX) | 

Indicate the number of shares outstanding of each of the registrants classes
of common stock as of July 19,2002.

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

Page 1



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TABLE OF CONTENTS



|                                                   |                                                                                               |  |  |  |  |  |  | 
|-------------------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|                                                   | CONSOLIDATED BALANCE SHEETS                                                                  
|                                                   | CONSOLIDATED STATEMENT OF OPERATIONS AND RETAINED EARNINGS                                   
|                                                   | CONSOLIDATED STATEMENTS OF CASH FLOW                                                         
|                                                   | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                   
|                                                   | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                   | Item 3. Quantitative and qualitative disclosures about market risk.                          
|PART II. OTHER INFORMATION                        
|EX-4.10.1  Amendment to Promissory Note           
|EX-4.13.1  Amend & Restated Demand Promissory Note
|EX-99.2  Certification by John R. Folkerth, CEO   
|EX-99.3  Certification by Mark May, CFO           



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##### Table of Contents



SHOPSMITH, INC. AND SUBSIDIARIES

INDEX

|                               |  |                                                  |                                                    |  |          |      | 
|------------------------------ |  | ------------------------------------------------ | -------------------------------------------------- |  | -------- | ---- | 
|                               |  |                                                  |                                                    |  | Page No.
|                               |  |                                                  |                                                    |  |         
|Part I. Financial information: |  |                                                  |                                                    | 
|                              
|                              
|                              
|                              
|                               |  | Item 1. Financial Statements                     |                                                    |  |          |     
|                              
|                              
|                              
|                              
|                               |  | Consolidated Balance Sheets-                     |                                                    |  |          |     
|                              
|                              
|                              
|                              
|                               |  |                                                  | June 29, 2002 and March 30, 2002                   |  |          | 3-4  | 
|                              
|                              
|                              
|                              
|                               |  | Statements of Consolidated Operations and        |                                                    |  |          |     
|                              
|                              
|                              
|                              
|                               |  |                                                  | Retained Earnings  Three Months                   |  |          |      | 
|                              
|                              
|                              
|                              
|                               |  |                                                  | Ended June 29, 2002 and June 30, 2001              |  |          | 5    | 
|                              
|                              
|                              
|                              
|                               |  | Consolidated Statements of Cash Flows-           |                                                    |  |          |     
|                              
|                              
|                              
|                              
|                               |  |                                                  | Three Months Ended June 29, 2002 and June 30, 2001 |  |          | 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 3. Quantitative and qualitative disclosures |                                                    |  |          |     
|                              
|                              
|                              
|                              
|                               |  |                                                  | about market risk                                  |  |          | 11   | 
|                              
|                              
|                              
|                              
|Part II. Other Information     |  |                                                  | 12                                                 | 

Page 2



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##### Table of Contents






SHOPSMITH INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

|                                         |                                                |                                              |                                   |                      |         |             |           |           |           |           |           | 
|---------------------------------------- | ---------------------------------------------- | -------------------------------------------- | --------------------------------- | -------------------- | ------- | ----------- | --------- | --------- | --------- | --------- | --------- | 
|                                         |                                                |                                              |                                   |                      |         | June 29     |           | March 30 
|                                         |                                                |                                              |                                   |                      |         | 2002        |           | 2002     
|                                         |                                                |                                              |                                   |                      |         |             |           |          
|                                         |                                                |                                              |                                   |                      |         | (Unaudited) |           |           |           |          
|                                         |                                                |                                              |                                   | ASSETS               |         |             |           |           |           |           |           | 
|                                        
|                                        
|                                        
|                                        
|Current Assets:                          |                                                |                                              |                                   |                      |         |             |           |          
|                                        
|                                        
|                                        
|                                        
|                                         | Cash and equivalents                           |                                              | $                                 | 1,225                |         |             | $         | 76,324    |          
|                                        
|                                        
|                                        
|                                        
|                                         | Restricted cash                                |                                              |                                   | 198,570              |         |             |           | 151,585   |          
|                                        
|                                        
|                                        
|                                        
|                                         | Accounts receivable:                           |                                              |                                   |                      |         |             |           |           |          
|                                        
|                                        
|                                        
|                                        
|                                         |                                                | Trade, less allowance for doubtful accounts: |                                   |                      |         |             |           |           |           |          
|                                        
|                                        
|                                        
|                                        
|                                         |                                                | $814,165 on June 29 and $774,708 on March 30 |                                   |                      | 830,103 |             |           |           | 1,642,366 |          
|                                        
|                                        
|                                        
|                                        
|                                         | Inventories                                    |                                              |                                   |                      |         |             |           |           |          
|                                        
|                                        
|                                        
|                                        
|                                         |                                                |                                              | Finished products                 |                      |         | 1,054,897   |           |           |           | 875,888   |          
|                                        
|                                        
|                                        
|                                        
|                                         |                                                |                                              | Raw materials and work in process |                      |         | 1,144,156   |           |           |           | 1,427,369 |          
|                                         |                                                |                                              |                                   |                      |         |             |           |           |          
|                                         |                                                |                                              |                                   | Total inventories    |         |             | 2,199,053 |           |           |           | 2,303,257 | 
|                                        
|                                        
|                                        
|                                        
|                                         | Prepaid expenses                               |                                              |                                   | 274,636              |         |             |           | 218,660   |          
|                                         |                                                |                                              |                                   |                      |         |             |           |           |          
|                                         |                                                |                                              |                                   | Total current assets |         |             | 3,503,587 |           |           |           | 4,392,192 | 
|                                        
|                                        
|                                        
|                                        
|Properties:                              |                                                |                                              |                                   |                      |         |             |           |          
|                                        
|                                        
|                                        
|                                        
|                                         | Land, building and improvements                |                                              |                                   | 3,148,348            |         |             |           | 3,143,908 |          
|                                        
|                                        
|                                        
|                                        
|                                         | Machinery, equipment and tooling               |                                              |                                   | 6,720,879            |         |             |           | 6,714,886 |          
|                                         |                                                |                                              |                                   |                      |         |             |           |           |          
|                                        
|                                        
|                                        
|                                        
|                                         |                                                |                                              |                                   | Total cost           |         |             | 9,869,227 |           |           |           | 9,858,794 | 
|                                        
|                                        
|                                        
|                                        
|                                         | Less accumulated depreciation and amortization |                                              |                                   | 7,085,452            |         |             |           | 7,029,128 |          
|                                         |                                                |                                              |                                   |                      |         |             |           |           |          
|                                         |                                                |                                              |                                   | Net properties       |         |             | 2,783,775 |           |           |           | 2,829,666 | 
|                                        
|                                        
|                                        
|                                        
|Long term portion of accounts receivable |                                                |                                              |                                   |                      |         |             |           |          
|                                        
|                                        
|                                        
|                                        
|                                         | Trade, less allowance for doubtful accounts    |                                              |                                   |                      |         |             |           |           |          
|                                        
|                                        
|                                        
|                                        
|                                         | $139,521 on June 29 and $116,432 on March 30   |                                              |                                   | 328,625              |         |             |           | 215,476   |          
|                                        
|                                        
|                                        
|                                        
|Other assets                             |                                                |                                              | 2,303                             |                      |         |             | 2,303     |          
|                                         |                                                |                                              |                                   |                      |         |             |           |           |          
|Total assets                             |                                                | $                                            | 6,618,290                         |                      |         | $           | 7,439,637 |          
|                                         |                                                |                                              |                                   |                      |         |             |           |           |          

Continued

Page 3



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##### Table of Contents



SHOPSMITH INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

|                                            |                                                                |                                              |                                      |                            |           |             |           |           |           |  |           | 
|------------------------------------------- | -------------------------------------------------------------- | -------------------------------------------- | ------------------------------------ | -------------------------- | --------- | ----------- | --------- | --------- | --------- |  | --------- | 
|                                            |                                                                |                                              |                                      |                            |           | June 29     |           | March 30 
|                                            |                                                                |                                              |                                      |                            |           | 2002        |           | 2002     
|                                            |                                                                |                                              |                                      |                            |           |             |           |          
|                                            |                                                                |                                              |                                      |                            |           | (Unaudited) |           |           |           | 
|                                            |                                                                |                                              | LIABILITIES AND SHAREHOLDERS EQUITY |                            |           |             |           |           |           |  |          
|                                           
|                                           
|                                           
|                                           
|Current liabilities:                        |                                                                |                                              |                                      |                            |           |             |           |          
|                                           
|                                           
|                                           
|                                           
|                                            | Accounts payable                                               |                                              | $                                    | 836,101                    |           |             | $         | 1,582,636 |          
|                                           
|                                           
|                                           
|                                           
|                                            | Note payable                                                   |                                              |                                      | 400,000                    |           |             |           | 400,000   |          
|                                           
|                                           
|                                           
|                                           
|                                            | Current portion of long-term debt and capital lease obligation |                                              |                                      | 158,667                    |           |             |           | 104,836   |          
|                                           
|                                           
|                                           
|                                           
|                                            | Customer advances                                              |                                              |                                      | 97,259                     |           |             |           | 126,181   |          
|                                           
|                                           
|                                           
|                                           
|Accrued liabilities:                        |                                                                |                                              |                                      |                            |           |             |           |          
|                                           
|                                           
|                                           
|                                           
|                                            | Compensation, employee benefits and payroll taxes              |                                              |                                      | 138,659                    |           |             |           | 289,559   |          
|                                           
|                                           
|                                           
|                                           
|                                            | Sales taxes payable                                            |                                              |                                      | 53,643                     |           |             |           | 80,570    |          
|                                           
|                                           
|                                           
|                                           
|                                            | Accrued recourse liability                                     |                                              |                                      | 131,444                    |           |             |           | 147,786   |          
|                                           
|                                           
|                                           
|                                           
|                                            | Accrued expenses                                               |                                              |                                      | 321,852                    |           |             |           | 257,544   |          
|                                           
|                                           
|                                           
|                                           
|                                            | Other                                                          |                                              |                                      | 69,082                     |           |             |           | 75,470    |          
|                                            |                                                                |                                              |                                      |                            |           |             |           |           |          
|                                            |                                                                |                                              |                                      | Total current liabilities  |           |             | 2,206,707 |           |           |  | 3,064,582 | 
|                                           
|                                           
|                                           
|                                           
|Long-term debt and capital lease obligation |                                                                |                                              | 2,452,144                            |                            |           |             | 2,479,344 |          
|                                            |                                                                |                                              |                                      |                            |           |             |           |           |          
|                                            |                                                                |                                              |                                      | Total liabilities          |           |             | 4,658,851 |           |           |  | 5,543,926 | 
|                                           
|                                           
|                                           
|                                           
|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 shares on June 29 and March 30     |                                      |                            | 2,806,482 |             |           |           | 2,806,482 | 
|                                           
|                                           
|                                           
|                                           
|                                            | Retained deficit                                               |                                              |                                      | (847,043                   | )         |             |           | (910,771  | )        
|                                            |                                                                |                                              |                                      |                            |           |             |           |           |          
|                                            |                                                                |                                              |                                      | Total shareholders equity |           |             | 1,959,439 |           |           |  | 1,895,711 | 
|                                            |                                                                |                                              |                                      |                            |           |             |           |           |          
|Total liabilities and shareholders equity  |                                                                | $                                            | 6,618,290                            |                            |           | $           | 7,439,637 |          
|                                            |                                                                |                                              |                                      |                            |           |             |           |           |          

See notes to consolidated financial statements.

Page 4



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##### Table of Contents






SHOPSMITH INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS AND RETAINED EARNINGS

|                                        |                          |   |                    |           |             |   |           |           |  
|--------------------------------------- | ------------------------ | - | ------------------ | --------- | ----------- | - | --------- | --------- | -
|                                        |                          |   | Three Months Ended
|                                        |                          |   |                   
|                                        |                          |   | June 29            |           | June 30    
|                                        |                          |   | 2002               |           | 2001       
|                                        |                          |   |                    |           |            
|                                        |                          |   | (Unaudited)        |           | (Unaudited)
|Net sales                               |                          | $ | 3,415,012          |           |             | $ | 3,037,505 |          
|                                       
|                                       
|                                       
|                                       
|Cost of products sold                   |                          |   | 1,617,905          |           |             |   | 1,408,193 |          
|                                        |                          |   |                    |           |             |   |           |          
|Gross margin                            |                          |   | 1,797,107          |           |             |   | 1,629,312 |          
|                                       
|                                       
|                                       
|                                       
|Selling expenses                        |                          |   | 1,249,412          |           |             |   | 1,549,513 |          
|                                       
|                                       
|                                       
|                                       
|Administrative expenses                 |                          |   | 425,110            |           |             |   | 538,569   |          
|                                        |                          |   |                    |           |             |   |           |          
|                                        | Total operating expenses |   |                    | 1,674,522 |             |   |           | 2,088,082 |  
|                                       
|                                       
|                                       
|                                       
|Income (loss) from operations           |                          |   | 122,585            |           |             |   | (458,770  | )        
|                                       
|                                       
|                                       
|                                       
|Non-recurring gain from demutualization |                          |   |                    |           |             |   |           |          
|                                       
|                                       
|                                       
|                                       
|                                        | of insurance company     |   |                    |          |             |   |           |          |  
|                                       
|                                       
|                                       
|                                       
|Interest income                         |                          |   | 23,430             |           |             |   | 19,228    |          
|                                       
|                                       
|                                       
|                                       
|Interest expense                        |                          |   | 85,403             |           |             |   | 59,197    |          
|                                       
|                                       
|                                       
|                                       
|Other income, net                       |                          |   | 3,116              |           |             |   | 3,879     |          
|                                        |                          |   |                    |           |             |   |           |          
|Income (loss) before taxes              |                          |   | 63,728             |           |             |   | (494,860  | )        
|                                       
|                                       
|                                       
|                                       
|Income tax benefit                      |                          |   |                   |           |             |   |          |          
|                                       
|                                       
|                                       
|                                       
|Net income (loss)                       |                          |   | 63,728             |           |             |   | (494,860  | )        
|                                       
|                                       
|                                       
|                                       
|Retained earnings:                      |                          |   |                    |           |             |   |           |          
|                                       
|                                       
|                                       
|                                       
|                                        | Beginning                |   |                    | (910,771  | )           |   |           | 879,502   |  
|                                        |                          |   |                    |           |             |   |           |          
|                                        | Ending                   |   | $                  | (847,043  | )           |   | $         | 384,642   |  
|                                        |                          |   |                    |           |             |   |           |          
|Net income (loss) per common share      |                          |   |                    |           |             |   |           |          
|                                       
|                                       
|                                       
|                                       
|(Note 3)                                |                          |   |                    |           |             |   |           |          
|                                       
|                                       
|                                       
|                                       
|                                        | Basic                    |   | $                  | 0.02      |             |   | $         | (0.19     | )
|                                        |                          |   |                    |           |             |   |           |          
|                                        | Diluted                  |   | $                  | 0.02      |             |   | $         | (0.19     | )
|                                        |                          |   |                    |           |             |   |           |          

See notes to consolidated financial statements

Page 5



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##### Table of Contents






SHOPSMITH INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW

|                                                  |                                                                                     |                                        |         |                    |          |             |          |         |          |  
|------------------------------------------------- | ----------------------------------------------------------------------------------- | -------------------------------------- | ------- | ------------------ | -------- | ----------- | -------- | ------- | -------- | -
|                                                  |                                                                                     |                                        |         | Three Months Ended
|                                                  |                                                                                     |                                        |         |                   
|                                                  |                                                                                     |                                        |         | June 29            |          | June 30    
|                                                  |                                                                                     |                                        |         | 2002               |          | 2001       
|                                                  |                                                                                     |                                        |         |                    |          |            
|                                                  |                                                                                     |                                        |         | (Unaudited)        |          | (Unaudited)
|                                                  |                                                                                     |                                        |         |                    |          |            
|Cash flows from operating activities:             |                                                                                     |                                        |         |                    |          |             |          |        
|                                                 
|                                                 
|                                                 
|                                                 
|Net income (loss)                                 |                                                                                     | $                                      | 63,728  |                    |          | $           | (494,860 | )      
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Adjustments to reconcile net income (loss)
cash provided from operating activities: |                                        |         |                    |          |             |          |         |         
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Depreciation and amortization                                                       |                                        |         | 56,324             |          |             |          | 64,310  |         
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Provision for doubtful accounts                                                     |                                        |         | 26,794             |          |             |          | 111,979 |         
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Cash provided from (required for) changes in assets and liabilities:                |                                        |         |                    |          |             |          |         |         
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                     | Restricted cash                        |         |                    | (46,985  | )           |          |         | 174,718  |  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                     | Accounts receivable                    |         |                    | 672,320  |             |          |         | (261,107 | )
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                     | Inventories                            |         |                    | 104,204  |             |          |         | (197,918 | )
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                     | Other assets                           |         |                    | (55,976  | )           |          |         | (30,240  | )
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                     | Accounts payable and customer advances |         |                    | (775,457 | )           |          |         | (162,096 | )
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                     | Other current liabilities              |         |                    | (136,249 | )           |          |         | (87,835  | )
|                                                  |                                                                                     |                                        |         |                    |          |             |          |        
|Cash used in operating activities                 |                                                                                     |                                        | (91,297 | )                  |          |             | (883,049 | )      
|                                                 
|                                                 
|                                                 
|                                                 
|Cash flows from investing activities:             |                                                                                     |                                        |         |                    |          |             |          |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Property additions                                                                  |                                        |         | (10,433            | )        |             |          | (16,156 | )       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Proceeds from sale of property                                                      |                                        |         |                   |          |             |          | 31,921  |         
|                                                  |                                                                                     |                                        |         |                    |          |             |          |        
|Cash provided from (used in) investing activities |                                                                                     |                                        | (10,433 | )                  |          |             | 15,765   |        
|                                                 
|                                                 
|                                                 
|                                                 
|Cash flows from financing activities:             |                                                                                     |                                        |         |                    |          |             |          |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Increase in revolving loan                                                          |                                        |         |                   |          |             |          | 237,000 |         
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Payments on long-term debt and capital lease obligation                             |                                        |         | 26,631             |          |             |          | (20,021 | )       
|                                                  |                                                                                     |                                        |         |                    |          |             |          |        
|Cash provided from financing activities           |                                                                                     |                                        | 26,631  |                    |          |             | 216,979  |        
|                                                  |                                                                                     |                                        |         |                    |          |             |          |        
|Net decrease in cash                              |                                                                                     |                                        | (75,099 | )                  |          |             | (650,305 | )      
|                                                 
|                                                 
|                                                 
|                                                 
|Cash:                                             |                                                                                     |                                        |         |                    |          |             |          |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | At beginning of period                                                              |                                        |         | 76,324             |          |             |          | 651,530 |         
|                                                  |                                                                                     |                                        |         |                    |          |             |          |        
|                                                  | At end of period                                                                    |                                        | $       | 1,225              |          |             | $        | 1,225   |         
|                                                  |                                                                                     |                                        |         |                    |          |             |          |        

Page 6



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##### Table of Contents






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 June 29, 2002 and June 30,
2001 to present the financial statements fairly. However, the results of
operations for the three months then ended are not necessarily indicative
of results for the 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 March 30, 2002.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The provision for income taxes is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

|                                          |  |                    |        |         |  |   |          |  
|----------------------------------------- |  | ------------------ | ------ | ------- |  | - | -------- | -
|                                          |  | Three Months Ended
|                                          |  | June 29            |        | June 30
|                                          |  | 2002               |        | 2001   
|                                          |  |                    |        |        
|Income (loss) before income taxes         |  | $                  | 63,728 |         |  | $ | (494,860 | )
|                                          |  |                    |        |         |  |   |          |  
|Provision for (recoverable) income taxes: |  |                    |        |         |  |   |          |  
|                                         
|                                         
|                                         
|                                         
|Income tax benefit (expense)              |  | $                  |       |         |  | $ |         |  
|                                          |  |                    |        |         |  |   |          |  



|   |  | Taxable income for the quarter ended June 29, 2002 was offset by a net
operating loss carry forward (The remaining net operating loss carry forward
asset of $1,401,000 was not shown as an asset because of a valuation
allowance against the Companys ability to realize the tax benefit).                                                                           
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|3. |  | Basic income (loss) per share is computed by dividing net income (loss)
by the weighted average number of common shares outstanding during the
period. Diluted income (loss) 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
|                                |  | June 29            |           | June 30
|                                |  | 2002               |           | 2001   
|                                |  |                    |           |        
|Net income (loss)               |  | $                  | 63,728    |         |  | $ | (494,860  | )
|                                |  |                    |           |         |  |   |           |  
|Weighted average shares         |  |                    | 2,605,233 |         |  |   | 2,605,233 |  
|                               
|                               
|                               
|                               
|Additional dilutive shares      |  |                    |          |         |  |   |          |  
|                                |  |                    |           |         |  |   |           |  
|Total dilutive shares           |  |                    | 2,605,233 |         |  |   | 2,605,233 |  
|                                |  |                    |           |         |  |   |           |  
|Basic income (loss) per share   |  | $                  | 0.02      |         |  | $ | (0.19     | )
|                                |  |                    |           |         |  |   |           |  
|Diluted income (loss) per share |  | $                  | 0.02      |         |  | $ | (0.19     | )
|                                |  |                    |           |         |  |   |           |  



| |  | There were no additional dilutive shares included in the computation at June
29, 2002 and June 30, 2001 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
June 29, 2002, 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.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

Results of Operations

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 done 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.

First quarter sales increased to $3,415,000 or 12.4% from $3,037,000 generated
a year ago. This increase in volume was primarily in our mail and internet
sales channel, which together increased $252,000 over last year. Demonstration
sales of the Mark V continued the shift in location from mall and high-traffic
locations to demonstrations done within Lowes stores. In total, demonstration
sales were up slightly.

Gross margin rates decreased by one percentage point compared to last year,
reflecting the lower margin earned on demonstration sales within Lowes stores.
Operating expenses were reduced by $413,000 to $1,675,000 in the current fiscal
year from $2,088,000 last year. Operating expenses were reduced by improved
expense control on Mark V sales events, as well as through reductions in
compensation costs. Employee benefit costs were reduced in the quarter by
$53,000 due to proceeds from the Anthem insurance demutualization.

In fiscal 2003, Shopsmith has implemented a employee salary reduction plan. As
part of this plan, fiscal 2003 pre-tax income above $100,000 will be used to
return the amount of the reduction and to pay an additional incentive equal to
the amount of the reduction, as income permits. The effect of this plan on the
first quarter was to reduce expenses by $18,000.

Provisions for recoverable Federal income taxes ($0 in both FY2003 and FY 2002)
are based on estimated annual effective rates, less a valuation reserve. The
zero Federal income tax amount in FY2003 was due to the utilization of the net
loss carryforwards.

Because of the factors above, a net income of $64,000 or $.02 per diluted share
was earned in the quarter ended June 29, 2002 compared to a net loss of
$495,000 or $.19 per diluted share for the same period of last year.

Liquidity and Financial Position

Cash used in operations totaled $91,000 in the current year compared with
$883,000 for the first quarter of the preceding year. A reduction in payables
partially offset by decreases in receivables and inventory, was the main reason
for the cash usage in the current quarter. The cash usage in the first quarter
follows the Companys seasonal pattern.

The current ratio was 1.59 to 1 at June 29, 2002 compared to 1.43 to 1 at the
beginning of the current fiscal year. The debt to equity ratio decreased to
2.38 to 1 from 2.92 to 1 at March 30, 2002.

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 June 29, 2002, 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.

In 1999, the Company purchased the building it had been leasing. The seller
financed the building purchase. The financing agreement provided for a $100,000
down payment and a secured mortgage note for $2,800,000 at an 8.75% interest
rate. The note was payable in monthly installments of $25,785 with the balance
being due and payable in full on January 1, 2003. In March 2002, the agreement
was amended to continue the $25,785 monthly payments of

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principal and interest until January 1, 2006 at which time the scheduled balance of
approximately $2,180,000 will become due and payable.

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; and (ii) the demand loan
extended to the Company by Mr. John R. Folkerth (as described above) could be
called prior to the Company being in a position to repay or refinance the loan.

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Item 3.   Quantitative and qualitative disclosures about market risk.

Not applicable.

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PART II. OTHER INFORMATION

Item 6.



|(a) |  | Exhibits:
|--- |  | ---------



| | 4. |  | Instruments Defining the Rights of Security Holders, Including Indentures
| | -- |  | -------------------------------------------------------------------------

|       |  |                                                                                                                                                                   
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.10.1 |  | Amendment to Promissory note dated March 11, 2002 with
Mid-States Development.                                                                                    
|      
|      
|      
|      
|4.13.1 |  | Amended and Restated Demand Promissory note dated July 3,
2002 payable to John R. Folkerth in the maximum principal
amount of $600,000 (or lesser amount borrowed)



| | 99. |  | Additional Exhibits
| | --- |  | -------------------

|     |  |                                                                  
|---- |  | -----------------------------------------------------------------
|99.2 |  | Certification of the 10-Q by John R. Folkerth,
the Companys CEO.
|    
|    
|    
|    
|99.3 |  | Certification of the 10-Q by Mark A. May, the
Companys CFO.     



|(b) |  | Reports on Form 8-K:
|--- |  | --------------------

None

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:  August 13, 2002 |  |  |  |                                                                                                      

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