> U.S. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
> FORM 10-Q
> (Mark One)[ X ]
> QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF
>  THE SECURITIES EXCHANGE ACT OF 1934.For the Quarterly Period Ended March 31, 2004[   ]
> TRANSITION REPORT
>  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.For the transition period from _______________________
>  to ___________________________________COMMISSION FILE NUMBER: 0-17893TELTRONICS,
>  INC.(Exact name of registrant as specified in its charter)Delaware
> 59-2937938(State or other jurisdiction of Incorporation or organization)
> (IRS Employer Identification Number)2150 Whitfield
>  Industrial Way, Sarasota, Florida 34243(Address of principal executive offices including zip code)Issuer's telephone
>  number, including area code:    (941) 753-5000Indicate 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 Exchange Act Rule 12-b-2 of the Exchange Act.) Yes [   ] No [ X ]
> 
> 
> 
> As of May 17, 2004, there were 7,841,539 shares of the
>  Registrants Common Stock, par value $.001, outstanding.
> 
> 
> Exhibit index appears on page 31.
> - 1 -
> 
> TABLE OF CONTENTS
> 
> PAGEPART I
> 
> FINANCIAL INFORMATIONITEM 1.
> FINANCIAL STATEMENTSCondensed Consolidated Balance Sheets at March 31, 2004(Unaudited) and December 31, 2003
> 3-4Condensed Consolidated Statements of Operations (Unaudited)for the Three months ended March 31, 2004 and 2003
> 5Condensed Consolidated Statements of Cash Flows (Unaudited)for the Three months ended March 31, 2004 and 2003
> 6-7Notes to Condensed Consolidated Financial Statements (Unaudited)
> 8ITEM 2.
> MANAGEMENT'S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS
> 21ITEM 3.
> QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUTMARKET RISK
> 27ITEM 4.
> CONTROLS AND PROCEDURES
> 27PART II
> 
> OTHER INFORMATIONITEM 1.
> LEGAL PROCEEDINGS
> 28ITEM 2.
> CHANGES IN SECURITIES AND USE OF PROCEEDS
> 28ITEM 3.
> DEFAULTS UPON SENIOR SECURITIES
> 28ITEM 4.
> SUBMISSION OF MATTERS TO A VOTE OFSECURITY HOLDERS
> 29ITEM 5.
> OTHER INFORMATION
> 29ITEM 6.
> EXHIBITS AND REPORTS ON FORM 8-K
> 29SIGNATURE
> 30EXHIBIT INDEX
> 31- 2 -
> 
> PART I  FINANCIAL INFORMATION
> 
> 
> ITEM 1. FINANCIAL STATEMENTS
> 
> 
> TELTRONICS, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETSASSETS
> 
> March 31,
> December 31,2004
> 
> (Unaudited)
> 2003Current assets:Cash and cash equivalents
> $       59,778
> $     146,277Accounts receivable, net of allowance for doubtful accounts
> 6,893,032
> 3,560,936Costs and estimated earnings in excess of billings onuncompleted contracts
> 546,901
> 539,663Inventories, net
> 5,484,024
> 5,491,472Prepaid expenses and other current assets
> 559,931
> 433,955Total current assets
> 13,543,666
> 10,172,303Property and equipment, net
> 4,955,170
> 5,469,801Goodwill
> 673,324
> 241,371Other intangible assets, net
> 180,514
> 192,835Other assets
> 305,500
> 243,294Total assets
> $19,658,174
> $16,319,604The accompanying notes are an integral part of these
>  condensed consolidated financial statements.
> 
> 
> - 3 -
> 
> TELTRONICS, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS  ContinuedLIABILITIES AND SHAREHOLDERS DEFICIENCY
> 
> March 31,
> 
> 2004
> December 31,
> 
> 2003(Unaudited)Current liabilities:Current portion of long-term debt, including notes          payable in default
> $ 12,650,409
> $ 11,225,868Current portion of capital lease obligations
> 24,709
> 24,163Accounts payable
> 7,062,543
> 5,609,512Billings in excess of costs and estimated earningson uncompleted contracts
> 362,554
> 469,210Accrued expenses and other current liabilities
> 2,651,136
> 2,274,693Deferred revenue
> 2,005,146
> 1,457,852Total current liabilities
> 24,756,497
> 21,061,298Long-term liabilities:Long-term debt, net of current portion
> 1,081,436
> 1,290,685Capital lease obligations, net of current portion
> 84,879
> 92,010Total long-term liabilities
> 1,166,315
> 1,382,695Commitments and contingenciesShareholders' deficiency:Common stock, $.001 par value, 40,000,000 shares authorized,7,829,736 and 7,729,736 issued and outstanding atMarch 31, 2004 and December 31, 2003, respectively
> 7,830
> 7,730Non-voting common stock, $.001 par value, 5,000,000 sharesauthorized, zero shares issued and outstanding
> --
> --Preferred Series A stock, $.001 par value, 100,000 sharesauthorized, 100,000 shares issued and outstanding
> 100
> 100Preferred Series B Convertible stock, $.001 par value, 25,000shares authorized, 12,625 shares issued and outstanding
> 13
> 13Preferred Series C Convertible stock, $.001 par value, 50,000shares authorized, 40,000 shares issued and outstanding
> 40
> 40Additional paid-in capital
> 24,242,918
> 24,169,538Accumulated other comprehensive loss
> (35,909)
> (42,485)Accumulated deficit
> (30,479,630)
> (30,259,325)Total shareholders' deficiency
> (6,264,638)
> (6,124,389)Total liabilities and shareholders' deficiency
> $ 19,658,174
> $ 16,319,604The accompanying notes are an integral part of these
>  condensed consolidated financial statements.
> - 4 -
> 
> TELTRONICS, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)
> Three Months Ended March 31,2004
> 2003Net salesProduct sales and installation
> $   8,793,931
> $   9,207,079Maintenance and service
> 2,513,199
> 2,373,42711,307,130
> 11,580,506Cost of goods sold
> 6,238,225
> 6,873,586Gross profit
> 5,068,905
> 4,706,920Operating expenses:General and administrative
> 1,513,637
> 1,509,151Sales and marketing
> 2,086,969
> 2,167,999Research and development
> 812,000
> 1,124,387Depreciation and amortization
> 284,520
> 323,8554,697,126
> 5,125,392Income (loss) from operations
> 371,779
> (418,472)Other income (expense):Interest
> (411,746)
> (298,366)Financing
> (22,275)
> (78,600)Other
> (2,710)
> 4,875(436,731)
> (372,091)Loss before income taxes
> (64,952)
> (790,563)Income taxes
> 1,698
> 3,900Net loss
> (66,650)
> (794,463)Dividends on Preferred SeriesB and C Convertible stock
> 153,655
> 150,500Net loss available to common shareholders
> $    (220,305)
> $    (944,963)Net loss per share:Basic and Diluted
> $         (0.03)
> $         (0.16)Weighted average shares outstanding
> 7,795,670
> 6,052,463The accompanying notes are an integral part of these
>  condensed consolidated financial statements.
> 
> - 5 -
> 
> TELTRONICS, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)
> 
> Three Months Ended March 31,2004
> 2003OPERATING ACTIVITIES:Net loss
> $   (66,650)
> $  (794,463)Adjustments to reconcile net loss to net cash flowsused in operating activities:Provision for doubtful accounts
> 88,131
> 59,935Provision for slow moving inventories
> --
> 92,890Depreciation and amortization
> 529,956
> 467,298Amortization of other intangible assets
> 12,321
> 15,185Amortization of deferred financing costs
> 6,750
> 6,750Amortization of deferred compensation costs
> --
> 50,000Severance expense for employee stock option
> 3,480
> --Changes in operating assets and liabilities, net of acquisition:Accounts receivable
> (3,447,830)
> (994,833)Costs and estimated earnings in excess of billings onuncompleted contracts
> (7,238)
> (653,224)Inventories
> 148,263
> 587,353Prepaid expenses and other current assets
> (125,976)
> (37,353)Other assets
> (68,956)
> (2,399)Accounts payable
> 857,028
> 1,199,517Billings in excess of costs and estimated earnings onuncompleted contracts
> (106,656)
> (914,816)Accrued expenses and other current liabilities
> 373,288
> 45,331Deferred revenue
> 547,294
> (90,117)Net cash flows used in operating activities
> (1,256,795)
> (962,946)INVESTING ACTIVITIES:Acquisition of property and equipment
> (15,325)
> (264,061)Acquisition of inventories from SMARTCALL Limited
> (29,662)
> ---Net cash flows used in investing activities
> (44,987)
> (264,061)FINANCING ACTIVITIES:Net borrowings on line of credit
> 1,243,547
> 1,280,844Net principal repayments on loans, notes and capital leases
> (34,840)
> (247,091)Dividends paid on Preferred Series B and C Convertible stock
> --
> (150,500)Net cash flows provided by financing activities
> 1,208,707
> 883,253Effect of exchange rate changes on cash
> 6,576
> 5,974Net decrease in cash and cash equivalents
> (86,499)
> (337,780)Cash and cash equivalents - beginning of period
> 146,277
> 791,020Cash and cash equivalents - end of period
> $      59,778
> $    453,240The accompanying notes are an integral part of these
>  condensed consolidated financial statements.
> 
> - 6 -
> 
> TELTRONICS, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued(Unaudited)
> 
> Three Months Ended March 31,2004
> 2003SUPPLEMENTAL NONCASH FINANCING ANDINVESTING ACTIVITIES:Capital lease obligation incurred
> --
> $132,826Fair value of Common stock issued for 2003 additionalcompensation of $200,000 less amortization expense of$50,000, included in deferred compensation atMarch 31, 2003
> --
> $150,000Unpaid dividends on Preferred Series B and C Convertiblestock included in accounts payable
> $150,500
> --Unpaid dividends on Preferred Series B and C Convertiblestock included in accrued expenses
> $    3,155
> --Fair value of Common stock issued for SMARTCALLLimited acquisition
> $  70,000
> --Fair value of consideration for SMARTCALL Limited acquisitionincluded in accounts payable
> $445,503
> --Fair value of accounts receivable exchanged as consideration for           inventories from SMARTCALL Limited acquisition
> $27,603
> --The accompanying notes are an integral part of these
>  condensed consolidated financial statements.
> 
> - 7 -
> 
> TELTRONICS, INC. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)
> 
> 
> NOTE 1  NATURE OF BUSINESS AND BASIS OF PRESENTATION
> 
> 
> Teltronics, Inc. (Teltronics or Company), a Delaware
>  corporation, designs, develops, installs, manufactures and markets electronic hardware and application
>  software products, and engages in electronic manufacturing services primarily in the telecommunication
>  industry.
> 
> 
> The accompanying condensed consolidated financial statements
>  include the accounts of the Company and are comprised of its wholly-owned subsidiaries TTG Acquisition
>  Corp., Teltronics, S.A. de C.V., 36371 Yukon Inc. and Teltronics Limited. All significant intercompany
>  transactions and balances have been eliminated in consolidation.
> 
> 
> Effective May 30, 2003, the Company closed on its acquisition
>  of the Vortex technology and related assets from Tri-Link Technologies Inc. (Tri-Link). Tri-Link designed
>  a pure soft switch that utilizes Ethernet LAN to provide voice over internet protocol (VoIP). Our
>  new product offering derived from this technology, Cypreon, is the first IP-PCX solution to deliver
>  advanced telephone, videoconferencing, and LAN capabilities in an easily-installed system. Cypreon was
>  installed at a beta site during September 2003. The Vortex technology and assets are being held in 36371
>  Yukon Inc. The Company released Cypreon in the fourth quarter of 2003.
> 
> 
> Effective February 1, 2004, the Company through its
>  UK subsidiary, Teltronics Limited, entered into a Business Sale and Purchase Agreement (Business Agreement)
>  with SMARTCALL Limited (SMARTCALL)
> 
> 
> The Company and its UK subsidiary also entered into
>  a Restrictive Covenant and Consultancy Agreement (Consultancy Agreement) with Beck & Cook Management
>  Services with an effective date of February 1, 2004.
> 
> 
> The Company through the execution of the Business Agreement
>  and Consultancy Agreement, collectively referred to as the Acquisition, acquired the 20-20 maintenance
>  business and the related service inventories of SMARTCALL located in the UK.
> 
> This acquisition will enable the Company to change its
>  operating model in the UK and Europe from a pure distributor sales model to a supported sales model
>  selling through distribution and direct. The acquisition will also help the Company fund expansion of
>  its operations in the UK and Europe through the existing maintenance revenues of the business acquired.
> 
> 
> The total consideration for the Acquisition was approximately
>  $572,000 USD and was preliminarily allocated as follows:
> 
> Inventories
> $ 140,000Goodwill and excess of purchase price     over fair value of assets acquired
> 432,000$ 572,000Consideration payable
> $(502,000)Fair value of Common stock issued
> (70,000)$(572,000)The Company has not obtained all of the information
>  necessary for it to complete the purchase price allocation and, therefore, it is preliminary at March
>  31, 2004.
> - 8 -
> 
> The accompanying unaudited condensed consolidated financial
>  statements have been prepared in accordance with accounting principles generally accepted in the United
>  States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation
>  S-X. Accordingly, they do not include all of the information and notes required by generally accepted
>  accounting principles for complete financial statements. In the opinion of management, all adjustments
>  (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
>  Operating results for the three month period ended March 31, 2004, are not necessarily indicative of
>  the results that may be expected for the year ending December 31, 2004.
> 
> 
> The balance sheet at December 31, 2003 has been derived
>  from the audited financial statements at that date but does not include all of the information and notes
>  required by generally accepted accounting principles for complete financial statements.
> 
> 
> For further information, refer to the consolidated financial
>  statements and notes thereto included in the Companys annual report on Form 10-K for the year ended
>  December 31, 2003.
> 
> 
> NOTE 2  OPERATIONAL MATTERS
> 
> 
> The condensed consolidated financial statements have
>  been prepared assuming the Company will continue as a going concern. The Company has incurred net losses
>  of approximately $3.3 million, $4.6 million and $6.7 million for the years ended December 31, 2003,
>  2002, and 2001, respectively, and as discussed below, is in arrears on three significant debt obligations.
>  As a result of the items noted above, which conditions existed as of December 31, 2003, the Report of
>  Independent Certified Public Accountants for the year ended December 31, 2003 indicated that there was
>  substantial doubt regarding the Companys ability to continue as a going concern. Managements plans
>  concerning each of these items are as follows:
> 
> 
> Operations
> 
> 
> Sales have decreased over 15% and 14% from 2001 to 2002
>  and 2002 to 2003, respectively. This has primarily been the result of a weak telecommunications market
>  during the period. Due to the fixed nature of a majority of the Companys expenses, the Company implemented
>  cost cutting measures which resulted in a reduction of operating expenses of $3.2 million from 2001
>  to 2002 and $2.7 million from 2002 to 2003. The cost cutting measures also contributed to increased
>  gross profit margin percentages in 2002 and 2003. As a majority of the expense reductions in 2003 were
>  made in June 2003, we expect to continue to realize the benefits from these reductions during 2004.
> 
> 
> We released two new product offerings late in the fourth
>  quarter of 2003. We believe that these products should contribute additional sales to the Company and
>  not result in significant additional costs. If sales don't meet the forecasted amounts, the Company
>  will continue to evaluate various operational and financing alternatives.
> 
> 
> Secured Promissory Note
> 
> 
> The Secured Promissory Note (the "Secured Note") with
>  Harris requires a monthly payment that is due on the first of each month, but no later than the fourth
>  of each month. Certain machinery, equipment and inventory represent the security on the Secured Note.
>  As of December 31, 2003, the Company had been unable to make any payments on the Secured Note since
>  September 2003 and this constituted an event of default under the Secured Note. As a result of this
>  default, Harris has all the rights of a secured party including:
> 
> 
> declaring the entire unpaid balance of the secured note, together with interest accrued thereon, if any and all other sums due from us to be immediately due and payable;
> immediately taking possession or control of the collateral;
> notifying any and all creditors of such event of default and of Harris' enforcement of any rights under the security agreement; or
> selling, assigning or otherwise liquidating, or directing Teltronics to sell, assign or otherwise liquidate any or all of the collateral and to take possession of the proceeds of any such sale or liquidation;- 9 -
> 
> We are continuing negotiations with Harris on the past
>  due amounts including a potential restructuring of the debt obligation. There is no assurance that the
>  Company will be able to renegotiate or restructure the Secured Note. If we are unsuccessful in these
>  negotiations, Harris could elect to pursue one or all of the remedies described above. The Company does
>  not have sufficient liquidity to satisfy such demands. In such event, the Company could seek protection
>  under the United States Bankruptcy laws.
> 
> 
> In March 2004, the Company paid Harris $42,000, which
>  was applied to past due interest payments. In April 2004, the Company and Harris agreed to offset $234,000
>  of a February 2004 product sale by Teltronics to Harris against past due interest payments.
> 
> 
> As of March 31, 2004 and December 31, 2003, the entire
>  outstanding balance on the Secured Note has been classified in the current portion of long-term debt.
> 
> 
> The Company is also in arrears on four quarterly dividend
>  payments due to Harris on the Preferred Series C Convertible stock at March 31, 2004 that total $400,000,
>  excluding interest. The Company was in arrears on three quarterly dividend payments at December 31,
>  2003 that totaled $300,000, excluding interest. The per share amount of dividends in arrears at March
>  31, 2004 and December 31, 2003 was $10.00 and $7.50, respectively.
> 
> 
> Senior Secured Promissory Note
> 
> 
> As of March 31, 2004, the Company had been unable to
>  make any payments on the Senior Secured Promissory Note (Senior Note) with Finova since October 2003.
>  On April 30, 2004, the Company and Finova entered into a Forbearance Agreement (Agreement) through
>  June 30, 2004. In connection with the Agreement, the Company paid $50,000 to Finova on April 30, 2004.
>  The payment represented $8,582 of accrued interest through April 27, 2004, a fee of $7,000, and principal
>  of $34,418.
> 
> 
> The Company is evaluating various financial alternatives
>  to repay Finova, including the use of future cash flows from operations. If the Company is unsuccessful
>  with satisfying the Senior Note to Finova, it would attempt to renegotiate the terms of the Senior Note
>  or obtain an extension of the Agreement. There is no assurance that the Company will be successful in
>  renegotiating the terms of the Senior Note or the extension of the Agreement. The holders of the Senior
>  Note have rights similar to those listed for the Secured Note above. The Senior Note is secured by certain
>  machinery and equipment. If we are unsuccessful in satisfying the Senior Note, renegotiating the terms
>  of the Senior Note or the extension of the Agreement, Finova could elect to pursue one or all of the
>  rights described above. If the Company does not have sufficient liquidity to satisfy the Senior Note,
>  the Company could seek protection under the United States Bankruptcy laws.
> 
> 
> As of March 31, 2004 and December 31, 2003, the entire
>  outstanding balance on the Senior Note has been classified in the current portion of long-term debt.
> 
> 
> The Company is also in arrears on three quarterly dividend
>  payments due to Finova on the Preferred Series B Convertible stock at March 31, 2004 that total $151,500,
>  excluding interest. The Company was in arrears on two quarterly dividend payments at December 31, 2003
>  that totaled $101,000, excluding interest. The per share amount of dividends in arrears at March 31,
>  2004 and December 31, 2003 was $12.00 and $8.00, respectively.
> 
> 
> If the Company is unable to settle, extend or renegotiate
>  the Finova Senior Note, this could constitute an event of default under the Companys agreement with
>  CIT. The occurrence of an event of default can result in CIT accelerating the indebtedness outstanding
>  under our bank line of credit with CIT and demanding immediate repayment, and unless we cure the defaults,
>  CIT could seek a judgment and attempt to seize our assets to satisfy the debt to them. The security
>  for our bank line of credit facility consists of substantially all of the Companys present and future
>  assets, except for fixed assets.
> 
> - 10 -
> 
> Note payable to Tri-Link
> 
> 
> The Company was unable to make its scheduled quarterly
>  installments in November 2003 and February 2004 on the Note Payable (Note) to Tri-Link. The Note does
>  not provide for an acceleration of all outstanding amounts if a payment is claimed to be past due and
>  therefore, $900,000 of this Note is classified as long-term debt as of March 31, 2004. At December 31,
>  2003, $1,080,000 of this Note was classified as long-term debt. The Company is currently in arbitration
>  with Tri-Link regarding various claims against each other, including the non-payment of the November
>  2003 and February 2004 scheduled quarterly installments on the Note (see Note 10).
> 
> 
> NOTE 3  ACCOUNTING FOR STOCK-BASED COMPENSATION
> 
> 
> Statement of Financial Accounting Standards (SFAS)
>  No. 123, Accounting for Stock-Based Compensation, encourages, but does not require, companies
>  to record compensation cost for stock-based employee compensation plans based on the fair value of options
>  granted. The Company has chosen to account for stock based compensation using the intrinsic value method
>  prescribed in Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to
>  Employees, and related interpretations. Accordingly, because the grant price equals the market price
>  on the date of grant for options issued by the Company, no compensation expense is recognized for stock
>  options issued to employees.
> 
> 
> In December 2002, the Financial Accounting Standards
>  Board issued SFAS No. 148, Accounting for Stock Based Compensation  Transition and Disclosure,
>  which amends SFAS No. 123. SFAS No. 148 requires more prominent and frequent disclosures about the effects
>  of stock-based compensation.
> 
> 
> Had compensation cost for the Companys stock options
>  been recognized based upon the estimated fair value on the grant date under the fair value methodology
>  prescribed by SFAS No. 123, the Companys net loss and net loss per share would have been as follows:
> 
> Three Months Ended March 31,2004
> 2003Net loss - as reported
> $         (66,650)
> $         (794,463)Stock-based employee compensation cost ifthe fair value method had been applied
> (54,562)
> (55,860)Net loss - pro forma
> $        (121,212)
> $        (850,323)Net loss per share:Basic - as reported
> $              (0.03)
> $              (0.16)Basic - pro forma
> $              (0.04)
> $              (0.17)Diluted - as reported
> $              (0.03)
> $              (0.16)Diluted - pro forma
> $              (0.04)
> $              (0.17)The assumptions used to calculate the fair value of
>  options granted are evaluated and revised, as necessary, to reflect market conditions and the Companys
>  experience.
> 
> 
> NOTE 4  COMPREHENSIVE INCOME (LOSS)
> 
> 
> 
> Total comprehensive income (loss) is as follows:
> 
> Three Months Ended March 31,2004
> 2003Net loss
> $         (66,650)
> $         (794,463)Foreign currency translation
> 6,576
> 5,974Total comprehensive income (loss)
> $         (60,074)
> $         (788,489)- 11 -
> 
> NOTE 5  NET LOSS PER SHARE
> 
> 
> Basic net loss per share is computed by dividing net
>  loss, adjusted for preferred stock dividends, by the weighted average number of issued common shares
>  outstanding during the applicable period. Diluted net loss per share is computed by dividing net loss,
>  adjusted for preferred stock dividends, by the weighted average number of issued common shares and potential
>  common shares. Potential common shares consist of convertible preferred stock, stock options (vested
>  and unvested) and warrants and are computed using the treasury stock method.
> 
> 
> 
> The following table sets forth the computation of basic
>  and diluted net loss per share:
> 
> Three Months Ended March 31,2004
> 2003BasicNet loss
> $   (66,650)
> $  (794,463)Preferred dividends
> (153,655)
> (150,500)$  (220,305)
> $  (944,963)Weighted average shares outstanding
> 7,795,670
> 6,052,463Net loss per share
> $       (0.03)
> $       (0.16)DilutedNet loss
> $   (66,650)
> $  (794,463)Preferred dividends
> (153,655)
> (150,500)$  (220,305)
> $  (944,963)Weighted average shares outstanding
> 7,795,670
> 6,052,463Effect of dilutive securitiesEmployee stock options
> --
> --Convertible preferred stock
> --
> --Convertible note
> --
> --Dilutive potential common shares
> 7,795,670
> 6,052,463Net loss per share
> $       (0.03)
> $       (0.16)For the three months ended March 31, 2004 and 2003,
>  options to purchase 1,699,000 and 1,864,000 shares of common stock, respectively, were not included
>  in the computation of diluted net loss per share because the effect would be anti-dilutive.
> 
> 
> For the three months ended March 31, 2004 and 2003,
>  warrants to purchase 1,190,000 shares of common stock were not included in the computation of diluted
>  net loss per share because the effect would be anti-dilutive.
> 
> 
> NOTE 6  COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS
> 
> March 31, 2004
> December 31, 2003(Unaudited)Costs incurred on uncompleted contracts
> $ 1,261,813
> $ 1,444,604Estimated earnings
> 493,633
> 730,9161,755,446
> 2,175,520Less: Billings to date
> 1,571,099
> 2,105,067$    184,347
> $      70,453Included in accompanying condensed consolidatedbalance sheets under the following captions:Costs and estimated earnings in excess of billings onuncompleted contracts
> $    546,901
> $    539,663Billings in excess of costs and estimated earnings onuncompleted contracts
> (362,554)
> (469,210)$    184,347
> $      70,453- 12 -
> 
> Costs and estimated earnings on uncompleted contracts
>  includes unbilled revenue of approximately $407,000 and $254,000 as of March 31, 2004 and December 31,
>  2003, respectively.
> 
> 
> NOTE 7  INVENTORIES
> 
> 
> 
> The major classes of inventories are as follows:
> 
> March 31, 2004
> December 31, 2003(Unaudited)Raw materials
> $     2,436,073
> $     2,549,114Work-in-process
> 1,681,676
> 1,411,324Finished goods
> 1,366,275
> 1,531,034$     5,484,024
> $     5,491,472The valuation allowance for slow moving inventories
>  was $1,036,000 and $1,222,000 as of March 31, 2004 and December 31, 2003, respectively.
> 
> 
> NOTE 8  OTHER INTANGIBLE ASSETS
> 
> 
> 
> The Companys other intangible assets are as follows:
> 
> 
> March 31, 2004 (Unaudited)
> 
> Life
> Gross CarryingAmount
> AccumulatedAmortization
> TotalCustomer List
> 5 years
> $ 202,332
> $ 169,569
> $  32,763Patent
> 14 years, 7 months
> 239,899
> 92,148
> 147,751Total
> 
> $ 442,231
> $ 261,717
> $ 180,514December 31, 2003
> 
> Life
> Gross CarryingAmount
> AccumulatedAmortization
> TotalCustomer List
> 5 years
> $ 202,332
> $ 160,875
> $   41,457Patent
> 14 years, 7 months
> 239,899
> 88,521
> 151,378Total
> 
> $ 442,231
> $ 249,396
> $ 192,835Amortization is provided over the estimated useful lives
>  of the respective assets using the straight-line method. Amortization expense related to intangible
>  assets was $12,321 and $15,185 for the three months ended March 31, 2004 and 2003, respectively. Estimated
>  amortization expense related to other intangible assets for each of the five years in the period ending
>  December 31, 2008 and thereafter is: 2004  $32,075; 2005  $26,079; 2006  $14,510; 2007  $14,510;
>  2008  $14,510; thereafter  $78,830.
> 
> - 13 -
> 
> NOTE 9  DEBT
> 
> 
> 
> Debt consists of the following:
> 
> March 31, 2004(Unaudited)
> December 31, 2003Secured promissory note - payable to Harris in monthly installments of $96,805 with interest at 12.5%
>  commencing May 1, 2002 with a balloon payment of $7,196,801 due May 2006.
> $   8,599,624
> $   8,599,624Bank line of credit - On December 22, 1998, the Company's principal lender, CIT amended the Company's
>  existing Line of Credit Facility and Term Loan whereby, the interest rate was 2.0% above prime rate,
>  maximum credit was $5,500,000 and an early termination fee was assessed at 1.5%. On October 28, 2000,
>  the Line of Credit Facility was extended to October 28, 2002. A director of the Company had personally
>  guaranteed a portion of the facility. On October 16, 2002, the Company entered into the Thirteenth Amendment
>  to Loan and Security Agreement (the "Amendment") with CIT. This Amendment extended the term from October
>  28, 2002 to October 28, 2004 and modified the interest rate from prime plus 2.0% to prime plus 2.5%.
>  The applicable margin (2.5%) may vary from 2.0% to 3.0% depending on the Company's financial results
>  for the year ended December 31, 2002 and year ended December 31, 2003. At December 31, 2003, the Company's
>  interest rate was 7.00%. The maximum credit remained at $5,500,000 while the early termination fee was
>  modified from 1.5% to 1.0% of the maximum credit. In connection with this Amendment, CIT has released
>  a director of the Company from any and all obligations under any guaranty agreement or arrangement in
>  favor of CIT.Substantially all of the Company's present and future assets, except for fixed assets,
>  are pledged as collateral with borrowings limited to certain gross availability formulas based on accounts
>  receivable and inventory as defined in the agreement. The facility provides for minimum loan fees, unused
>  line fees and renewal term fees. The outstanding borrowings are classified as a current liability. At
>  March 31, 2004, the Company had $430,000 available, pursuant to this facility. The availability of this
>  unused line of credit is restricted based on availability formulas. See Note 2 for further descriptions.
> 2,639,340
> 1,395,793Senior Secured Promissory Note - On September 9, 2003, the Company entered into a Fifth Amended and Restated
>  Senior Secured Promissory Note with a revised maturity date of February 1, 2004, interest at 14% and
>  monthly principal and interest payments of $55,000, commencing September 1, 2003.
> 253,653
> 251,163Note payable to Tri-Link in quarterly principal installments of $180,000 plus interest at 6.5% commencing
>  August 1, 2003, with final payment due May 2006.
> 1,980,000
> 1,980,000Notes payable to finance companies, payable in monthly installments of $8,000 with interest at approximately
>  5%. The notes mature through 2008 and are collateralized by vehicles.
> 259,228
> 289,973Total
> 13,731,845
> 12,516,553Less current portion
> 12,650,409
> 11,225,868Long-term portion
> $  1,081,436
> $  1,290,685- 14 -
> 
> The Company maintains a Secured Note to Harris Corporation
>  ("Harris") related to the acquisition of the 20-20(R) Product Line, which was restructured on March
>  27, 2002, under a Master Restructuring Agreement. Under this restructuring, the principal and capitalized
>  interest total was stated at $9,196,801. The Company made principal payments of $500,000 during the
>  three month period ended March 31, 2002. Monthly payments of $96,805 in principal and interest commenced
>  in May 2002 and continue until May 2006 at which time a balloon payment of the remaining unpaid balance
>  of $7,196,801 and all accrued and unpaid interest will be due. The interest rate was 8%. In conjunction
>  with the restructuring, Harris agreed to convert $4,000,000 of accrued expenses owed by the Company
>  for additional inventory and services provided in connection with the transition of the 20-20(R)Switching
>  Product Line to the Company, to 40,000 shares of Preferred Series C Convertible stock. The Secured Note
>  is secured by a first lien on certain of the acquired assets and a lien on the Company's other assets.
> 
> 
> As a result of the event of default described in Note
>  2 with respect to the Secured Note, the interest rate was increased from 8.0% to 12.5%. As of March
>  31, 2004 and December 31, 2003, the entire outstanding balance on the Secured Note has been classified
>  in the current portion of long-term debt.
> 
> 
> On February 25, 1998, the Company entered into Senior
>  Secured Loans for $1,000,000 and $280,000 with Finova. Interest was initially paid quarterly starting
>  May 15, 1998. On May 12, 2000, the Company amended and restated the $1,000,000 Loan Agreement originally
>  entered into on February 25, 1998 with Finova and originally due February 25, 1999 to extend the maturity
>  to February 13, 2002. On May 1, 2002, Finova and the Company entered into a Third Amended and Restated
>  Senior Secured Promissory Note. On September 30, 2002, Finova and the Company entered into a Fourth
>  Amended and Restated Senior Secured Promissory Note. Under the terms of this note, monthly principal
>  and interest payments of $55,000 were required commencing October 1, 2002 until August 13, 2003 at which
>  time a balloon payment of the remaining unpaid balance of $303,000 would be due. The interest rate was
>  increased from 12% to 14%. On September 9, 2003, the Company and Finova entered into a Fifth Amended
>  and Restated Senior Secured Promissory Note ("Senior Note"). Under the terms of the Senior Note, monthly
>  principal and interest payments of $55,000 were required commencing September 1, 2003 until February
>  1, 2004 (maturity date). The interest rate remained at 14%.
> 
> 
> On April 30, 2004, the Company and Finova entered into
>  a Forbearance Agreement ("Agreement") through June 30, 2004. In connection with the Agreement, the Company
>  paid $50,000 to Finova on April 30, 2004. The payment represented $8,582 of accrued interest through
>  April 27, 2004, a fee of $7,000, and a reduction in the outstanding principal balance of $34,418.
> 
> 
> The entire outstanding balance on the Senior Note has
>  been classified in the current portion of long-term debt as of March 31, 2004 and December 31, 2003,
>  since the Senior Note matures on June 30, 2004.
> 
> 
> Finova previously received 890,000 warrants to purchase
>  the Company's Common stock at an exercise price of $2.75 per share. These warrants were exercisable
>  in whole, or in part, at any time during a five-year holding period beginning on the date of issuance.
>  In connection with the Third Amended and Restated Senior Secured Promissory Note, Finova and the Company
>  entered into an Amended and Restated Stock Purchase Warrant that modified the terms of the 890,000 previously
>  issued warrants to change the exercise price to $1.00 per share and extend the exercise period to February
>  26, 2004. As a result of modifying the exercise price and extending the exercise period of the 890,000
>  warrants, the Company recorded a deferred financing fee of approximately $160,200 in 2002. This fee
>  was expensed as a financing cost in our condensed consolidated statement of operations in 2002. As
>  described above, the Company and Finova entered into an Agreement on April 30, 2004. In accordance with
>  the Agreement, the exercise period of the 890,000 warrants was extended from February 26, 2004 to February
>  21, 2005. As a result of extending the exercise period, the Company will record a deferred financing
>  fee of approximately $55,000 in April 2004. This fee will be expensed as a financing cost in our condensed
>  consolidated statement of operations during the three month period ending June 30, 2004.
> 
> 
> The covenants in the Secured Note, Loan and Security
>  Agreement and the Senior Note restrict certain sales of assets; mergers and acquisitions; borrowings
>  and guarantees; dividends and redemptions; creation of liens; investments; issuance of subsidiary shares;
>  and transactions with affiliates.
> - 15 -
> 
> As described in Note 1 to the condensed consolidated
>  financial statements, the Company closed on its acquisition of the Vortex technology from Tri-Link with
>  an effective date of May 30, 2003. The consideration for the assets purchased from Tri-Link was $2,500,000,
>  of which $250,000 was paid at closing with the remaining balance of $2,250,000 scheduled to be paid
>  in quarterly principal installments of $187,500 plus interest at 6.5%. The Note Payable ("Note") is
>  collateralized primarily by the Vortex technology and technology assets. Tri-Link was granted the right,
>  at its sole option, to convert at any time and from time to time, up to $750,000 of the balance of the
>  purchase price then remaining unpaid into shares of the Company's voting common stock at prices ranging
>  from $0.22 per share to $1.00 per share (maximum of 1,125,000 shares of common stock).
> 
> 
> On October 24, 2003, the Company issued 375,000 shares
>  of Common stock to Tri-Link as consideration for the conversion of $82,500 of the Companys obligation
>  to Tri-Link. As a result of the conversion, the Companys quarterly principal installment was reduced
>  to $180,000.
> 
> 
> The Company was unable to make its scheduled quarterly
>  installments in November 2003 and February 2004 on the Note to Tri-Link. The Note does not provide for
>  an acceleration of all outstanding amounts if a payment is claimed to be past due and therefore, $900,000
>  of this Note is classified as long-term debt as of March 31, 2004. At December 31, 2003, $1,080,000
>  of this Note was classified as long-term debt.
> 
> 
> NOTE 10  CONTINGENCIES
> 
> 
> Legal Proceedings
> 
> 
> The Company from time to time is involved in legal actions
>  arising in the ordinary course of business. With respect to these matters, management believes that
>  it has adequate legal defenses or has provided adequate accruals for related costs such that the ultimate
>  outcome will not have a material adverse effect on the Companys future financial position or results
>  of operations.
> 
> 
> The Company was formally notified by Tri-Link on March
>  9, 2004 that Teltronics, Inc. was in default of its obligations under the Tri-Link Agreement of Purchase
>  and Sale (Agreement). In the default notice, Tri-Link demands immediate payment of the past due principal
>  and interest payments totaling $426,098 (November 2003 and February 2004 quarterly installments). The
>  notice also stated that Tri-Link would immediately compel final and binding arbitration as allowed in
>  the Agreement and would enforce all such other remedies, provisional and otherwise, as it may have with
>  respect to such claims under the Agreement.
> 
> 
> On March 10, 2004, the Company received a Demand for
>  Arbitration notice from the American Arbitration Association notifying Teltronics of Tri-Links demand
>  for arbitration. Teltronics was further notified on March 12, 2004 by the International Centre for Dispute
>  Resolution of their receipt of Tri-Links demand for arbitration.
> 
> 
> In its Demand for Arbitration, Tri-Link seeks payment
>  by Teltronics in the total sum of $426,098 USD and the immediate issuance to Tri-Link of 900,000 shares
>  of Teltronics common voting stock.
> 
> 
> In its Answering Statement and Counterclaims, Teltronics
>  seeks a declaration that issuance of 900,000 shares of its common voting stock satisfies the requirements
>  of the contract for payment where the appropriate cash payments have not been made. In addition, as
>  and for its counterclaims, Teltronics seeks findings that Tri-Link is in breach of the purchase agreement
>  and its obligation of good faith and fair dealing inherent in that contract; that Tri-Link breached
>  its express and implied warranties and fitness for a particular purpose; that Tri-Link engaged in fraudulent
>  concealment and inducement; and that Tri-Link is guilty of negligent misrepresentation. Teltronics seeks
>  an amount, as stated in its Answering Statement, in excess of $1 million.
> 
> 
> The Company has been notified by Tri-Link that it intends
>  to seek possession of the Vortex technology which Tri-Link claims secures its right to payment.
> 
> - 16 -
> 
> The Company was named as a party to a lawsuit filed
>  in the State of New York. The lawsuit alleges that various parties who entered into contracts with the
>  New York Department of Education, did not insure that a subcontractor paid its employees in accordance
>  with the prevailing wage rate required by the State of New York. The Company intends to vigorously defend
>  itself and believes it has meritorious defenses.
> 
> 
> NOTE 11  EXIT ACTIVITY
> 
> 
> In June 2002, the Financial Accounting Standards Board
>  issued Statement of Financial Accounting Standards No. 146 Accounting for Costs Associated with Exit
>  or Disposal Activities (SFAS No. 146). SFAS No. 146 required recognition of costs associated with
>  exit or disposal activities when they are incurred rather than at the date of a commitment to an exit
>  or disposal plan. Costs covered by the standard include lease termination costs and certain employee
>  severance costs that are associated with a restructuring, discontinued operation, plant closing or other
>  exit or disposal activity.
> 
> 
> The Company reduced its work force by approximately
>  15% at June 30, 2003. The reduction in force was part of an overall effort by the Company to reduce
>  its expenses to better align them with the current sales levels. The reduction in force was across the
>  Company and affected the majority of employee groups and locations. As a result of the reduction in
>  force, the Company recognized a one time termination benefit charge of approximately $250,000 in June
>  2003. This charge was allocated to cost of goods sold and the operating expense categories.
> 
> 
> The Company leases office space for a research and development
>  facility in Dallas, Texas. The lease expires in December 2006. In December 2002, the Company closed
>  its facility in Dallas, Texas. Teltronics will continue to incur rental costs under the Dallas lease
>  agreement without receiving any future economic benefit.
> 
> 
> Teltronics early adopted the provisions of SFAS No.
>  146 in 2002, and as a result, the Company recorded an expense of approximately $437,000 in December
>  2002 that represented the present value of our liability (lease obligation) as of December 31, 2002.
>  This expense was reported as a general and administrative expense in our consolidated statement of operations
>  for 2002. Prior to the closing of our Dallas facility, our Dallas rental expenses were reported as a
>  research and development expense. Commencing January 1, 2003, our Dallas rental expenses are reported
>  as a general and administrative expense.
> 
> 
> The changes in the Companys unaudited lease obligation
>  for the three months ended March 31, 2004 and 2003 are as follows:
> 
> 2004
> 2003Balance, beginning of the period
> $ 430,000
> $ 437,000Accretion in present value of lease obligationsduring the period
> 6,400
> 10,400Payments made during the period
> (20,000)
> (10,500)Balance, end of the period
> $ 416,400
> $ 436,900NOTE 12  WARRANTY
> 
> 
> The Company provides currently for the estimated cost
>  that may be incurred under product warranties. Factors that affect the Companys product liability include
>  the number of installed units, historical and anticipated rates of warranty claims, and cost per claim.
>  The Company provides a limited warranty on its products, for a period from 3 to 18 months (depending
>  on the product), under which the Company agrees to repair or replace, in the Companys sole discretion,
>  units defective in material or workmanship, provided the equipment has not been subjected to alteration
>  or abuse.
> 
> - 17 -
> 
> Changes in the Companys unaudited product liability
>  during the three months ended March 31, 2004 and 2003 are as follows:
> 
> 2004
> 2003Balance, beginning of the period
> $ 302,000
> $ 315,000Warranties issued during the period
> 4,000
> 65,000Payments made during the period
> (16,000)
> (54,000)Changes in liability for pre-existing warrantiesduring the period
> (12,000)
> 11,000Balance, end of the period
> $ 278,000
> $ 337,000NOTE 13  SHAREHOLDERS EQUITY
> 
> 
> The total number of shares of all classes of capital
>  stock, which the Company has the authority to issue is 50,000,000 shares divided into three classes
>  of which 5,000,000 shares, par value $.001 per share are designated Preferred stock, 40,000,000 shares,
>  par value $.001 per share are designated Common stock and 5,000,000 shares, par value $.001 per share,
>  are designated Non-Voting Common stock.
> 
> 
> (A)     Preferred stock
>   The Preferred Series A stock are restricted securities owned by the Companys Director and Senior
>  Vice President of Business Development and subject to resale restrictions including the right of the
>  Company to approve or disapprove any sale, transfer or disposition to any third party not controlled
>  by the Director. Each share is entitled to 400 votes and is not entitled to any dividends. Accordingly,
>  this would give the Senior Vice President voting control of the Company.
> 
> 
> The Preferred Series B Convertible stock provided for
>  a $12 per share annual dividend, payable quarterly and increasing to $20 in May 2002. On April 22, 2002,
>  the terms of the Preferred Series B Convertible stock were modified, whereby the annual dividend rate
>  increased from $12 per share to $16 per share, payable quarterly, effective February 26, 2002. The annual
>  dividend rate increased to $18 per share on February 27, 2004 and will increase to $20 per share on
>  February 27, 2005. The holder of the Preferred Series B Convertible stock initially had the right at
>  its option to convert to the Companys Common stock at $2.75 per share. The Company adjusted the conversion
>  price on April 22, 2002 for the Preferred Series B Convertible stock from $2.75 to $1.75 per share in
>  conjunction with the Third Amended and Restated Senior Secured Promissory Note. Commencing in May 2002,
>  the Company has the right to redeem the Preferred Series B Convertible stock in full at 100% of the
>  face value plus accrued and unpaid dividends. The Preferred Series B Convertible stock contains certain
>  covenants.
> 
> 
> The Company issued 40,000 shares of Preferred Series
>  C Convertible stock to Harris Corporation in March 2002 in connection with the Master Restructuring
>  Agreement. The Preferred Series C Convertible stock provides for a $10 per share annual dividend, payable
>  quarterly beginning May 15, 2002. The annual dividend increases to $20 per share beginning April 1,
>  2007. The holder of the Preferred Series C Convertible stock has the right at its option to convert
>  to the Companys Common stock at $2.75 per share subject to adjustment. The Company has the right to
>  redeem all or a portion of the then outstanding Preferred Series C Convertible stock at any time at
>  100% of the face value plus accrued and unpaid dividends.
> 
> 
> (B)     Common stock
>   In March 2003, the Company recorded the issuance of 1.0 million shares of Common stock with a fair
>  value of $200,000 as additional compensation for 2003 services by its Board of Directors. The compensation
>  was expensed as a general and administrative expense in our condensed consolidated statements of operations
>  commencing January 1, 2003 through December 31, 2003.
> 
> 
> In April 2003, the Company issued 362,184 shares with
>  a fair value of $42,958 in connection with the Employee Stock Purchase Plan.
> 
> 
> In June 2003, the Company issued 62,311 shares with
>  a fair value of $33,648 to the Savings Plan (401(k) plan).
> 
> - 18 -
> 
> (C)     Warrants
>   In connection with the Third Amended and Restated Senior Secured Promissory Note, Finova and the Company
>  entered into an Amended and Restated Stock Purchase Warrant that modified the terms of the 890,000 previously
>  issued warrants to change the exercise price to $1.00 per share and extend the exercise period to February
>  26, 2004.
> 
> 
> On April 30, 2004, the Company and Finova entered into
>  a Forbearance Agreement (Agreement) through June 30, 2004. In accordance with the Agreement, the exercise
>  period was extended from February 26, 2004 to February 21, 2005. As a result of extending the exercise
>  period, the Company will record a deferred financing fee of approximately $55,000 in April 2004.
> 
> 
> In connection with our financial advisory and investment
>  banking agreement entered into in September 2002 with Atlantic American Capital Advisors, LLC, the Company
>  issued warrants to purchase 300,000 shares of its Common stock at an exercise price of $1.00 per share.
>  The exercise period of the warrants is five years.
> - 19 -
> 
> NOTE 14  SEGMENT INFORMATION
> 
> 
> The Companys operations are classified into three reportable
>  segments, Teltronics, Mexico and Teltronics Limited. As described in Note 1, the Company acquired the
>  assets of the 20-20 maintenance business of SMARTCALL Limited located in the UK. As a result, the Company
>  has classified the operations of our subsidiary, Teltronics Limited, referred to as the UK segment,
>  as a reportable segment commencing February 1, 2004.
> 
> 
> The accounting policies of the segments are the same.
>  Company management evaluates performance based on segment profit (loss), which is net income (loss)
>  before taxes, excluding nonrecurring gains or losses.
> 
> 
> The following table presents unaudited information about
>  reportable segment operations and assets.
> 
> Three Months Ended March 31,2004
> 2003Net SalesTeltronics
> $ 10,749,000
> $ 11,522,000Mexico
> 267,000
> 59,000UK
> 291,000
> --Total net sales
> $ 11,307,000
> $ 11,581,000Depreciation and AmortizationTeltronics
> $      503,000
> $      465,000Mexico
> 2,000
> 2,000UK
> 25,000
> --Total depreciation and amortization
> $      530,000
> $      467,000Interest and Financing CostsTeltronics
> $      434,000
> $      377,000Mexico
> --
> --UK
> --
> --Total interest and financing costs
> $      434,000
> $      377,000Segment Profit (Loss)Teltronics
> $    (170,000)
> $    (755,000)Mexico
> 112,000
> (36,000)UK
> (7,000)
> --Loss before income taxes
> $     (65,000)
> $    (791,000)Segment AssetsTeltronics
> $ 18,281,000Mexico
> 76,000UK
> 1,301,000Total segment assets
> $ 19,658,000Acquisition of Property and EquipmentTeltronics
> $        15,325
> $      264,000Mexico
> --
> --UK
> --
> --Total acquisition of property and equipment
> $        15,325
> $      264,000- 20 -
> 
> ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
> 
> 
> FORWARD-LOOKING STATEMENTS
> 
> 
> References in this report to the Company, Teltronics,
>  we. or us mean Teltronics, Inc. together with its subsidiaries, except where the context otherwise
>  requires. A number of statements contained in this Quarterly Report on Form 10-Q are forward-looking
>  statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation
>  Reform Act of 1995. These forward-looking statements can generally be identified as such because the
>  context of the statement will include words such as we believe, anticipate, expect, or words of
>  similar import. Similarly, statements that describe our future plans, objectives, strategies or goals
>  are also forward-looking statements. These forward-looking statements involve a number of risks and
>  uncertainties that may materially adversely affect the anticipated results. Such risks and uncertainties
>  include, but are not limited to, the timely development and market acceptance of products and technologies,
>  competitive market conditions, successful integration of acquisitions, the ability to secure additional
>  sources of financing, the ability to reduce operating expenses, and other factors described in the Companys
>  filings with the Securities and Exchange Commission. Shareholders, potential investors and other readers
>  are urged to consider these factors carefully in evaluating the forward-looking statements made herein
>  and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking
>  statements made herein are only made as of the date of this Form 10-Q and we disclaim any obligation
>  to publicly update such forward-looking statements to reflect subsequent events or circumstances.
> 
> 
> Critical Accounting Policies
> 
> 
> The discussion and analysis of our financial condition
>  and results of operations are based on our consolidated financial statements that have been prepared
>  under generally accepted accounting principles. The preparation of financial statements in conformity
>  with generally accepted accounting principles requires our management to make estimates and assumptions
>  that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and
>  liabilities at the date of the financial statements and the reported amounts of revenue and expenses
>  during the reporting period. Actual results could materially differ from those estimates because the
>  estimates represent judgments made at specific dates for events that are ongoing. We have identified
>  the following critical accounting policies that affect the more significant judgments and estimates
>  used in preparing our condensed consolidated financial statements. The condensed consolidated financial
>  statements and the related notes thereto should be read in conjunction with the following discussion
>  of our critical accounting policies.
> 
> 
> 
> Our critical accounting policies and estimates are as
>  follows:
> 
> 
> 
> Revenue recognition. Teltronics
>  generates revenues through different sources.
> 
> 
> 
> Manufacturing. Revenues from sales of product, including our electronic manufacturing services
>  business are recognized when title and risk of loss passes, which is generally when the product is shipped.
>  Based on the Companys history of providing manufacturing services, we believe that collectibility is
>  reasonably assured.
> Performance of Construction-Type Contracts. The Companys policy is to recognize revenue and related
>  costs on the construction-type contracts in accordance with Statement of Position 81-1 Accounting
>  for Performance of Construction-Typeand Certain Production-Type Contracts(SOP 81-1). SOP
>  81-1 provides two generally accepted methods of accounting for construction or production type contracts:
>  (1) the percentage of completion method and (2) the completed contract method. The determination of
>  which of the two methods is preferable is based on a careful evaluation of circumstances because the
>  two methods should not be acceptable alternatives for the same circumstances. The circumstance that
>  the Company considers the most significant when determining the appropriate method of accounting is
>  the right to require the customer to make progress payments to support their ownership investment and
>  to approve the services performed to date if they meet the contract requirements.- 21 -
> 
> The percentage of completion method recognizes revenue and related costs as work on a contract progresses.
>  The progress of a contract in terms of recognizing revenue and related costs is based on satisfying
>  the milestones for the specified contract.The completed contract method recognizes revenue and related costs when the contract is completed and
>  has been accepted by the customer. All costs and related billings are reported as costs and estimated
>  earnings on uncompleted contracts in the balance sheet until that time.Our primary construction-type contracts are with the Board of Education of the City of New York. We accepted
>  the assignment of a contract from Harris Corporation in connection with the Companys acquisition of
>  Harris Corporations 20-20® Switching Product Line in June 2000. This contract, with the Board of Education
>  of the City of New York (the Board), specified that the Contractor (Teltronics) would provide telephone
>  systems and peripheral equipment and cabling including systems maintenance and support.
> Maintenance and service. Revenue from support and maintenance activities is recognized ratably
>  over the term of the maintenance period and the unrecognized portion is included in deferred revenue.
>  Costs from support and maintenance activities are recognized when the related revenue is recognized
>  or when those costs are incurred, whichever occurs first.
> Revenue Arrangements with Multiple Deliverables. Certain of the Companys arrangements include
>  multiple deliverables, which consist of product, installation, and training. In the absence of higher-level
>  specific authoritative guidance, the Company determines the units of accounting for multiple element
>  arrangements in accordance with Emerging Issues Task Force Issue No. 00-21, Revenue Arrangements
>  with Multiple Deliverables.Specifically, the Company will consider a delivered item as a separate
>  unit of accounting if it has value to the customer on a standalone basis, if there is objective and
>  reliable evidence of the fair value of the undelivered elements, and, if the arrangement includes a
>  general right of return relative to the delivered element, delivery or performance of the undelivered
>  element is considered probable and is substantially within the Companys control.Accounts receivable. A considerable amount
>  of judgment is required when we assess the ultimate realization of receivables, including assessing
>  the following factors: probability of collection, the current credit-worthiness of each customer and
>  the economy. We recognize an allowance for doubtful accounts based on these factors, including the length
>  of time the receivables are past due and an analysis of the specific facts relative to the customer.
>  We may record an additional provision for doubtful accounts to our allowance for doubtful accounts if
>  factors relative to the customer change. We charge off outstanding balances after all collection efforts
>  have been exhausted.
> 
> 
> Slow moving inventories. We write
>  down our slow moving inventories equal to the difference between the carrying value of the inventories
>  and the estimated market value based on assumptions about future product life cycles, product demand
>  and market conditions. If actual product life cycles, product demand or market conditions are less favorable
>  than those projected by management, an additional inventory write-down may be required. For 2003, our
>  provision for slow moving inventories was increased primarily for certain 20-20 products.
> 
> 
> Impairment of Intangible and Long-Lived Assets.
>  Long-lived assets consist of fixed assets and intangible assets. We periodically evaluate the recovery
>  of long-lived assets when impairment indicators are present. Our judgments regarding the existence of
>  impairment indicators are based on legal factors, market conditions, estimated future cash flows, expected
>  useful life of long-lived assets and the operational performance of our business. Future events could
>  cause us to conclude that impairment indicators exist and that long-lived assets associated with our
>  business are impaired.
> 
> 
> The Company periodically performs reviews of the recoverability
>  of capitalized software costs. At the time a determination is made that capitalized amounts are not
>  recoverable based on the estimated cash flows to be generated from the applicable software, any remaining
>  capitalized amounts are written off.
> - 22 -
> 
> Warranty and Service. The Company provides
>  currently for the estimated cost that may be incurred under product warranties. Factors that affect
>  the Companys product liability include the number of installed units, historical and anticipated rates
>  of warranty claims, and cost per claim. The Company provides a limited warranty on its products, for
>  a period from 3 to 18 months (depending on the product), under which the Company agrees to repair or
>  replace, in the Companys sole discretion, units defective in material or workmanship, provided the
>  equipment has not been subjected to alteration or abuse. The product liability may change in the future
>  based on changes in the factors noted above.
> 
> 
> Contingencies and Litigation. We are subject
>  to proceedings, lawsuits and other claims related to class action lawsuits and other matters. We are
>  required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential
>  ranges of probable losses. A determination of the amount of loss accrual required, if any, for these
>  contingencies are made after careful review of each individual issue. The required accruals may change
>  in the future due to new developments in each matter or changes in approach such as a change in settlement
>  strategy in dealing with these matters.
> 
> 
> Seasonality
> 
> 
> The Company has experienced seasonality due in part
>  to purchasing tendencies of our customers during the fourth and first quarters of each calendar year.
>  Consequently, net sales for the fourth and first quarters of each calendar year are typically not as
>  strong as results during the other quarters. The net sales of the Company continued to be impacted by
>  the general slowdown of telecommunications expenditures.
> 
> 
> RESULTS OF OPERATIONS
> 
> 
> The following unaudited tables set forth certain data,
>  expressed as a percentage of net sales, from the Companys unaudited condensed consolidated Statements
>  of Operations for the three months ended March 31, 2004 and 2003.
> 
> Three Months Ended March 31,2004
> 2003Net sales
> 100.0%
> 100.0%Cost of sales
> 55.2
> 59.4Gross profit
> 44.8
> 40.6Operating expenses:General and administrative
> 13.4
> 13.0Sales and marketing
> 18.4
> 18.7Research and development
> 7.2
> 9.7Depreciation and amortization
> 2.5
> 2.841.5
> 44.2Income (loss) from operations
> 3.3
> (3.6)Other income (expense):Interest
> (3.7)
> (2.6)Financing
> (0.2)
> (0.7)Other
> --
> --(3.9)
> (3.3)Loss before income taxes
> (0.6)
> (6.9)Provision for income taxes
> --
> --Net loss
> (0.6%)
> (6.9%)- 23 -
> 
> Net Sales and Gross Profit Margin
> 
> 
> Net sales decreased $273,000 or 2.4% for the three month
>  period ended March 31, 2004 as compared to the same period in 2003. Gross Profit Margin Gross profit
>  margin for the three month periods ended March 31, 2004 and 2003 was 44.8% and 40.6%, respectively.
>  Gross profit margin, excluding affects of the provision for slow moving inventories for the year ended
>  December 31, 2003 was 41.3%. The increase in our gross profit margin was caused primarily by changes
>  in product mix and the effects of the June 2003 reduction in force.
> 
> 
> Operating Expenses
> 
> 
> Operating expenses were $4.7 million and $5.1 million
>  for the three month periods ended March 31, 2004 and 2003, respectively.
> 
> 
> General and administrative expenses increased $4,500
>  for the three month period ended March 31, 2004 as compared to the same period in 2003. The net increase
>  for the three month period ended March 31, 2004 was primarily a result of the following items: (a) a
>  $28,000 increase in the provision for doubtful accounts, (b) a $58,000 increase in professional fees,
>  and (c) a $48,000 increase in on-line communications. These increases were offset by the following items:
>  (a) a $48,000 decrease related to the cost of being a public company and (b) a $66,000 decrease in expense
>  related to our closing of the Dallas office.
> 
> 
> Sales and marketing expenses decreased $81,000 for the
>  three month period ended March 31, 2004 as compared to the same period in 2003. The net decrease for
>  the three month period ended March 31, 2004 was primarily a result of a $140,000 decrease in wages and
>  benefits related to the June 2003 reduction in force and a $71,000 decrease in travel and related expenses.
>  These decreases were partially offset by an increase in severance of $107,000.
> 
> 
> Research and development expenses decreased $312,000
>  for the three month period ended March 31, 2004 as compared to the same period in 2003. The net decrease
>  for the three month period ended March 31, 2004 was primarily a result of a $30,000 increase in wages
>  and supplies associated with the development of new products, which was offset by a $297,000 decrease
>  in wages and benefits related to the June 30, 2003 reduction in force and a $21,000 decrease in professional
>  fees.
> 
> 
> Other Expenses
> 
> 
> Other expenses were $437,000 and $372,000 for the three
>  month periods ended March 31, 2004 and 2003, respectively. For the three month period ended March 31,
>  2004, interest expense increased $113,000, financing costs decreased $56,000, and other expenses increased
>  $8,000. The increase in interest expense was a result of the increase in interest rate on the Harris
>  debt and the interest on the Tri-Link debt in connection with the Tri-Link acquisition in May 2003.
>  The decrease in financing costs was primarily related to the services of Atlantic American in 2003 that
>  were terminated by December 31, 2003.
> 
> 
> LIQUIDITY AND CAPITAL RESOURCES
> 
> 
> Net cash flows used in Operating Activities
> 
> 
> Net cash flows used in operating activities were $1,257,000
>  for the three month period ended March 31, 2004. The $1,286,000 was comprised of the following items:
>  (1) net loss of $67,000, (2) non-cash expenses of $641,000, (3) a net increase in operating assets,
>  net of acquisition, of $3,502,000, and (4) a net increase in operating liabilities, net of acquisition,
>  of $1,671,000. The net increase in operating assets was primarily a result of an increase in accounts
>  receivable of $3,448,000. The net increase in operating liabilities was a result of an increase in accounts
>  payable of $857,000 and an increase in accrued expenses and deferred revenue of $921,000, which were
>  offset by a decrease in billings in excess of costs and estimated earnings on uncompleted contracts
>  of $107,000.
> - 24 -
> 
> Net cash flows used in Investing Activities
> 
> 
> 
> Net cash flows used in investing activities were $45,000
>  for the three month period ended March 31, 2004 as the Company acquired $15,000 of property and equipment
>  to support its operations and also acquired $30,000 of inventories in connection with its acquisition
>  of SMARTCALL Limited.
> 
> 
> Net cash flows provided by Financing Activities
> 
> 
> Net cash flows provided by financing activities were
>  $1,209,000 for the three month period ended March 31, 2004. The $1,209,000 was comprised of net borrowings
>  of $1,244,000 on the line of credit and net repayments of $35,000 on loans, notes and capital leases.
> 
> 
> Liquidity
> 
> 
> Our liquidity needs arise from our debt service obligations,
>  working capital needs and capital expenditures. We have historically funded our liquidity needs with
>  proceeds from our line of credit with CIT and cash flows from operations. We have incurred a net loss
>  of $3.3 million, $4.6 million and $6.7 million in 2003, 2002 and 2001, respectively. These losses have
>  significantly weakened our financial position and ability to make the required debt service and dividend
>  payments. Future liquidity and cash requirements will depend on a wide range of factors including the
>  level of business in existing operations and credit lines extended by trade suppliers. The decrease
>  in our sales has contributed to a significant decrease in net cash flows provided by operations. Our
>  ability to maintain sufficient liquidity in the future is impacted by several factors including continued
>  management of our costs and balance sheet, successfully achieving our product release schedules and
>  the attainment of our forecasted sales objectives. We are currently exploring raising additional debt
>  or equity financing; however, we do not have any commitments for such funding at this time. Such capital
>  may not be available on acceptable terms, if at all. We may also require additional capital to acquire
>  or invest in complementary businesses or products or obtain the right to use complementary technologies.
>  If we issue additional equity securities to raise funds, the ownership percentage of our existing stockholders
>  would be reduced. New investors may demand rights, preferences or privileges senior to those of existing
>  holders of our common stock. Debt incurred by us would be senior to equity in the ability of debt holders
>  to make claims on our assets. If adequate funds are not available to satisfy either short or long-term
>  capital requirements, we may be required to curtail our operations significantly or to seek funds through
>  arrangements with strategic partners or other parties that may require us to relinquish material rights
>  to certain of our products, technologies or potential markets, or we may be forced to seek protection
>  under bankruptcy laws.
> 
> 
> As described above, the Company is working to raise
>  additional capital; however, there is no assurance that these efforts will be successful and that we
>  will achieve profitability or, if we achieve profitability, that it will be sustainable, or that we
>  will continue as a going concern. As a result, our independent certified public accountants included
>  an explanatory paragraph for a going concern matter in their report for the year ended December 31,
>  2003. The year ended December 31, 2003 and three month ended March 31, 2004 financial statements do
>  not include any adjustments relating to the recoverability of recorded asset amounts that might be necessary
>  as a result of the above uncertainty.
> 
> 
> As of March 31, 2004, the Company had cash and cash
>  equivalents of $59,778 as compared to $146,277 as of December 31, 2003. Working capital (deficiency)
>  as of March 31, 2004 and December 31, 2003 was $(11,212,831) and $(10,888,995), respectively. The working
>  capital deficiency at March 31, 2004 and December 31, 2003 was primarily a result of the classification
>  of the long-term portion of the secured promissory note payable to Harris of approximately $7.9 million
>  being classified as current portion of long- term debt due to our inability to make any principal and
>  interest payments.
> 
> 
> Our principal obligations as of March 31, 2004, consisted
>  primarily of the following items: (1) a Secured Note payable to Harris of $8.6 million, (2) a Senior
>  Note in the amount of $254,000 payable to Finova that matures on June 30, 2004, (3) dividends on our
>  Series B and Series C Preferred Stock, of which $1,203,000 will be due and payable within the next twelve
>  months, (4) a bank line of credit payable to CIT of $2.6 million, and (5) a Note for $1,980,000 aggregate
>  principal amount payable to Tri-Link.
> - 25 -
> 
> On September 9, 2003, the Company and Finova entered
>  into a Fifth Amended and Restated Senior Secured Promissory Note (Senior Note). Under the terms of
>  the Senior Note, monthly principal and interest payments of $55,000 were required commencing September
>  1, 2003 until February 1, 2004 (maturity date). The interest rate remained at 14%. On April 30, 2004,
>  the Company and Finova entered into a Forbearance Agreement (Agreement) through June 30, 004. In connection
>  with the Agreement, the Company paid $50,000 to Finova on April 30, 2004. The payment represented $8,582
>  of accrued interest through April 27, 2004, a fee of $7,000, and principal of $34,418.
> 
> 
> We have 12,625 shares of Series B and 40,000 shares
>  of Series C Preferred Stock outstanding as of December 31, 2003. Holders of shares of our Series B Preferred
>  Stock were entitled to receive annual dividends of $16 per share, payable quarterly. The annual dividends
>  increased to $18 per share on February 27, 2004 and will increase to $20 per share on February 27, 2005.
>  Holders of shares of our Series C Preferred Stock are entitled to receive annual dividends of $10 per
>  share, payable quarterly and increasing to $20 per share beginning April 1, 2007. If we are in arrears
>  on four quarterly dividend payments on our Series B Preferred Stock (whether or not consecutive) or
>  any part thereof, including interest, then the number of directors comprising our Board of Directors
>  shall be increased to a number that allows the holders of our Series B Preferred Stock to elect a majority
>  of our Board of Directors. As of March 31, 2004, we were in arrears four dividend payments on our Series
>  C Preferred Stock and three payments on our Series B Preferred Stock.
> 
> 
> We have a credit facility with CIT, as described in
>  the notes to our consolidated financial statements. The credit facility has a maximum credit limit of
>  $5.5 million with an interest rate of 2.5% above prime. The applicable margin (2.5%) may vary from 2.0%
>  to 3.0% depending on the Companys financial results for the year ended December 31, 2002 and the year
>  ended December 31, 2003. At March 31, 2004 and December 31, 2003, the Companys interest rate was 7.0%.
>  The amount available under this credit facility is subject to restriction based on availability formulas.
>  The availability formulas relate primarily to the eligibility of accounts receivable as part of the
>  Companys borrowing base. As a result of the foregoing availability restrictions, the amount available
>  under this credit facility as of March 31, 2004 was $430,000. The CIT credit facility is secured by
>  a lien on substantially all our assets and a pledge of substantially all the capital stock of our subsidiaries.
> 
> 
> On June 4, 2003, we completed the acquisition of Vortex
>  technology and related assets from Tri-Link of Burnaby, British Columbia, pursuant to an Agreement of
>  Purchase and Sale (the "Agreement") of Vortex Technology dated October 31, 2002, as amended on May 30,
>  2003, for $2.5 million. We also agreed to pay to Tri-Link, royalties on the net sales derived by us
>  from certain components of the Vortex technology. We paid $250,000 of the purchase price, in cash, at
>  the closing. We paid the remainder of the purchase price, excluding royalties, by delivering our Note
>  for $2,250,000 aggregate principal amount. Our Note in favor of Tri-Link is payable in twelve equal
>  quarterly principal payments of $187,500 plus interest at 6.5%, beginning on August 1, 2003. Our Note
>  to Tri-Link is secured by a lien on the Vortex technology and related technology assets. The Company
>  was unable to make the November 2003 and the February 2004 quarterly installments. According to the
>  terms of the Agreement, if we fail to make any quarterly payment on the Note by the end of the tenth
>  day after such payment is due, then on the fortieth day after such payment was due, we must issue to
>  Tri-Link that number of shares of our common stock equal to 22,500 times the number of days by which
>  the applicable payment default exceeds ten days. In addition, failure to make payments on the Note when
>  due may result in Tri-Link seeking to obtain a judgment and attempting to seize our Vortex technology
>  securing the Note in satisfying such past-due payments. Tri-Link may have the right at its sole option
>  to convert at any time and from time to time, up to $750,000 of the balance of the purchase price then
>  remaining into shares of the Company's voting common stock at prices ranging from $0.22 per share to
>  $1.00 per share (maximum of 1,125,000 shares of common stock).
> 
> 
> On October 24, 2003, the Company issued 375,000 shares
>  of Common stock to Tri-Link as consideration for the conversion of $82,500 of the Companys obligation
>  to Tri-Link. As a result of the conversion, the Companys quarterly principal installment was reduced
>  to $180,000.
> - 26 -
> 
> ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
> 
> 
> We have no material changes to the disclosure under
>  the caption "Quantitative and Qualitative Disclosures About Market Risks" in our Annual Report on Form
>  10-K for the year ended December 31, 2003, and incorporated herein by reference.
> 
> 
> ITEM 4. CONTROLS AND PROCEDURES
> 
> 
> The Company, under the supervision and with the participation
>  of its management, including the Chief Executive Officer and the Chief Financial Officer, evaluated
>  the effectiveness of the design and operation of the Company's "disclosure controls and procedures"
>  (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) as of
>  the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer
>  and the Chief Financial Officer concluded that the Companys disclosure controls and procedures are
>  effective in timely making known to them material information relating to the Company and the Company's
>  consolidated subsidiaries required to be disclosed in the Company's reports filed or submitted under
>  the Exchange Act. There has been no change in the Company's internal control over financial reporting
>  during the quarter ended March 31, 2004 that has materially affected, or is reasonably likely to materially
>  affect, the Companys internal control over financial reporting.
> - 27 -
> 
> PART II  OTHER INFORMATION
> 
> 
> ITEM 1.     LEGAL PROCEEDINGS
> 
> 
> The Company from time to time is involved in legal actions
>  arising in the ordinary course of business. With respect to these matters, management believes that
>  it has adequate legal defenses or has provided adequate accruals for related costs such that the ultimate
>  outcome will not have a material adverse effect on the Companys future financial position or results
>  of operations.
> 
> 
> The Company was formally notified by Tri-Link on March
>  9, 2004 that Teltronics, Inc. was in default of its obligations under the Tri-Link Agreement of Purchase
>  and Sale (Agreement). In the default notice, Tri-Link demands immediate payment of the past due principal
>  and interest payments totaling $426,098 (November 2003 and February 2004 quarterly installments). The
>  notice also stated that Tri-Link would immediately compel final and binding arbitration as allowed in
>  the Agreement and would enforce all such other remedies, provisional and otherwise, as it may have with
>  respect to such claims under the Agreement.
> 
> 
> On March 10, 2004, the Company received a Demand for
>  Arbitration notice from the American Arbitration Association notifying Teltronics of Tri-Links demand
>  for arbitration. Teltronics was further notified on March 12, 2004 by the International Centre for Dispute
>  Resolution of their receipt of Tri-Links demand for arbitration.
> 
> 
> In its Demand for Arbitration, Tri-Link seeks payment
>  by Teltronics in the total sum of $426,098 USD and the immediate issuance to Tri-Link of 900,000 shares
>  of Teltronics common voting stock.
> 
> 
> In its Answering Statement and Counterclaims, Teltronics
>  seeks a declaration that issuance of 900,000 shares of its common voting stock satisfies the requirements
>  of the contract for payment where the appropriate cash payments have not been made. In addition, as
>  and for its counterclaims, Teltronics seeks findings that Tri-Link is in breach of the purchase agreement
>  and its obligation of good faith and fair dealing inherent in that contract; that Tri-Link breached
>  its express and implied warranties and fitness for a particular purpose; that Tri-Link engaged in fraudulent
>  concealment and inducement; and that Tri-Link is guilty of negligent misrepresentation. Teltronics seeks
>  an amount, as stated in its Answering Statement, in excess of $1 million.
> 
> 
> The Company has been notified by Tri-Link that it intends
>  to seek possession of the collateral which Tri-Link claims secures its right to payment.
> 
> 
> The Company was named as a party to a lawsuit filed
>  in the State of New York. The lawsuit alleges that various parties who entered into contracts with the
>  New York Department of Education, did not insure that a subcontractor paid its employees in accordance
>  with the prevailing wage rate required by the State of New York. The Company intends to vigorously defend
>  itself and believes it has meritorious defenses.
> ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS - None
> ITEM 3.      DEFAULTS UPON SENIOR SECURITIES
> 
> 
> As of March 31, 2004, we were in arrears on dividend
>  payments on our Series B and Series C Preferred Stock in the amounts of $157,000 and $419,000, respectively,
>  which amounts include interest thereon. We were also in arrears on debt payments on our Senior Secured
>  Promissory Note with Finova, our secured Promissory Note with Harris Corporation and the Note Payable
>  to Tri-Link in the amounts of $253,000, $679,000 and $426,098, respectively.
> - 28 -
> 
> ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None
> ITEM 5.     OTHER INFORMATION - None
> ITEM 6(a).  EXHIBITS
> 
> 
> 31.1
> 
> Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
> 
> Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32
> 
> Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.ITEM 6(b).  REPORTS ON FORM 8-K
> 
> 
> The Company filed one report on Form 8-K during the
>  quarter ended March 31, 2004. Information regarding the item reported on is as follows:
> 
> 
> Date
> 
> Item Reported On2/26/04
> 
> Financial Statements and Exhibits: February 10, 2004 Acquisition of SMARTCALL Limited.4/15/04
> 
> Financial Statements and Exhibits: 2003 Year End Earnings Press Release.- 29 -
> 
> SIGNATURES
> 
> 
> Pursuant
>  to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report
>  to be signed on its behalf by the undersigned, thereunto duly authorized.
> 
> 
> Dated: May 17, 2004
> 
> TELTRONICS, INC.BY: /S/ PATRICK G. MINPATRICK G. MINVICE PRESIDENT FINANCE ANDCHIEF FINANCIAL OFFICER- 30 -
> 
> EXHIBIT INDEX
> 
> ExhibitNumber
> 
> Description31.1*
> 
> Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2*
> 
> Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32*
> 
> Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.__________(*)          Filed as an Exhibit to this Report on Form 10-Q for the period ended March 31, 2004.- 31 -