##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



Form 10-Q



QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the Quarter ended August 31, 2003



Commission File No. 0-10823



---



BCT INTERNATIONAL, INC.

(Exact name of Registrant as specified in its Charter)



|Delaware                 |  | 22-2358849                          
|------------------------ |  | ------------------------------------
|(State of Incorporation) |  | (IRS Employer Identification Number)



|3000 NE 30th Place, 5th Floor, Fort Lauderdale, FL |  | 33306     
|-------------------------------------------------- |  | ----------
|(Address of principal executive offices)           |  | (Zip Code)



Registrants
telephone number, including area code: (954) 563-1224



---



Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES  x     NO ̈.



Number of shares of common stock outstanding as of

October 15, 2003: 5,121,471



---



---

##### Table of Contents

BCT INTERNATIONAL, INC.



INDEX



|         |  |                                                                                                                                                                             |  | PAGENUMBER
|-------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------
|PART I.  |  | FINANCIAL INFORMATION                                                                                                                                                       |  |           
|         |  |                                                                                                                                                                            
|         |  | CONDENSED CONSOLIDATED BALANCE SHEETSAugust 31, 2003 and February 28, 2003                                                                                                 |  | 2         
|         |  |                                                                                                                                                                            
|         |  | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSfor the three months ended August 31, 2003 and August 31, 2002 and the six months ended August 31, 2003 and August 31, 2002 |  | 3         
|         |  |                                                                                                                                                                            
|         |  | CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITYfor the six months ended August 31, 2003                                                               |  | 4         
|         |  |                                                                                                                                                                            
|         |  | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSfor the six months ended August 31, 2003 and August 31, 2002                                                                |  | 5         
|         |  |                                                                                                                                                                            
|         |  | Notes to Condensed Consolidated Financial Statements                                                                                                                        |  | 6-7       
|         |  |                                                                                                                                                                            
|         |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                                       |  | 8-9       
|         |  |                                                                                                                                                                            
|PART II. |  | OTHER INFORMATION AND SIGNATURES                                                                                                                                            |  |           
|         |  |                                                                                                                                                                            
|         |  | Signatures                                                                                                                                                                  |  | 10        
|         |  |                                                                                                                                                                            
|         |  | Certifications and Exhibits                                                                                                                                                 |  | 11-14     



---

##### Table of Contents

PART I.    FINANCIAL STATEMENTS



BCT INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(000s omitted)





|                                                                            |  | August 31, 2003 |        |   | February 28, 2003 |  
|--------------------------------------------------------------------------- |  | --------------- | ------ | - | ----------------- | -
|ASSETS                                                                      |  |                 |        |   |                   |  
|Current assets:                                                             |  |                 |        |   |                   |  
|Cash                                                                        |  | $               | 5,663  |   |                   | $
|Accounts and notes receivable, net                                          |  |                 | 2,627  |   |                   |  
|Inventory, net                                                              |  |                 | 2,364  |   |                   |  
|Assets held for sale, net                                                   |  |                 | 112    |   |                   |  
|Prepaid expenses and other current assets                                   |  |                 | 166    |   |                   |  
|Deferred income taxes                                                       |  |                 | 419    |   |                   |  
|                                                                            |  |                 |        |   |                   |  
|Total current assets                                                        |  |                 | 11,351 |   |                   |  
|                                                                            |  |                
|Accounts and notes receivable, net                                          |  |                 | 4,723  |   |                   |  
|Property and equipment at cost, net                                         |  |                 | 954    |   |                   |  
|Deferred income taxes                                                       |  |                 | 964    |   |                   |  
|Deposits and other assets                                                   |  |                 | 43     |   |                   |  
|Trademark and other intangible assets, net                                  |  |                 | 168    |   |                   |  
|                                                                            |  |                 |        |   |                   |  
|Total assets                                                                |  | $               | 18,203 |   |                   | $
|                                                                            |  |                 |        |   |                   |  
|                                                                            |  |                
|LIABILITIES AND STOCKHOLDERS EQUITY                                        |  |                 |        |   |                   |  
|Current liabilities:                                                        |  |                 |        |   |                   |  
|Accounts payable                                                            |  | $               | 1,013  |   |                   | $
|Notes payable                                                               |  |                 | 113    |   |                   |  
|Accrued liabilities                                                         |  |                 | 320    |   |                   |  
|Deferred revenue                                                            |  |                 | 55     |   |                   |  
|                                                                            |  |                 |        |   |                   |  
|Total current liabilities                                                   |  |                 | 1,501  |   |                   |  
|                                                                            |  |                
|Deferred revenue                                                            |  |                 | 299    |   |                   |  
|Notes payable                                                               |  |                 | 352    |   |                   |  
|                                                                            |  |                 |        |   |                   |  
|Total liabilities                                                           |  |                 | 2,152  |   |                   |  
|                                                                            |  |                 |        |   |                   |  
|Minority interest                                                           |  |                 | 27     |   |                   |  
|                                                                            |  |                 |        |   |                   |  
|                                                                            |  |                
|Stockholders equity:                                                       |  |                 |        |   |                   |  
|Common stock, $.04 par value, 25,000 shares authorized, 5,828 shares issued |  |                 | 233    |   |                   |  
|Paid in capital                                                             |  |                 | 12,605 |   |                   |  
|Retained earnings                                                           |  |                 | 4,758  |   |                   |  
|                                                                            |  |                 |        |   |                   |  
|                                                                            |  |                 | 17,596 |   |                   |  
|Less: Treasury stock, at cost, 707 shares                                   |  |                 | (1,572 | ) |                   |  
|                                                                            |  |                 |        |   |                   |  
|Total stockholders equity                                                  |  |                 | 16,024 |   |                   |  
|                                                                            |  |                 |        |   |                   |  
|Total liabilities and stockholders equity                                  |  | $               | 18,203 |   |                   | $
|                                                                            |  |                 |        |   |                   |  



The accompanying notes are an integral
part of these condensed consolidated financial statements.





2



---

##### Table of Contents

BCT INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(000s omitted)



|                                                                       |  | Three Months Ended August 31, |       | Six Months Ended August 31,
|---------------------------------------------------------------------- |  | ----------------------------- | ----- | ---------------------------
|                                                                       |  | 2003                          |       | 2002                       
|Revenues:                                                              |  |                               |       |                            
|                                                                       |  |                               |       |                            
|Royalties and franchise fees                                           |  | $                             | 1,290 |                            
|Paper and printing sales                                               |  |                               | 2,871 |                            
|Company-owned franchise sales                                          |  |                               | 740   |                            
|Sales of Franchises                                                    |  |                               |      |                            
|                                                                       |  |                               |       |                            
|                                                                       |  |                               | 4,901 |                            
|                                                                       |  |                               |       |                            
|Expenses:                                                              |  |                               |       |                            
|                                                                       |  |                               |       |                            
|Cost of paper and printing sales                                       |  |                               | 2,545 |                            
|Cost of Company-owned franchise sales                                  |  |                               | 159   |                            
|Selling, general and administrative                                    |  |                               | 1,985 |                            
|Depreciation and amortization                                          |  |                               | 81    |                            
|                                                                       |  |                               |       |                            
|                                                                       |  |                               | 4,770 |                            
|                                                                       |  |                               |       |                            
|                                                                       |  |                               |       |                            
|Income before interest and other income and provision for income taxes |  |                               | 131   |                            
|                                                                       |  |                               |       |                            
|Interest and other income                                              |  |                               | 159   |                            
|                                                                       |  |                               |       |                            
|                                                                       |  |                               |       |                            
|Income before provision for income taxes                               |  |                               | 290   |                            
|Provision for income taxes                                             |  |                               | 119   |                            
|                                                                       |  |                               |       |                            
|                                                                       |  |                               |       |                            
|Net income                                                             |  | $                             | 171   |                            
|                                                                       |  |                               |       |                            
|Earnings per share:                                                    |  |                               |       |                            
|                                                                       |  |                               |       |                            
|Basic                                                                  |  | $                             | .03   |                            
|                                                                       |  |                               |       |                            
|Diluted                                                                |  | $                             | .03   |                            
|                                                                       |  |                               |       |                            



The accompanying notes are an integral
part of these condensed consolidated financial statements.







3



---

##### Table of Contents

BCT INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY

SIX MONTHS ENDED AUGUST 31, 2003

(UNAUDITED)

000s omitted





|                          |  | Common Stock     |  |           |     |                 |   | Less: Treasury Stock |  |   |      
|------------------------- |  | ---------------- |  | --------- | --- | --------------- | - | -------------------- |  | - | -----
|                          |  | Number of Shares |  | Par Value |     | Paid In Capital |   | Retained Earnings    |  |   | Total
|                          |  |                  |  |           |     |                
|Balance February 28, 2003 |  | 5,828            |  | $         | 233 |                 | $ | 12,605               |  | $ | 4,275
|                          |  |                  |  |           |     |                
|Net income                |  |                 |  |           |    |                 |   |                     |  |   | 483  
|                          |  |                  |  |           |     |                 |   |                      |  |   |      
|                          |  |                  |  |           |     |                
|Balance August 31, 2003   |  | 5,828            |  | $         | 233 |                 | $ | 12,605               |  | $ | 4,758
|                          |  |                  |  |           |     |                 |   |                      |  |   |      



The accompanying notes are an integral
part of these condensed consolidated financial statements.





4



---

##### Table of Contents

BCT INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(000s omitted)



|                                                                                  |  | Six months ended August 31, |      
|--------------------------------------------------------------------------------- |  | --------------------------- | -----
|                                                                                  |  |                            
|                                                                                  |  | 2003                        |      
|Cash flows from operating activities:                                             |  |                             |      
|Net income                                                                        |  | $                           | 483  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                             |      
|Depreciation and amortization                                                     |  |                             | 158  
|Provision for doubtful accounts                                                   |  |                             | 450  
|Provision for inventory obsolescence                                              |  |                             | 50   
|Other adjustments                                                                 |  |                             | 9    
|Changes in operating assets and liabilities:                                      |  |                             |      
|Accounts and notes receivable                                                     |  |                             | 38   
|Inventory                                                                         |  |                             | 321  
|Assets held for sale                                                              |  |                             | (27  
|Prepaid expenses and other assets                                                 |  |                             | 153  
|Deferred income taxes                                                             |  |                             | (58  
|Accounts payable and accrued liabilities                                          |  |                             | (30  
|Deferred revenue                                                                  |  |                             | (36  
|                                                                                  |  |                             |      
|                                                                                  |  |                            
|Net cash provided by operating activities                                         |  |                             | 1,511
|                                                                                  |  |                             |      
|                                                                                  |  |                            
|Cash flows from investing activities:                                             |  |                             |      
|Capital expenditures                                                              |  |                             | (66  
|                                                                                  |  |                             |      
|Net cash (used in) investing activities                                           |  |                             | (66  
|                                                                                  |  |                             |      
|                                                                                  |  |                            
|Cash flows from financing activities:                                             |  |                             |      
|Principal payments on notes payable                                               |  |                             | (58  
|                                                                                  |  |                             |      
|Net cash (used in) financing activities                                           |  |                             | (58  
|                                                                                  |  |                             |      
|Net increase (decrease) in cash                                                   |  |                             | 1,387
|                                                                                  |  |                            
|Cash at beginning of period                                                       |  |                             | 4,276
|                                                                                  |  |                             |      
|Cash at end of period                                                             |  | $                           | 5,663
|                                                                                  |  |                             |      



The accompanying notes are an integral
part of these condensed consolidated financial statements.







5



---

##### Table of Contents

BCT INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(000s omitted)



August 31, 2003



|1. | In the opinion of management, the foregoing unaudited condensed consolidated financial statements contain all normal recurring adjustments necessary to present fairly the financial
position of the Company as of August 31, 2003. The balance sheet as of February 28, 2003 was derived from audited financial statements.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. | The results for the three and six month periods ended August 31, 2003 and 2002, are not necessarily indicative of results that may be expected for the fiscal year.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. | For the three and six months ended August 31, 2003 and 2002, basic earnings per common share are calculated by dividing net earnings applicable to common stock by the weighted
average number of shares of common stock outstanding. Diluted earnings per common share are calculated by dividing net earnings applicable to common stock by the weighted average number of shares of common stock outstanding and common stock
equivalents which consist of stock options.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



For
the three and six months ended August 31, 2003 and 2002, the number of shares used for basic earnings per share calculations were 5,121,000. For the three and six months ended August 31, 2002, all of the stock options outstanding for both periods
were excluded from the diluted earnings per share calculation as their impact was anti-dilutive. In fiscal 2003, 885,000 options were excluded. For the three and six months ended August 31, 2003, the number of shares used to calculate diluted
earnings per share were 5,651,000.



|4. | The Company utilizes an asset and liability approach in accounting for income taxes that requires the recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been recognized in the Companys financial statements or tax return. In estimating future tax consequences, consideration is given to all expected future events other than enactments of changes in the tax
law or rates.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|
|



|
|

|
|

|
|

|
|

|
|

|
|

|
|

|
|

|
|

|
|





6



---

##### Table of Contents

BCT INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Continued

(UNAUDITED) (000s omitted)

August 31, 2003



|5. | The Company has four reporting segments (1) Franchiser Operations, (2) Pelican Paper Products, (3) Company-owned Franchises and (4) Other Operations. The Company evaluates the
performance of its segments based on earnings before income taxes. The Company is organized on the basis of business activity units. The table below presents information about reported segments for the three and six months ended August 31:
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                      |  | Franchiser |       |   | Pelican Paper |   | Company owned Franchises |  |   | Other |   | Total |  
|------------------------------------- |  | ---------- | ----- | - | ------------- | - | ------------------------ |  | - | ----- | - | ----- | -
|For the Three Months Ended August 31, |  |            |       |   |               |   |                          |  |   |       |   |       |  
|2003                                  |  |            |       |   |               |   |                          |  |   |       |   |       |  
|                                      |  |            |       |   |              
|Revenues                              |  | $          | 1,290 |   |               | $ | 2,871                    |  | $ | 740   |   |       | $
|Cost of sales                         |  |            |      |   |               |   | 2,545                    |  |   | 159   |   |       |  
|Operating expenses                    |  |            | 1,248 |   |               |   | 184                      |  |   | 634   |   |       |  
|                                      |  |            |       |   |               |   |                          |  |   |       |   |       |  
|Income (loss) before income taxes     |  | $          | 42    |   |               | $ | 142                      |  | $ | (53   | ) |       | $
|                                      |  |            |       |   |               |   |                          |  |   |       |   |       |  
|Depreciation and amortization         |  | $          | 31    |   |               | $ | 22                       |  | $ | 28    |   |       | $
|                                      |  |            |       |   |               |   |                          |  |   |       |   |       |  
|Income tax (benefit) provision        |  | $          | 17    |   |               | $ | 58                       |  | $ | (21   | ) |       | $
|                                      |  |            |       |   |               |   |                          |  |   |       |   |       |  
|Capital expenditures                  |  | $          |      |   |               | $ |                         |  | $ | (18   | ) |       | $
|                                      |  |            |       |   |               |   |                          |  |   |       |   |       |  
|                                      |  |            |       |   |              
|2002                                  |  |            |       |   |               |   |                          |  |   |       |   |       |  
|                                      |  |            |       |   |              
|Revenues                              |  | $          | 1,242 |   |               | $ | 2,903                    |  | $ | 76    |   |       | $
|Cost of sales                         |  |            |      |   |               |   | 2,523                    |  |   | 19    |   |       |  
|Operating expenses                    |  |            | 1,415 |   |               |   | 154                      |  |   | 106   |   |       |  
|                                      |  |            |       |   |               |   |                          |  |   |       |   |       |  
|Income (loss) before income taxes     |  | $          | (173  | ) |               | $ | 226                      |  | $ | (49   | ) |       | $
|                                      |  |            |       |   |               |   |                          |  |   |       |   |       |  
|Depreciation and amortization         |  | $          | 30    |   |               | $ | 25                       |  | $ |      |   |       | $
|                                      |  |            |       |   |               |   |                          |  |   |       |   |       |  
|Income tax (benefit) provision        |  | $          | (73   | ) |               | $ | 95                       |  | $ | (20   | ) |       | $
|                                      |  |            |       |   |               |   |                          |  |   |       |   |       |  
|Capital expenditures                  |  | $          | 15    |   |               | $ | 12                       |  | $ | 258   |   |       | $
|                                      |  |            |       |   |               |   |                          |  |   |       |   |       |  
|                                      |  |            |       |   |              
|                                      |  | Franchiser |       |   | Pelican Paper |   | Company owned Franchises |  |   | Other |   | Total |  
|For the Six Months Ended August 31,   |  |            |       |   |               |   |                          |  |   |       |   |       |  
|2003                                  |  |            |       |   |               |   |                          |  |   |       |   |       |  
|                                      |  |            |       |   |              
|Revenues                              |  | $          | 2,688 |   |               | $ | 5,955                    |  | $ | 1,483 |   |       | $
|Cost of sales                         |  |            |      |   |               |   | 5,212                    |  |   | 325   |   |       |  
|Operating expenses                    |  |            | 2,515 |   |               |   | 339                      |  |   | 1,297 |   |       |  
|                                      |  |            |       |   |               |   |                          |  |   |       |   |       |  
|Income (loss) before income taxes     |  | $          | 173   |   |               | $ | 404                      |  | $ | (139  | ) |       | $
|                                      |  |            |       |   |               |   |                          |  |   |       |   |       |  
|Depreciation and amortization         |  | $          | 62    |   |               | $ | 44                       |  | $ | 52    |   |       | $
|                                      |  |            |       |   |               |   |                          |  |   |       |   |       |  
|Income tax (benefit) provision        |  | $          | 67    |   |               | $ | 158                      |  | $ | (54   | ) |       | $
|                                      |  |            |       |   |               |   |                          |  |   |       |   |       |  
|Capital expenditures                  |  | $          | 8     |   |               | $ | 2                        |  | $ | 56    |   |       | $
|                                      |  |            |       |   |               |   |                          |  |   |       |   |       |  
|                                      |  |            |       |   |              
|2002                                  |  |            |       |   |               |   |                          |  |   |       |   |       |  
|                                      |  |            |       |   |              
|Revenues                              |  | $          | 2,623 |   |               | $ | 6,145                    |  | $ | 76    |   |       | $
|Cost of sales                         |  |            |      |   |               |   | 5,286                    |  |   | 19    |   |       |  
|Operating expenses                    |  |            | 2,851 |   |               |   | 309                      |  |   | 106   |   |       |  
|                                      |  |            |       |   |               |   |                          |  |   |       |   |       |  
|Income (loss) before income taxes     |  | $          | (228  | ) |               | $ | 550                      |  | $ | (49   | ) |       | $
|                                      |  |            |       |   |               |   |                          |  |   |       |   |       |  
|Depreciation and amortization         |  | $          | 62    |   |               | $ | 49                       |  | $ |      |   |       | $
|                                      |  |            |       |   |               |   |                          |  |   |       |   |       |  
|Income tax (benefit) provision        |  | $          | (89   | ) |               | $ | 215                      |  | $ | (19   | ) |       | $
|                                      |  |            |       |   |               |   |                          |  |   |       |   |       |  
|Capital expenditures                  |  | $          | 26    |   |               | $ | 16                       |  | $ | 258   |   |       | $
|                                      |  |            |       |   |               |   |                          |  |   |       |   |       |  



7



---

##### Table of Contents

MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS



August 31, 2003



Results of Operations



Total revenues increased $680,000, or 16.1% for the three months ended August 31, 2003 as
compared to the corresponding period in the prior fiscal year. The increase in revenue is attributable primarily to increases in (i) royalty revenue ($49,000 or 3.9%) and (ii) Company-owned Franchise sales of $664,000 or 874%. These increases
were partially offset by a decrease in Paper and Printing Sales of $32,000 or 1% The increase in Company-owned Franchise Sales is the result of the Company acquiring two franchises in fiscal 2003, one in July and the other in September.



Total revenues increased $1,282,000, or 14.5% for the six months ended August 31, 2003 as
compared to the corresponding period in the prior fiscal year. The increase in revenue is attributable to an increase in Company-owned Franchise Sales of $1,407,000 or 1851% and an increase in royalty revenue of $58,000 or 2.2%. These increases were
partially offset by a decrease in Paper and Printing Sales of $190,000 or 3.1%.



Cost of paper and printing sales as a percentage of paper and printing sales was 89% and 88%, respectively, for the three and six months ended August 31, 2003 as compared to 87% and 86%, respectively, for the corresponding periods in fiscal
2003.



Selling and administrative expenses represented 40.5% and 38.4% of gross
revenues for the three and six months ended August 31, 2003 as compared to 39.4% and 35.7% for the corresponding periods in fiscal 2003. The selling and administrative expense percentage is higher for the three and six months ended August 31,
2003 due to an additional selling and administrative expenses associated with the Company-owned Franchises which amounted to $634,000 and $1,297,000, respectively, for the three and six months ended August 31, 2003. These increases were partially
offset by a decrease in the provision for bad debts of $250,000 for the six months ended August 31, 2003 as compared to the same period in the prior year.



Liquidity and Capital Resources



Cash resources increased $1,387,000 during the six months ended August 31, 2003. The Company generated $1,511,000 from operations during the six months ended August 31,
2003. During the first six months of fiscal 2003, the Company made debt payments totaling $58,000 and made capital expenditures of $66,000.



The Company believes current cash reserves and internally generated funds will be sufficient to satisfy the Companys working capital and capital expenditure
requirements for the foreseeable future; however, there can be no assurance that external financing will not be needed. The Companys $2 million line of credit with a bank expired on September 19, 2003. No advances were ever made on
the line.



Certain information contained in this report, particularly
information regarding future economic performance and finances, plans and objectives of management, constitutes forward-looking statements within the meaning of the federal securities laws. In some cases, information regarding certain
important factors that could cause actual results to differ materially from any forward-looking statement appear together with such statement. In addition, the following factors, in addition to other possible factors not listed, could affect the
Companys actual results and cause such results to differ materially from those expressed in forward-looking statements. These factors include competition within the wholesale printing industry, which is intense; changes in general economic
conditions; technological changes; changes in customer tastes; legal claims; the continued ability of the Company and its franchisees to obtain suitable locations and financing for new Franchises as well as expansion of existing Franchises;
governmental initiatives, in particular those relating to franchise regulation and taxation; and risk factors detailed from time to time in the Companys filings with the Securities and Exchange Commission.



8



---

##### Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk



The Company had no outstanding balances subject to market risk during the period covered by
this report. The Company had a $2 million line of credit with a bank which bears interest at LIBOR + 2.35% which expired September 19, 2003.



Item 4. Controls and Procedures.



Evaluation of Disclosure Controls and Procedures



Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures as of October 15, 2003
and believe that they are effective.



Change
in Internal Controls



Not applicable.



Part II OTHER INFORMATION AND SIGNATURES



Item 6. Exhibits and Reports on Form 8-K



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



| | 31.1 | Certification of Chief Executive Officer
| | ---- | ----------------------------------------

| | 31.2 | Certification of Chief Financial Officer
| | ---- | ----------------------------------------

| | 32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| | ---- | -----------------------------------------------------------------------------------------------------------------------

| | 32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| | ---- | -----------------------------------------------------------------------------------------------------------------------



| | (b) | No reports on Form 8-K were filed by the Company during the three month period ended August 31, 2003
| | --- | ----------------------------------------------------------------------------------------------------



9



---

##### Table of Contents

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.



|      |  |                  |  | BCT INTERNATIONAL, INC. (Registrant)
|----- |  | ---------------- |  | ------------------------------------
|      |  |                  |  |                                     
|Date: |  | October 15, 2003 |  |                                     
|      |  |                  |  |                                     
|      |  |                  |  |                                     
|      |  |                  |  |                                     
|      |  |                  |  |                                     
|Date: |  | October 15, 2003 |  |                                     
|      |  |                  |  |                                     
|      |  |                  |  |                                     
|      |  |                  |  |                                     



10