U. S. Securities and Exchange Commission

Washington, D.C. 20549

Form 10-QSB

(Mark One)

[X]	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2001

[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _______________ to _______________

Commission File Number 0-15910

Control Chief Holdings, Inc.

(Exact name of small business issuer as specified in its charter)

New York
 
16-0955704
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)

P.O. Box 141, 200 Williams Street, Bradford, Pennsylvania 16701

(Address of principal executive offices)

(814) 368-4132

(Issuer's telephone number)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such 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 [ ]

 

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of issuer's Common Stock, par value $.50 per share, as of September 30, 2001 was 986,837 shares.

Transitional Small Business Format (Check one): Yes [ ] No [X]
** 

 

Control Chief Holdings, Inc. and Subsidiaries

Table of Contents**
 

 

 
Page**Part I Financial Information
 
 
 
Item 1 Financial Statements
 
Consolidated Balance Sheets
3
Consolidated Statements of Operations and Retained Earnings
4
Consolidated Statements of Cash Flows
5
Notes to Financial Statements
6
 
 
Item 2 Management's Discussion and Analysis or Plan of Operation
7
 
 **Part II Other Information
 
 
 
Item 6 Exhibits and Reports on Form 8-K
12
 
 **Signatures
12** 

Part I - Financial Information

Item 1. Financial Statements

Control Chief Holdings, Inc. and Subsidiary

Consolidated Balance Sheets**
 **September 30,**December 31,
 **2001**2000**Assets**(Unaudited)
 
Current assets
 
 
Cash and cash equivalents
$1,040,555
$ 802,758
Marketable securities, at fair value
131,235
201,699
Accounts receivables, less allowance for
 
 
doubtful accounts of $37,994 and $40,000
666,601
809,641
Inventories
 
 
Work in process
96,579
63,779
Raw materials and subassemblies
1,258,539
1,440,505
Deferred income taxes
113,941
106,451
Other current assets
137,940
109,000
 
 
 
Total current assets
3,445,390
3,533,833
 
 
 
Equipment and leasehold improvements, net
685,596
747,693
 
 
 
Total assets
$4,130,986
$4,281,526
 
 
 **Liabilities and Stockholders' Equity
 
 
Current liabilities
 
 
Current maturities of long-term debt
$ 16,593
$ 7,714
Accounts payable trade
124,459
198,798
Accrued items
230,387
313,515
 
 
 
Total current liabilities
371,438
520,027
 
 
 
Long-term debt
33,163
--
Deferred income taxes
68,005
80,856
 
 
 
Total long-term liabilities
101,168
80,856
 
 
 
Stockholders' equity
 
 
Common stock, $.50 par value, authorized
 
 
5,000,000 shares, issued 1,015,220 shares
507,610
507,610
Capital in excess of par value
1,123,279
1,123,279
Retained earnings
2,230,131
2,210,272
Treasury stock, 28,383 shares and 28,290 shares, at cost
(116,033)
(115,772)
Accumulated other comprehensive income
 
 
Unrealized gain (loss) on available-for-sale securities 
(86,607)
(44,746)
 
 
 
Total stockholders' equity
3,658,380
3,680,643
 
 
 
Total liabilities and stockholders' equity
$4,130,986
$4,281,526
See accompanying notes to financial statements.
**Control Chief Holdings, Inc. and Subsidiary

Consolidated Statements of Operations and Retained Earnings

(Unaudited)**
 **Three Months Ended**Nine Months Ended
 **September 30,**September 30,
 **2001**2000**2001**2000
 
 
 
 
 
Net sales
$1,197,925
$1,856,059
$3,816,321
$5,294,792
 
 
 
 
 
Cost of products sold
595,051
829,141
1,896,603
2,455,407
 
 
 
 
 
Gross margin
602,874
1,026,918
1,919,718
2,839,385
 
 
 
 
 
Operating expenses
 
 
 
 
Selling expenses
317,575
323,926
967,092
1,019,572
General and administrative
233,647
313,872
752,300
897,766
Research and development
61,241
27,955
126,760
107,204
Environmental remediation (credit)
(12,703)
--
(18,692)
382,409
 
 
 
 
 
Total operating expenses
599,760
665,753
1,827,460
2,406,951
 
 
 
 
 
Earnings from operations
3,114
361,165
92,258
432,434
 
 
 
 
 
Other income (expense)
 
 
 
 
Interest expense
(308)
(437)
(595)
(5,550)
Other income (expense), net
10,014
13,982
58,539
(2,655)
 
 
 
 
 
Earnings before income taxes
12,820
374,710
150,202
424,229
 
 
 
 
 
Provision for income taxes
9,904
155,800
71,127
169,316
 
 
 
 
 
Net earnings
2,916
218,910
79,075
254,913
 
 
 
 
 
Retained earnings, beginning of period
2,227,215
1,855,075
2,210,272
1,819,072
 
 
 
 
 
Cash dividends paid
--
(49,607)
(59,216)
(49,607)
 
 
 
 
 
Retained earnings, end of period
$2,230,131
$2,024,378
$2,230,131
$2,024,378
 
 
 
 
 
Earnings per common share
 
 
 
 
Basic
$ .00
$.22
$ .08
$ .26
Diluted
$ .00
$.22
$ .08
$ .25
 
 
 
 
 
Dividends paid per common share
$ .00
$ .05
$ .06
$ .05
 
 
 
 
 
Weighted average number of common shares outstanding
 
 
 
 
 
Basic
986,881
992,749
986,914
991,009
Diluted
994,256
1,001,999
994,289
1,003,259
See accompanying notes to financial statements.
**Control Chief Holdings, Inc. and Subsidiary

Consolidated Statements of Cash Flows

(Unaudited)	

**Nine Months Ended**September 30,
 **2001**2000**Cash flows from operating activities
 
 
Net earnings
$ 79,075
$ 254,913
Adjustments to reconcile net earnings to net cash
 
 
provided by operating activities:
 
 
Depreciation and amortization
136,416
154,490
Provision (credit) for bad debts
3,250
(803)
Deferred income taxes
8,261
(142,074)
Loss on sale of marketable securities
--
46,606
Change in assets and liabilities:
 
 
(Increase) decrease in receivables
139,790
(39,166)
(Increase) decrease in inventories
149,166
82,952
(Increase) decrease in other current assets
(28,940)
782
Increase (decrease) in accounts payable and accruals
(157,467)
156,908
 
 
 
Net cash provided by operating activities
329,551
514,608
 
 
 **Cash flows from investing activities
 
 
Purchase of marketable securities
--
(453,394)
Sales of marketable securities
--
153,394
Purchase of equipment and leasehold improvements
(74,319)
(121,365)
Change in other assets
--
7,841
 
 
 
Net cash used in investing activities
(74,319)
(413,524)
 
 
 **Cash flows from financing activities
 
 
Proceeds from long-term borrowings
48,241
--
Repayments of long-term debt
(6,199)
(66,448)
Proceeds from issuance of common stock
--
3,255
Purchase of treasury stock
(261)
(12,468)
Dividends paid
(59,216)
(49,607)
 
 
 
Net cash used in financing activities
(17,435)
(125,268)
 
 
 
Net increase (decrease) in cash
237,797
(24,184)
 
 
 
Cash at beginning of period
802,758
790,451
 
 
 
Cash at end of period
$1,040,555
$ 766,267
 
 
 **Cash paid during the period for:
 
 
Interest
$ 595
$ 5,550
Income taxes
129,335
281,721
 

See accompanying notes to financial statements.
**Control Chief Holdings, Inc. and Subsidiary

Notes to Financial Statements

1. Basis of Presentation**
The financial statements include the accounts of Control Chief Holdings, Inc. and its wholly owned subsidiary, Control Chief Corporation, (the "Company"). All significant intercompany accounts are eliminated upon consolidation. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial information for the periods indicated, have been included. Interim results are not necessarily indicative of results for a full year.

The financial statements and notes are presented as permitted by Form 10-QSB, and do not contain certain information included in the Company's annual financial statements and notes. Accordingly, these statements should be read in conjunction with the consolidated financial statements and notes thereto appearing in the annual report of the Company on Form 10-KSB for the six-month transition period ended December 31, 2000.
**2. Change in Fiscal Year to December 31**
On June 29, 2000, the Executive Committee of the Board of Directors changed the Company's fiscal year end from June 30 to December 31, effective June 30, 2000. Accordingly, the Company reported a transition period from July 1, 2000 through December 31, 2000. The Company elected to change its fiscal year in order to more closely correspond to its current business cycle.
**3. Earnings Per Common Share**
Basic earnings per share are computed by dividing net earnings by the weighted average number of common shares outstanding. Diluted earnings per share assumes the exercise of stock options using the treasury stock method, if dilutive.
**4. Cash Dividends Paid**
The Board of Directors of the Company approved a cash dividend totaling $59,216 ($.06 per share) payable on March 26, 2001 to holders of record at the close of business on March 5, 2001.
**5. Environmental Matters**
The Company formerly owned and operated a manufacturing facility in the Borough of Lewis Run, Pennsylvania. The facility and surrounding property were sold in 1997. Subsequent to the sale, the purchaser of the property conducted certain environmental testing, and detected contamination of the soil and groundwater on the property. In addition, the Pennsylvania Department of Environmental Protection ("DEP") sampled the nearby municipal well, available for use as a secondary source of water supply for the Borough of Lewis Run, and detected contamination in the well. In addition, several remediations of adjacent and upgradient properties had previously been conducted by current and former owners of those properties to address contamination at those locations.

On February 1, 2000, the Company entered into a Consent Order and Agreement ("Agreement") with the DEP. The Agreement required the Company to conduct an investigation of the contamination on and adjacent to its former property, and to evaluate remedial alternatives to address the contamination found. The Agreement also required the Company to identify and evaluate both interim and permanent options to replace or treat the water from the municipal well. The Company did not commit in the Agreement to remediate contamination found on the property or to implement any permanent solution to replace the municipal well. One of the purposes of the investigation was, in fact, to try and determine if the source of some or all of the contamination is one or more of the upgradient properties.

The Company's consultant, Civil and Environmental Consultants, Inc. ("CEC"), subsequently submitted to the DEP a Work Plan for the investigation and conducted a soil, groundwater, and surface water investigation. Upon completion they presented their report and findings to the DEP. In February 2001, the DEP reviewed the information developed by CEC on behalf of the Company, related to the groundwater contamination at the municipal well site in Lewis Run, Pennsylvania. Based upon the findings and review by the DEP, the Company does not consider itself a responsible party. The DEP notified the Company through correspondence, dated February 23, 2001, that it has decided to pursue additional site investigation, including a study of potential sources of groundwater contamination, upgradient of the Company's former manufacturing facility. In addition, the DEP rescinded the February 1, 2000 Consent Order and Agreement. Accordingly, the Company is no longer responsible for carrying out any additional requirements of that Agreement.

During the three-month periods ended September 30, 2001 and 2000, the Company charged (credited) to operating expenses ($12,703) and $0, respectively, relating to this environmental matter, and charged (credited) ($18,692) and $382,409, respectively during the nine-month periods ended September 30, 2001 and 2000, respectively.
**Part I - Financial Information

Item 2. Management's Discussion and Analysis or Plan of Operations**
The following discussion and analysis may be understood more fully by reference to the consolidated financial statements, notes to the consolidated financial statements, and management's discussion and analysis or plan of operations contained in the Control Chief Holdings, Inc. and Subsidiary annual report on Form 10-KSB for the six-month transition period ended December 31, 2000.
**Forward-Looking Information**
This Form 10-QSB contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this Form 10-QSB that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "estimate" or "continue" or comparable terminology is intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within the Company's control. These factors include but are not limited to economic conditions generally and in the industries in which the Company's customers participate; competition within the Company's industry, including competition from much larger competitors; technological advances which could render the Company's products less competitive or obsolete; failure by the Company successfully to develop new products or to anticipate current or prospective customers' products needs; environmental investigation, remediation and monitoring costs relating to the Company's former facility in Lewis Run, PA; price increases or supply limitations for components purchased by the Company for use in its products; and delays, reductions, or cancellations of orders previously placed with the Company.
**General**
The Company's common stock trades on the NASDAQ Small-Cap Market under the symbol DIGM. The symbol DIGM relates to the Company's former name "Digimetrics, Inc.", which was changed in November 1992 to its present name, "Control Chief Holdings, Inc." Control Chief Holdings, Inc. (the "Company") functions as a holding company and is the sole shareholder of Control Chief Corporation ("Control Chief"). Control Chief designs, engineers and produces remote control devices for material handling equipment and other industrial applications. These controls use either radio or infrared waves as communications media to transmit control data from portable units to receivers mounted on various types of apparatus. All models of products are microprocessor-based systems. These devices are utilized in concert with material handling equipment, industrial machines, process equipment and mobile apparatus. Control Chief markets its products through a network of independent manufacturers' representatives located in key geographical centers throughout the United States, Canada, Central and South America. Products are also sold through direct efforts, distributors, private labeling agreements and licensees.
**Results of Operations**
The following table sets forth certain financial data, as a percentage of net sales, for the three and nine-month periods ended September 30, 2001 and 2000.

 **Three Months Ended**Nine Months Ended
 **September 30,**September 30,
 **2001**2000**2001**2000
 
 
 
 
 
Net sales
100.0%
100.0%
100.0%
100.0%
 
 
 
 
 
Cost of products sold
49.7%
44.7%
49.7%
46.4%
 
 
 
 
 
Gross margin
50.3%
55.3%
50.3%
53.6%
 
 
 
 
 
Operating expenses
 
 
 
 
Selling expenses
26.5%
17.4%
25.3%
19.3%
General and administrative
19.5%
16.9%
19.7%
16.9%
Research and development
5.1%
1.5%
3.3%
2.0%
Environmental remediation (credit)
(1.0%)
0%
(0.4%)
7.2%
 
 
 
 
 
Total operating expenses
50.1%
35.9%
47.9%
45.4%
 
 
 
 
 
Earnings from operations
0.2%
19.4%
2.4%
8.2%
 
 
 
 
 
Other income (expense), net
0.8%
0.7%
1.5%
(0.2%)
 
 
 
 
 
Earnings before income taxes
1.0%
20.1%
3.9%
8.0%
 
 
 
 
 
Provision for income taxes
0.8%
8.3%
1.8%
3.2%
 
 
 
 
 
Net earnings
0.2%
11.8%
2.1%
4.8%

 
*NET SALES. Net sales were $1,197,925 for the three months ended September 30, 2001. This compares to net sales of $1,856,059 for the three months ended September 30, 2000. The decrease in net sales totaled $658,134 or 35.4%. For the nine months ended September 30, 2001 and 2000, net sales were $3,816,321 and $5,294,792, respectively, representing a decrease of $1,478,471 or 27.9% in net sales for the nine month ended September 30, 2001. The decrease in net sales reflects a downturn in demand for the Company's products resulting from the slowdown in the economy.
*COST OF PRODUCTS SOLD AND GROSS MARGIN. Cost of products sold decreased by $234,090 for the three months ended September 30, 2001 compared to the three months ended last year. For the nine months ended September 30, 2001, cost of products sold decreased by $558,804 compared to the nine months ended September 30, 2000. This decrease corresponds with the decline in net sales for the three and nine months ended September 30, 2001. Gross margin for the three months ended September 30, 2001 was $602,874, or 50.3%. For the three months ended September 30, 2000, gross margin was $1,026,918, or 55.3%. For the nine months ended September 30, 2001, gross margin was $1,919,718 or 50.3%, compared to $2,839,385 or 53.6% for the nine months ended September 30, 2000. Overall, the Company's gross margin percentage decreased by 3.3% for the nine months ended September 30, 2001 compared to the nine months ended September 30, 2000.
*OPERATING EXPENSES. For the three months ended September 30, 2001, operating expenses decreased by $65,993 or 9.9%, compared to the same three months ended last year, and decreased by $579,491 or 24.1% for the nine months ended September 30, 2001 compared to the nine months ended September 30, 2000. A significant amount of the decrease in operating expenses relates to the Company's reduction in its provision for environmental remediation expenses for the three and nine months ended September 30, 2001. Selling, general and administrative expenses, expressed as a percentage of net sales were 46.0% and 34.3% for the three months ended September 30, 2001 and 2000, respectively, and decreased by $86,576 for the three months ended September 30, 2001 when compared to the three months ended September 30, 2000. For the nine months ended September 30, 2001 and 2000, selling, general and administrative expenses expressed as a percentage of net sales were 45.0% and 36.2%, respectively, and decreased by $197,946 for the nine months ended September 30, 2001 compared to nine months ended September 30, 2000. Research and development expenses increased by $33,286 for the three months ended September 30, 2001 compared to the same three months ended last year, and for the nine months ended September 30, 2001, increased by $19,556 compared to the nine months ended September 30, 2000. Total operating expenses expressed as a percentage of net sales were 50.1% and 47.9% for the three and nine months ended September 30, 2001 versus 35.9% and 45.4% for the three and nine months ended September 30, 2000.
*OTHER INCOME (EXPENSE), NET. Other income, net of other (expense) was $9,706 for the three months ended September 30, 2001 versus $13,545 compared to the same three months ended last year. For the nine months ended September 30, 2001 and 2000, other income, net of (expense) was $57,944 and ($8,205), respectively. The increase results from the investment earnings of the Company's cash and cash equivalents.
*EARNINGS BEFORE INCOME TAXES. Earnings before income taxes were $12,820 for the three months ended September 30, 2001 as compared to earnings before income taxes of $374,710 for the three months ended September 30, 2000. For the nine months ended September 30, 2001 and 2000, earnings before income taxes were $150,202 and $424,229, respectively.
*INCOME TAXES. The Company's provision for income taxes were $9,904 for the three months ended September 30, 2001 as compared to a provision for income taxes of $155,800 for the three months ended September 30, 2000. For the nine months ended September 30, 2001 and 2000 the Company's provision for income taxes was $71,127 and $169,316, respectively. This results in an effective income tax rate of 47.3% and 39.9% for the nine months ended September 30, 2001 and 2000, respectively.
*NET EARNINGS. Overall earnings, after income taxes, were $2,916 for the three months ended September 30, 2001 as compared to earnings, after income taxes, of $218,910 for the three months ended September 30, 2000. For the nine months ended September 30, 2001 and 2000, net earnings were $79,075 and $254,913, respectively.
*EARNINGS PER COMMON SHARE. The Company's basic and diluted earnings per common share was $.00 for the three months ended September 30, 2001 as compared to earnings of $.22 per common share for the three months ended September 30, 2000. For the nine months ended September 30, 2001 and 2000, the Company's basic earnings per common share were $.08 and $.26, respectively, while diluted earnings per share were $.08 and $.25, respectively.
**Liquidity, Capital Resources and Financial Condition**
The Company funds its needs for liquidity and capital resources through cash from operations, and the availability of short-term and long-term borrowings.

The Company has a commercial demand line of credit in the amount of $1,000,000, with a variable interest rate equal to the lender's prime rate or the Euro-Rate plus 2%. The line of credit is used to finance accounts receivable and inventory of the Company. The line of credit is subject to an annual review by the lending bank each February. At September 30, 2001, no amount was outstanding under the line of credit.

The Company also has term loans used to finance the purchase of vehicles. The balance of these loans at September 30, 2001 was $49,756.

At September 30, 2001, the Company's net working capital was $3,073,952, compared to $3,013,806 at December 31, 2000. At September 30, 2001, the Company's ratio of current assets to current liabilities was 9.27 to 1 compared to 6.79 to 1 at December 31, 2000.

During the nine months ended September 30, 2001, the Company's cash expenditures for equipment totaled $74,319. In addition, during the nine months ended September 30, 2001, the Company repaid principal on term loans of $6,199 and paid cash dividends totaling $59,216. During the nine months ended September 30, 2001, the Company received proceeds from long-term borrowings in the amount of $48,241.

Current financial resources, including working capital and the existing line of credit, and anticipated funds from operations, are expected to be sufficient to meet the Company's cash requirements throughout the remainder of the year, including scheduled long-term debt repayment and planned capital expenditures. There can be no assurance, however, that unplanned capital replacement or other future events will not require the Company to seek additional debt or equity financing and, if required, will be available on terms that are acceptable and favorable to the Company.

During the nine months ended September 30, 2001, the Company's net cash provided by operating activities was $329,551. Net cash provided by operating activities was $514,608 for the nine months ended September 30, 2000.
**Environmental Matters**
The Company formerly owned and operated a manufacturing facility in the Borough of Lewis Run, Pennsylvania. The facility and surrounding property were sold in 1997. Subsequent to the sale, the purchaser of the property conducted certain environmental testing, and detected contamination of the soil and groundwater on the property. In addition, the Pennsylvania Department of Environmental Protection ("DEP") sampled the nearby municipal well, available for use as a secondary source of water supply for the Borough of Lewis Run, and detected contamination in the well. In addition, several remediations of adjacent and upgradient properties had previously been conducted by current and former owners of those properties to address contamination at those locations.

On February 1, 2000, the Company entered into a Consent Order and Agreement ("Agreement") with the DEP. The Agreement required the Company to conduct an investigation of the contamination on and adjacent to its former property, and to evaluate remedial alternatives to address the contamination found. The Agreement also required the Company to identify and evaluate both interim and permanent options to replace or treat the water from the municipal well. The Company did not commit in the Agreement to remediate contamination found on the property or to implement any permanent solution to replace the municipal well. One of the purposes of the investigation was, in fact, to try and determine if the source of some or all of the contamination is one or more of the upgradient properties.

The Company's consultant, Civil and Environmental Consultants, Inc. ("CEC"), subsequently submitted to the DEP a Work Plan for the investigation and conducted a soil, groundwater, and surface water investigation. Upon completion they presented their report and findings to the DEP. In February 2001, the DEP reviewed the information developed by CEC on behalf of the Company, related to the groundwater contamination at the municipal well site in Lewis Run, Pennsylvania. Based upon the findings and review by the DEP, the Company does not consider itself a responsible party. The DEP notified the Company through correspondence, dated February 23, 2001, that it has decided to pursue additional site investigation, including a study of potential sources of groundwater contamination, upgradient of the Company's former manufacturing facility. In addition, the DEP rescinded the February 1, 2000 Consent Order and Agreement. Accordingly, the Company is no longer responsible for carrying out any additional requirements of that Agreement.

During the three-month periods ended September 30, 2001 and 2000, the Company charged (credited) to operating expenses ($12,703) and $0, respectively, relating to this environmental matter, and charged (credited) ($18,692) and $382,409, respectively during the nine-month periods ended September 30, 2001 and 2000, respectively.

 
**Part II - Other Information

Item 6. Exhibits and Reports on Form 8-K**
(a) Exhibits

The following Exhibits are filed herewith or incorporated by reference herein.

**No.****Exhibit**Location
 
 
 
3-1
Certificate of Incorporation of Digimetrics, Inc.
Incorporated by reference from Digimetrics, Inc.'s Registration Statement on Form 10 File No. 0-15919 ("Form 10")
 
 
 
3-2
By-laws of Digimetrics, Inc.
Incorporated by reference from Digimetrics, Inc.'s Form 10
 
 
 
3-3
Certificate of Amendment of the Certificate of Incorporation of Digimetrics, Inc.
Incorporated by reference from Form 10-KSB File No. 0-15919 for the fiscal year ended June 30, 1993 as Exhibit 3-3
 
 
 
4-1
Specimen of Common Stock Certificate
Incorporated by reference from Digimetrics, Inc.'s Form 10

(b) Reports on Form 8-K.

The Registrant filed no Reports on Form 8-K during the reporting period.
** 

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

Control Chief Holdings, Inc.

(Registrant)

Date: October 30, 2001					By: \s\ *Douglas S. Bell
Douglas S. Bell

Chairman of the Board,

Chief Executive Officer and President***********************************************************************************