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SECURITIES AND EXCHANGE COMMISSION  Form 10-Q/A, Amendment No. 1 [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
 OR
 [  ]
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 0-3295 KOSS CORPORATION 
 A DELAWARE CORPORATION
    
    39-1168275(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 4129 North Port Washington Avenue, Milwaukee, Wisconsin
    
    
    53212(Address of principal executive offices)
    
    
(Zip Code)
 Registrants telephone number, including area code: (414) 964-5000 Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES
[X]           NO
[  ] Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). YES [  ]
           NO [X] At March 31, 2004, there were 3,767,929 shares outstanding of the registrants
common stock, $0.005 par value per share. Page 1 of 21




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KOSS CORPORATION AND SUBSIDIARIES
FORM 10-Q/A
March 31, 2004 INDEX PagePART I
    
    FINANCIAL INFORMATIONItem 1
    
    Financial StatementsCondensed Consolidated Balance Sheets (Unaudited) March 31, 2004 and June 30, 2003
    
    
    4Condensed Consolidated Statements of Income (Unaudited) Three months and nine months ended March 31, 2004 and 2003
    
    
    5Condensed Consolidated Statements of Cash Flows (Unaudited) Nine months ended March 31, 2004 and 2003
    
    
    6Notes to Condensed Consolidated Financial Statements (Unaudited) March 31, 2004
    
    
    7-8Item 2
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    9-11Item 3
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    11Item 4
    
    Controls and Procedures
    
    
    11PART II
    
    OTHER INFORMATIONItem 6
    
    Exhibits and Reports on Form 8-K
    
    
    13Certification Pursuant to Rule 13a-14(a)Certification Pursuant to 18 U.S.C. Section 1350
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EXPLANATORY NOTE Koss Corporation (the Company) is filing this Amendment No. 1 on Form 10-Q/A
to amend its original Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2004 (the Original Report). Subsequent to the filing of the Original Report on May 17, 2004, the Company
concluded that certain provisions of a stock repurchase agreement with the
Chairman of the Company required the adoption of SFAS 150 Accounting for
Certain Financial Instruments with Characteristics of Both Liabilities and
Equity. The new accounting pronouncement was effective for public companies
for interim periods beginning after June 15, 2003. The change is reflected in this Form 10-Q/A: (i) on the Companys balance sheet
set forth in Item 1.  Financial Statements as an increase in other assets of
$49,125, an increase in derivative liability of $125,000, a decrease in
contingently redeemable equity interest of $1,490,000, and an increase in
stockholders investment of $1,414,125; (ii) on the Companys income statement
set forth in Item 1.  Financial Statements as a loss of $75,875 reflecting the
cumulative effect of the change in accounting principle; (iii) on the Companys
statement of cash flows as an adjustment of $75,875 reflecting the cumulative
effect of the change in accounting principle; (iv) in Item 2.  Managements
Discussion and Analysis of Financial Condition and Results of Operations; (v)
in Item 4.  Controls and Procedures, in the discussion of Recently Issued
Financial Accounting Pronouncements; and (vi) in updated certifications of
certain executive officers, as of the date of this Form 10-Q/A. This Form 10-Q/A is hereby amended, as described above, and for convenience of
reference is restated in its entirety as set forth herein. This amended quarterly report continues to speak as of the original date of the
original quarterly report and unless as otherwise noted, the Company has not
updated the disclosure in this amended quarterly report to speak as of a later
date. Page 3 of 21




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PART I
FINANCIAL INFORMATION 
 Item 1. Financial Statements. KOSS CORPORATION AND SUBSIDIARIES 
 CONDENSED CONSOLIDATED BALANCE SHEETS  March 31, 2004
    
    June 30, 2003AS REPORTED
    
    AS AMENDEDASSETSCurrent assets:Cash
    
    $
    1,293,768
    
    
    $
    1,293,768
    
    
    $
    1,557,104Accounts receivable
    
    
    9,255,081
    
    
    
    9,255,081
    
    
    
    8,695,553Inventories
    
    
    8,610,684
    
    
    
    8,610,684
    
    
    
    7,333,772Income taxes receivable
    
    
    
    
    
    
    
    
    
    
    181,871Other current assets
    
    
    982,454
    
    
    
    982,454
    
    
    
    1,240,383Total current assets
    
    
    20,141,987
    
    
    
    20,141,987
    
    
    
    19,008,683Property and equipment, net
    
    
    2,163,509
    
    
    
    2,163,509
    
    
    
    1,923,817Other assets
    
    
    2,843,320
    
    
    
    2,892,445
    
    
    
    2,854,318$
    25,148,816
    
    
    $
    25,197,941
    
    
    $
    23,786,818LIABILITIES AND STOCKHOLDERS INVESTMENTCurrent liabilities:Accounts payable
    
    $
    2,327,024
    
    
    $
    2,327,024
    
    
    $
    2,793,550Accrued liabilities
    
    
    1,806,236
    
    
    
    1,806,236
    
    
    
    1,499,043Income taxes payable
    
    
    99,285
    
    
    
    99,285
    
    
    
    Dividends payable
    
    
    489,831
    
    
    
    489,831
    
    
    
    488,856Total current liabilities
    
    
    4,722,376
    
    
    
    4,722,376
    
    
    
    4,781,449Deferred compensation
    
    
    1,069,156
    
    
    
    1,069,156
    
    
    
    1,014,167Derivative Liability
    
    
    
    
    
    
    125,000
    
    
    
    Contingently redeemable equity
interest
    
    
    2,500,000
    
    
    
    
    
    
    
    1,490,000Stockholders investment
    
    
    16,857,284
    
    
    
    19,281,409
    
    
    
    16,501,202$
    25,148,816
    
    
    $
    25,197,941
    
    
    $
    23,786,818
 See accompanying notes to the condensed consolidated financial statements. Page 4 of 21




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KOSS CORPORATION AND SUBSIDIARIES 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME  Three Months Ended
    
    Nine Months EndedPeriod Ended March 31
    
    2004
    
    2003
    
    2004
    
    2003AS REPORTED
    
    AS AMENDEDNet sales
    
    $
    10,547,180
    
    
    $
    8,264,668
    
    
    $
    29,551,443
    
    
    $
    29,551,443
    
    
    $
    25,038,494Cost of goods sold
    
    
    6,299,669
    
    
    
    4,749,862
    
    
    
    18,064,287
    
    
    
    18,064,287
    
    
    
    14,802,071Gross profit
    
    
    4,247,511
    
    
    
    3,514,806
    
    
    
    11,487,156
    
    
    
    11,487,156
    
    
    
    10,236,423Selling, general and
administrative expense
    
    
    2,533,181
    
    
    
    2,412,662
    
    
    
    6,535,030
    
    
    
    6,535,030
    
    
    
    6,026,457Income from operations
    
    
    1,714,330
    
    
    
    1,102,144
    
    
    
    4,952,126
    
    
    
    4,952,126
    
    
    
    4,209,966Other income (expense)Royalty income
    
    
    183,750
    
    
    
    34,015
    
    
    
    761,442
    
    
    
    761,442
    
    
    
    452,736Interest income
    
    
    1,711
    
    
    
    1,851
    
    
    
    6,832
    
    
    
    6,832
    
    
    
    8,632Interest expense
    
    
    
    
    
    
    
    
    
    
    (960
    )
    
    
    (960
    )
    
    
    (11,290
    )Income before income tax
provision and cumulative
effect of change in
accounting principles
    
    
    1,899,791
    
    
    
    1,138,010
    
    
    
    5,719,440
    
    
    
    5,719,440
    
    
    
    4,660,044Provision for income taxes
    
    
    741,975
    
    
    
    438,822
    
    
    
    2,245,644
    
    
    
    2,245,644
    
    
    
    1,813,941Income before cumulative
effect of change in
accounting principles
    
    
    1,157,816
    
    
    
    699,188
    
    
    
    3,473,796
    
    
    
    3,473,796Cumulative effect of
change in accounting
principles (net of tax
effect of $49,125)
    
    

    
    
    
    
    
    
    
    
    
    
    
    
    (75,875
    )Net income
    
    $
    1,157,816
    
    
    $
    699,188
    
    
    $
    3,473,796
    
    
    $
    3,397,921
    
    
    $
    2,846,103Earnings per common share:Basic
    
    $
    0.31
    
    
    $
    0.19
    
    
    $
    0.92
    
    
    $
    0.90
    
    
    $
    0.78Diluted
    
    $
    0.29
    
    
    $
    0.18
    
    
    $
    0.88
    
    
    $
    0.86
    
    
    $
    0.74Dividends per common share
    
    $
    0.13
    
    
    $
    0.13
    
    
    $
    0.39
    
    
    $
    0.39
    
    
    $
    0.39
 See accompanying notes to the condensed consolidated financial statements. Page 5 of 21




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KOSS CORPORATION AND SUBSIDIARIES 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  Nine Months Ended March 31,
    
    2004
    
    2003AS REPORTED
    
    AS AMENDEDCASH FLOWS FROM OPERATING
ACTIVITIES:Net income
    
    $
    3,473,796
    
    
    $
    3,397,921
    
    
    $
    2,846,103Adjustments to reconcile net
income to net cash provided
by operating activities:Cumulative effect of change in
accounting principles
    
    
    
    
    
    
    75,875
    
    
    
    Depreciation and amortization
    
    
    542,629
    
    
    
    542,629
    
    
    
    412,583Deferred compensation
    
    
    54,989
    
    
    
    54,989
    
    
    
    (26,436
    )Net changes in operating assets and
liabilities
    
    
    (1,520,473
    )
    
    
    (1,520,473
    )
    
    
    (505,174
    )Net cash provided by operating
Activities
    
    
    2,550,941
    
    
    
    2,550,941
    
    
    
    2,727,076CASH FLOWS FROM INVESTING
ACTIVITIES:Acquisition of equipment
    
    
    (760,657
    )
    
    
    (760,657
    )
    
    
    (569,663
    )Net cash used in investing activities
    
    
    (760,657
    )
    
    
    (760,657
    )
    
    
    (569,663
    )CASH FLOWS FROM FINANCING ACTIVITIES:Dividends paid
    
    
    (1,469,493
    )
    
    
    (1,469,493
    )
    
    
    (1,392,210
    )Purchase of common stock
    
    
    (893,315
    )
    
    
    (893,315
    )
    
    
    (1,041,000
    )Exercise of stock options
    
    
    309,188
    
    
    
    309,188
    
    
    
    223,838Net cash used in financing
Activities
    
    
    (2,053,620
    )
    
    
    (2,053,620
    )
    
    
    (2,209,372
    )Net decrease in cash
    
    
    (263,336
    )
    
    
    (263,336
    )
    
    
    (51,959
    )Cash at beginning of period
    
    
    1,557,104
    
    
    
    1,557,104
    
    
    
    1,052,364Cash at end of period
    
    $
    1,293,768
    
    
    $
    1,293,768
    
    
    $
    1,000,405
 See accompanying notes to the condensed consolidated financial statements. Page 6 of 21




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KOSS CORPORATION AND SUBSIDIARIES
March 31, 2004 
    1.
    
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTSThe financial statements presented herein are based on interim amounts.
In the opinion of management, all adjustments (consisting only of normal
recurring accruals) necessary to present fairly the financial position,
results of operations and cash flows at March 31, 2004 and for all
periods presented have been made. The income from operations for the
quarter ended March 31, 2004 is not necessarily indicative of the
operating results for the full year.Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted. It is suggested that these condensed consolidated financial
statements be read in conjunction with the financial statements and notes
thereto included in the Registrants June 30, 2003 Annual Report on Form
10-K/A.2.
    
    EARNINGS PER COMMON SHAREBasic earnings per common share are computed based on the weighted
average number of common shares outstanding. The weighted average number
of common shares outstanding for the quarters ending March 31, 2004 and
2003 were 3,767,615 and 3,625,431, respectively. For the nine months
ended March 31, 2004 and 2003, weighted average number of common shares
outstanding were 3,767,212 and 3,650,805, respectively. When dilutive,
stock options are included as share equivalents using the treasury stock
method. Common stock equivalents of 223,235 and 197,761 related to stock
option grants were included in the computation of the average number
of shares outstanding for diluted earnings per common share for the quarters
ended March 31, 2004 and 2003, respectively. Common stock equivalents of
220,704 and 185,781 related to stock option grants were included in the
computation of the average number of shares outstanding for diluted
earnings per common share for the nine months ended March 31, 2004 and
2003, respectively.3.
    
    INVENTORIESThe classification of inventories is as follows: March 31, 2004
    
    June 30, 2003Raw materials
    
    $
    3,105,257
    
    
    $
    3,039,272Work in process
    
    
    58,015
    
    
    
    Finished goods
    
    
    6,456,998
    
    
    
    5,304,0869,620,270
    
    
    
    8,343,358LIFO reserve
    
    
    (1,009,586
    )
    
    
    (1,009,586
    )$
    8,610,684
    
    
    $
    7,333,772
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4.
    
    STOCK PURCHASE AGREEMENTThe Company has an agreement with its Chairman, John C. Koss, to, at the
request of the executor of the estate, repurchase Company common stock
from his estate in the event of his death. The Company does not have the
right to require the estate to sell stock to the Company. As such, this
arrangement is accounted for as a written put option with the fair value
of the put option recorded as a derivative liability. The fair value of
the option at March 31, 2004, was $125,000. The repurchase price is 95%
of the fair market value of the common stock on the date that notice to
repurchase is provided to the Company. The total number of shares to be
repurchased shall be sufficient to provide proceeds which are the lesser
of $2,500,000 or the amount of estate taxes and administrative expenses
incurred by his estate. The Company may elect to pay the purchase price
in cash or may elect to pay cash equal to 25% of the total amount due and
to execute a promissory note for the balance, payable over four years, at
the prime rate of interest. The Company maintains a $1,150,000 life
insurance policy to fund a substantial portion of this obligation. At
March 31, 2004, $125,000 has been classified as a derivative liability on
the Companys financial statements.5.
    
    RECENTLY ISSUED FINANCIAL ACCOUNTING PRONOUNCEMENTSDuring April 2003, the Financial Accounting Standards Board (FASB)
issued Statement of Accounting Standards (SFAS) No. 149, Amendment of
Statement 133 on Derivative Instruments and Hedging Activities, which
amends and clarifies financial accounting and reporting for certain
derivative instruments. We do not anticipate the adoption of this
statement will have a material impact on our consolidated financial
statements, as we are not currently a party to derivative financial
instruments included in this standard.During May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity, which establishes standards for the classification and
measurement of certain financial instruments with characteristics of both
liabilities and equity. The Company adopted SFAS No. 150 effective July
1, 2003. Upon adoption the Company recorded a derivative liability for
the fair market value of a written put option of $125,000 and a
cumulative effect of change in accounting principle of $75,875 (net of
the tax effect equal to $49,125) in the income statement. In addition,
the contingently redeemable equity interest as of $1,490,000, as of July
1, 2003, was reclassified into equity. See Note 4  Stock Purchase
Agreement.6.
    
    DIVIDENDS DECLAREDOn March 16, 2004, the Company declared a quarterly cash dividend of
$0.13 per share for stockholders of record on March 31, 2004 to be paid
April 15, 2004. Such dividend payable has been recorded at March 31,
2004. Page 8 of 21




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Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations. Financial Condition, Liquidity and Capital Resources Cash provided by operating activities during the nine months ended March 31,
2004 amounted to $2,550,941. This was primarily a result of net income for the
period offset by changes in operating assets and liabilities, primarily related
to decreases in accounts receivable and accounts payable. Capital expenditures for new property and equipment (including production
tooling) were $760,657 for the nine months ending March 31, 2004. Budgeted
capital expenditures for the fiscal year ending June 30, 2004 are $1,573,000.
The Company expects to generate sufficient funds through operations to fund
these expenditures. Stockholders investment increased to $19,281,409 at March 31, 2004, from
$16,501,202 at June 30, 2003. The increase reflects the effect of net income
and the effect of the change in accounting principle related to the adoption of
Statement of Accounting Standards (SFAS) No. 150, in connection with the
stock repurchase agreement with the Chairman of the Company (for more
information, see the Recently Issued Financial Accounting Pronouncements
section below), offset by the exercise of stock options, purchase and
retirement of common stock and dividends declared during the period. The Company amended its existing credit facility in October 2003, extending the
maturity date of the unsecured line of credit to November 1, 2004. This credit
facility provides for borrowings up to a maximum of $10,000,000. The Company
can use this credit facility for working capital purposes or for the purchase
of its own common stock pursuant to the Companys common stock repurchase
program. Borrowings under this credit facility bear interest at the banks
prime rate, or LIBOR plus 1.75%. This credit facility includes certain
financial covenants that require the Company to maintain a minimum tangible net
worth and specified current, interest coverage, and leverage ratios. The
maximum leverage of the Company, which consists of the ratio of its total
liabilities to its tangible net worth, must not exceed 1.50 to 1.0. The
tangible net worth of the Company must not fall below $10.0 million at any
time. The fixed charge ratio of the Company, which consists of the ratio of
its earnings before interest, income taxes, depreciation, amortization, and
other non-cash charges to its total interest expense, must not be less than
2.10 to 1.0. The current ratio of the Company, which is the ration of its
current assets to its current liabilities, must exceed 2.50 to 1.0. The Company has been and is well within these requirements. However, if the
Company at some point in the future fails to meet the financial covenants, the
lender may accelerate the debt and allow creditors to foreclose on the assets. The Company uses its credit facility from time to time, although there was no
utilization of this credit facility at March 31, 2004 or June 30, 2003. In April of 1995, the Board of Directors approved a stock repurchase program
authorizing the Company to purchase from time to time up to $2,000,000 of its
common stock for its own account. Subsequently, the Board of Directors
periodically have approved increases in the stock repurchase program. The most
recent increase was for an additional $1,000,000 in July 2004, for a maximum of
$38,500,000. The Company intends to effectuate all stock purchases either on
the open market or through privately negotiated transactions, and intends to
finance all stock purchases through its own cash flow or by borrowing for such
purchases. For the nine month period ended March 31, 2004, the Company purchased 45,645
shares of its common stock at a net price of $13.74 per share, for a total net
purchase price of $627,140. The Company will continue to repurchase its shares
from the open market when the Board of Directors determines the shares Page 9 of 21




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to be undervalued. The Company may elect to use the purchase of these shares
to minimize the dilutive effects to its stockholders when Company stock is used
in order to make acquisitions (as in the case of Bi-Audio). The Company has no
immediate plans to make another acquisition at this time. As of the date
hereof, the Companys Board of Directors has authorized the repurchase by the
Company of up to $2,485,546 in Company common stock at the discretion of the
Chief Executive Officer of the Company. From the commencement of the Companys stock repurchase program through March
31, 2004, the Company has purchased a total of 4,969,825 shares for a total
gross purchase price of $40,671,360, (representing an average gross purchase
price of $8.19 per share) and a total net purchase price of $36,030,060
(representing an average net purchase price of $7.25 per share). The
difference between the total gross purchase price and the total net purchase
price is the result of the Company purchasing from certain employees shares of
the Companys stock acquired by such employees pursuant to the Companys stock
option program. In determining the dollar amount available for additional
purchases under the stock repurchase program, the Company uses the total net
purchase price paid by the Company for all stock purchases, as authorized by
the Board of Directors. The Company also has an Employee Stock Ownership Plan and Trust (ESOP)
pursuant to which shares of the Companys stock are purchased by the ESOP for
allocation to the accounts of ESOP participants. For the nine months ended
March 31, 2004, the ESOP purchased 3,633 shares of the Companys stock. Results of Operations Net sales for the third quarter ended March 31, 2004 rose to $10,547,180 from
$8,264,668 for the same period in 2003. Net sales for the nine months ended
March 31, 2004 were up 18% at $29,551,443 compared with $25,038,494 during the
nine months ended March 31, 2003. The increase is due to sales increases in
Europe and to the Companys largest U.S. accounts. Gross profit as a percent of net sales was 40% for the quarter ended March 31,
2004, compared to 42% for the same period in the prior year. For the nine
month period ended March 31, 2004, the gross profit percentage was 39% compared
to 41% for the same period in 2003. The decrease is primarily due to a change
in product mix. Selling, general and administrative expenses for the quarter ended March 31,
2004 were $2,533,181 or 24% of net sales, compared to $2,412,662 or 29% of net
sales for the same period in 2003. For the nine month period ended March 31
2004, these expenses were $6,535,030 or 22% of net sales, compared to
$6,026,457 or 24% of net sales for the same period in 2003. For the third quarter ended March 31, 2004, income from operations was
$1,714,330 versus $1,102,144 for the same period in the prior year. Income
from operations for the nine months ended March 31, 2004 was $4,952,126 as
compared to $4,209,966 for the same period in 2003. Effective July 1, 1998, the Company entered into a License Agreement and an
Addendum thereto with Logitech Electronics Inc. of Ontario, Canada, whereby the
Company licensed to Logitech the right to sell multimedia/computer speakers
under the Koss brand name. This License Agreement covers North America and
certain countries in South America and Europe, requiring royalty payments by
Logitech through June 30, 2008, subject to certain minimum annual royalty
amounts. The Company has a License Agreement with Jiangsu Electronics Industries
Limited, a subsidiary of Orient Power Holdings Limited, by way of an assignment
of a previously existing License Agreement with Trabelco N.V. Orient Power is
based in Hong Kong and has an extensive portfolio of audio and video products.
This License Agreement covers the United States, Canada, and Mexico, and has
been renewed through December 31, 2004. Pursuant to this License Agreement,
Jiangsu Electronics has Page 10 of 21




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agreed to meet certain minimum royalty amounts each year. The products covered
by this License Agreement include various consumer electronics products. Effective June 30, 2003, the Company entered into a License Agreement with
Sonigem Products, Inc. (Sonigem) of Ontario, Canada whereby the Company
licensed to Sonigem the right to sell video and communications products under
the Koss brand name. This License Agreement covers Canada, requiring royalty
payments by Sonigem through June 30, 2010, subject to certain minimum annual
royalty amounts. Royalty income for the quarter ended March 31, 2004 was $183,750, compared to
$34,015 for the quarter ended March 31, 2003. For the nine month period ended
March 31, 2004, royalty income was $761,442 compared to $452,736 for the period
ending March 31, 2003. The increase in royalty income was due to increased
sales by Jiangsu Electronics. Interest income for the quarter ended March 31, 2004 was $1,711 as compared to
$1,851 for the same quarter in 2003. For the nine month period ended March 31,
2004 interest income was $6,832, compared to $8,632 for the nine month period
ended March 31, 2003. The decrease in interest income in 2004 is a result of
lower levels of invested excess cash. Recently Issued Financial Accounting Pronouncements During April 2003, the Financial Accounting Standards Board (FASB)
issued Statement of Accounting Standards (SFAS) No. 149, Amendment of
Statement 133 on Derivative Instruments and Hedging Activities, which amends
and clarifies financial accounting and reporting for certain derivative
instruments. We do not anticipate the adoption of this statement will have a
material impact on our consolidated financial statements, as we are not
currently a party to derivative financial instruments included in this
standard. During May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity,
which establishes standards for the classification and measurement of certain
financial instruments with characteristics of both liabilities and equity. The
Company adopted SFAS No. 150 effective July 1, 2003. Upon adoption the Company
recorded a derivative liability for the fair market value of a written put
option of $125,000 and a cumulative effect of change in accounting principle of
$75,875 (net of the tax effect equal to $49,125) in the income statement. See
Note 4  Stock Purchase Agreement. 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk. In managements opinion, the Company does not engage in any material risk
sensitive activities and does not have any market risk sensitive instruments,
other than the Companys commercial credit facility used for working capital
purposes and stock repurchases as disclosed on page 8 of this Form 10-Q/A. 
 Item 4. Controls and Procedures. The Companys management, including the Chief Executive Officer/Chief Financial
Officer, evaluated the Companys disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period
covered by this report and concluded that the Companys disclosure controls and
procedures were effective. Subsequent to the date of the initial filing of
this quarterly report on Form 10-Q, management became aware that a provision in
the Companys stock repurchase agreement with its Chairman required adjustments
to the Companys financial statements upon a change of accounting principles
mandated subsequent to the date of the agreement. Our management has now
subscribed to additional publications in order to keep current on applicable
accounting issues and our new independent auditors will brief us on new
accounting pronouncements and releases to attempt to avoid any similar errors
in the future. Our financial reporting process with respect to preparation and
review of regulatory filings have also been enhanced to include the utilization of a
checklist by the preparer and Page 11 of 21




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reviewer to ensure that new accounting pronouncements and regulatory requirements are incorporated in the filing. The discovery of the error in the recording of the cumulative effect of the
change in accounting principle has affected, to some extent, the Companys
previous conclusion about the effectiveness of the design and operation of the
Companys disclosure controls and procedures. Management is of the view that
this error does not constitute a material weakness in the Companys internal
control over financial reporting identified by management. A material
weakness is defined, in the relevant accounting literature, as a reportable
condition in which the design or operation of one or more of the internal
control components does not reduce to a relatively low level the risk that
misstatements caused by errors or fraud in amounts that would be material in
relation to the financial statements being audited may occur and not be
detected within a timely period by employees in the normal course of performing
their assigned functions. Although this error could constitute a significant
deficiency, management has considered the significance of the error (together
with other reported errors) in light of the financial statements taken as whole
and believes that the error does not evidence or constitute a material
weakness in the Companys disclosure controls and procedures. Therefore, based on an overall evaluation of the Companys disclosure controls
and procedures, including an evaluation of any possible significant
deficiencies and the corrective actions taken by the management in response to
the discovery of the accounting error, the Companys management concludes that
the Companys disclosure controls and procedures are effective to provide
reasonable assurance that information required to be disclosed by the Company
in the reports that it files or submits under the Exchange Act is accumulated
and communicated to management, including the Chief Executive Officer/Chief
Financial Officer, to allow timely decisions regarding required disclosure and
are effective to provide reasonable assurance that such information is
recorded, processed, summarized and reported within the time periods specified
by the SECs rules and forms. There has been no change in the Companys internal control over financial
reporting that occurred during the quarter covered by this report that has
materially affected, or is reasonably likely to materially affect, the
Companys internal control over financial reporting. Subsequent to the date of the initial filing of this quarterly report on Form
10-Q, there have been changes, as described above, in the Companys internal
control over financial reporting. Management is of the view that these changes
have not materially affected and are not reasonably likely to materially
affect, the Companys internal control over financial reporting. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Form 10-Q/A contains forward-looking statements within the meaning of that
term in the Private Securities Litigation Reform Act of 1995 (the Act)
(Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934). Additional written or oral forward-looking statements
may be made by the Company from time to time in filings with the Securities and
Exchange Commission, press releases, or otherwise. Statements contained in
this Form 10-Q/A that are not historical facts are forward-looking statements
made pursuant to the safe harbor provisions of the Act. Forward-looking
statements may include, but are not limited to, projections of revenue, income
or loss and capital expenditures, statements regarding future operations,
anticipated financing needs, compliance with financial covenants in loan
agreements, plans for acquisitions or sales of assets or businesses, plans
relating to products or services of the Company, assessments of materiality,
predictions of future events, the effects of pending and possible litigation,
and assumptions relating to the foregoing. In addition, when used in this Form
10-Q/A, the words anticipates, believes, estimates, expects, intends,
plans and variations thereof and similar expressions are intended to identify
forward-looking statements. Page 12 of 21




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Forward-looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted or quantified based on current expectations.
Consequently, future events and actual results could differ materially from
those set forth in, contemplated by, or underlying the forward-looking
statements contained in this Form 10-Q/A, or in other Company filings, press
releases, or otherwise. In addition to the factors discussed in this Form
10-Q/A, other factors that could contribute to or cause such differences
include, but are not limited to, developments in any one or more of the
following areas: future fluctuations in economic conditions, the receptivity of
consumers to new consumer electronics technologies, the rate and consumer
acceptance of new product introductions, competition, pricing, the number and
nature of customers and their product orders, production by third party
vendors, foreign manufacturing, sourcing and sales (including foreign
government regulation, trade and importation concerns), borrowing costs,
changes in tax rates, pending or threatened litigation and investigations, and
other risk factors which may be detailed from time to time in the Companys
Securities and Exchange Commission filings. Readers are cautioned not to place undue reliance on any forward-looking
statements contained herein, which speak only as of the date hereof. The
Company undertakes no obligation to publicly release the result of any
revisions to these forward-looking statements that may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unexpected events. 
 PART II
OTHER INFORMATION 
 Item 6. Exhibits and Reports on Form 8-K.  (a)
    
    Exhibits FiledSee Exhibit Index attached hereto.(b)
    
    Reports on Form 8-KOn January 14, 2004, the Company filed a Current Report on
Form 8-K to report a press release. The matter was reported
under Items 7, 9 and 12 of Form 8-K.On February 18, 2004, the Company filed a Current Report on
Form 8-K to report a press release. The matter was reported
under Items 7, 9, and 12 of Form 8-K.On March 22, 2004, the Company filed a Current Report on Form
8-K to report a change in the Companys certifying
accountant. The matter was reported under Items 4 and 7 of
Form 8-K. Page 13 of 21




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Signatures Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized. KOSS CORPORATIONDate: November 17, 2004
    
    
    
    /s/ Michael J. KossMichael J. KossVice Chairman, President,Chief Executive Officer,Chief Financial OfficerDate: November 17, 2004
    
    
    
    /s/ Sue SachdevaSue SachdevaVice PresidentFinanceSecretary
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EXHIBIT INDEX The Company will furnish a copy of any exhibit described below upon request and
upon reimbursement to the Company of its reasonable expenses of furnishing such
exhibit, which shall be limited to a photocopying charge of $0.25 per page and,
if mailed to the requesting party, the cost of first-class postage. Designation
    
    
    
    Incorporationof Exhibit
    
    Exhibit Title
    
    by Reference3.1
    
    Certificate of Incorporation of Koss Corporation, as in
effect on September 25, 1996
    
    
    (1
    )3.2
    
    By-Laws of Koss Corporation, as in effect on
September 25, 1996
    
    
    (2
    )4.1
    
    Certificate of Incorporation of Koss Corporation, as in
effect on September 25, 1996
    
    
    (1
    )4.2
    
    By-Laws of Koss Corporation, as in effect on
September 25, 1996
    
    
    (2
    )10.1
    
    Officer Loan Policy
    
    
    (3
    )10.3
    
    Supplemental Medical Care Reimbursement Plan
    
    
    (4
    )10.4
    
    Death Benefit Agreement with John C. Koss
    
    
    (5
    )10.5
    
    Stock Purchase Agreement with John C. Koss
    
    
    (6
    )10.6
    
    Salary Continuation Resolution for John C . Koss
    
    
    (7
    )10.7
    
    1983 Incentive Stock Option Plan
    
    
    (8
    )10.8
    
    Assignment of Lease to John C. Koss
    
    
    (9
    )10.9
    
    Addendum to Lease
    
    
    (10
    )10.10
    
    1990 Flexible Incentive Plan
    
    
    (11
    )10.12
    
    Loan Agreement, effective as of February 17,
1995
    
    
    (12
    )10.13
    
    Amendment to Loan Agreement dated June 15, 1995,
effective as of February 17, 1995
    
    
    (13
    )10.14
    
    Amendment to Loan Agreement dated April 29,
1999
    
    
    (14
    )10.15
    
    Amendment to Loan Agreement dated December 15, 1999
    
    
    (15
    )10.16
    
    Amendment to Loan Agreement dated October 10, 2001
    
    
    (16
    )
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Designation
    
    
    
    Incorporationof Exhibit
    
    Exhibit Title
    
    by Reference10.17
    
    License Agreement dated November 15, 1991 between
Koss Corporation and Trabelco N.V. (a subsidiary
of Hagemeyer N.V.) for North America, Central
America and South America (including Amendment
to License Agreement dated November 15, 1991;
Renewal Letter dated November 18, 1994; and Second
Amendment to License Agreement dated September 29, 1995)
    
    
    (17
    )10.18
    
    License Agreement dated September 29, 1995 between
Koss Corporation and Trabelco N.V. (a subsidiary
of Hagemeyer N.V.) for Europe (including First
Amendment to License Agreement dated December 26,
1995)
    
    
    (18
    )10.19
    
    Third Amendment and Assignment of License Agreement to Jiangsu Electronics Industries Limited dated
as of March 31, 1997
    
    
    (19
    )10.20
    
    Fourth Amendment to License Agreement between Koss Corporation and Jiangsu Electronics Industries
Limited dated as of May 29, 1998
    
    
    (20
    )10.21
    
    Fifth Amendment to License Agreement between Koss Corporation and Jiangsu Electronics Industries
Limited dated March 30, 2001
    
    
    (21
    )10.22
    
    Sixth Amendment to License Agreement between Koss Corporation and Jiangsu Electronics Industries
Limited dated August 15, 2001
    
    
    (22
    )10.23
    
    Seventh Amendment to License Agreement between Koss Corporation and Jiangsu Electronics Industries
Limited dated December 28, 2001
    
    
    (23
    )10.24
    
    Eighth Amendment to License Agreement between
Koss Corporation and Jiangsu Electronics Industries
Limited dated July 31, 2002
    
    
    (24
    )10.25
    
    License Agreement dated June 30, 1998 between Koss Corporation and Logitech Electronics Inc.
(including Addendum to License Agreement dated June 30, 1998)
    
    
    (25
    )10.26
    
    Amendment and Extension Agreement between Koss Corporation and Logitech Electronics Inc. dated May
1, 2001
    
    
    (26
    )10.27
    
    Consent of Directors (Supplemental Executive
Retirement Plan for Michael J. Koss dated
March 7, 1997)
    
    
    (27
    )10.28
    
    Amendment to Lease
    
    
    (28
    )10.29
    
    Partial Assignment, Termination and Modification of
Lease
    
    
    (29
    )
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Designation
    
    
    
    Incorporationof Exhibit
    
    Exhibit Title
    
    by Reference10.30
    
    Restated Lease
    
    
    (30
    )31.1
    
    Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
    
    (Filed andattached hereto)32.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    
    (Furnished
andattached hereto)(1)
    
    Incorporated by reference from Exhibit 3.1 to the Companys Annual Report on Form 10-K for the
year ended June 30, 1996 (Commission File No. 0-3295)(2)
    
    Incorporated by reference from Exhibit 3.2 to the Companys Annual Report on Form 10-K for the year ended June 30, 1996
(Commission File No. 0-3295)(3)
    
    Incorporated by reference from Exhibit 10.1 to the Companys Annual Report on Form 10-K for the year ended June 30, 1996
(Commission File No. 0-3295)(4)
    
    Incorporated by reference from Exhibit 10.3 to the Companys Annual Report on Form 10-K for the year ended June 30, 1996
(Commission File No. 0-3295)(5)
    
    Incorporated by reference from Exhibit 10.4 to the Companys Annual Report on Form 10-K for the year ended June 30, 1996
(Commission File No. 0-3295)(6)
    
    Incorporated by reference from Exhibit 10.5 to the Companys Annual Report on Form 10-K for the year ended June 30, 1996
(Commission File No. 0-3295)(7)
    
    Incorporated by reference from Exhibit 10.6 to the Companys Annual Report on Form 10-K for the year ended June 30, 1996
(Commission File No. 0-3295)(8)
    
    Incorporated by reference from Exhibit 10.7 to the Companys Annual Report on Form 10-K for the year ended June 30, 1996
(Commission File No. 0-3295)(9)
    
    Incorporated by reference from Exhibit 10.7 to the Companys Annual Report on Form 10-K for the year ended June 30, 1988
(Commission File No. 0-3295)(10)
    
    Incorporated by reference from Exhibit 10.8 to the Companys Annual Report on Form 10-K for the year ended June 30, 1988
(Commission File No. 0-3295)(11)
    
    Incorporated by reference from Exhibit 25 to the Companys Annual Report on Form 10-K for the year ended June 30, 1990
(Commission File No. 0-3295)
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Designation
    
    
    
    Incorporationof Exhibit
    
    Exhibit Title
    
    by Reference(12)
    
    Incorporated by reference from Exhibit 10 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31,
1995 (Commission File No. 0-3295)(13)
    
    Incorporated by reference from Exhibit 10.13 to the Companys Annual Report on Form 10-K for the year ended June 30, 1995
(Commission File No. 0-3295)(14)
    
    Incorporated by reference from Exhibit 10.14 to the Companys Annual Report on Form 10-K for the year ended June 30, 1999
(Commission File No. 0-3295(15)
    
    Incorporated by reference from Exhibit 10.15 to the Companys Annual Report on Form 10-K for the year ended June 30, 2000
(Commission File No. 0-3295)(16)
    
    Incorporated by reference from Exhibit 10.16 to the Companys Quarterly Report on Form 10-Q for the quarter ended December
31, 2001 (Commission File No. 0-3295)(17)
    
    Incorporated by reference from Exhibit 10.14 to the Companys Annual Report on Form 10-K for the year ended June 30, 1996
(Commission File No. 0-3295)(18)
    
    Incorporated by reference from Exhibit 10.15 to the Companys Annual Report on Form 10-K for the year ended June 30, 1996
(Commission File No. 0-3295)(19)
    
    Incorporated by reference from Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31,
1997 (Commission File No. 0-3295)(20)
    
    Incorporated by reference from Exhibit 10.17 to the Companys Annual Report on Form 10-K for the year ended June 30, 1998
(Commission File No. 0-3295)(21)
    
    Incorporated by reference from Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31,
2001 (Commission File No. 0-3295)(22)
    
    Incorporated by reference from Exhibit 10.21 to the Companys Annual Report on Form 10-K for the year ended June 30, 2001
(Commission File No. 0-3295)(23)
    
    Incorporated by reference from Exhibit 10.23 to the Companys Quarterly Report on Form 10-Q for the quarter ended December
31, 2001 (Commission File No. 0-3295)(24)
    
    Incorporated by reference from Exhibit 10.24 to the Companys Annual Report on Form 10-K for the year ended June 30, 2002
(Commission File No. 0-3295)
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Designation
    
    
    
    Incorporationof Exhibit
    
    Exhibit Title
    
    by Reference(25)
    
    Incorporated by reference from Exhibit 10.18 to the Companys Annual Report on Form 10-K for the year ended June 30, 1998
(Commission File No. 0-3295)(26)
    
    Incorporated by reference from Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31,
2001 (Commission File No. 0-3295)(27)
    
    Incorporated by reference from Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31,
1997 (Commission File No. 0-3295)(28)
    
    Incorporated by reference from Exhibit 10.22 to the Companys Annual Report on Form 10-K for the year ended June 30, 2000
(Commission File No. 0-3295)(29)
    
    Incorporated by reference from Exhibit 10.25 to the Companys Annual Report on Form 10-K for the year ended June 30, 2001
(Commission File No. 0-3295)(30)
    
    Incorporated by reference from Exhibit 10.26 to the Companys Annual Report on Form 10-K for the year ended June 30, 2001
(Commission File No. 0-3295)
 Page 19 of 21