##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 Form 10-Q þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
   o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 0-3295KOSS CORPORATION(Exact Name of Registrant as Specified in its Charter)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 þ          NO o Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Exchange Act). YES o          NO þ At March 31, 2005, there were 3,691,525 shares outstanding of the registrants common stock, $0.005
par value per share.   Page 1 of 20




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KOSS CORPORATION AND SUBSIDIARIES
FORM 10-Q
March 31, 2005 INDEX PagePART I
    
    FINANCIAL INFORMATIONItem 1
    
    Financial StatementsCondensed Consolidated Balance Sheets (Unaudited)
March 31, 2005 and June 30, 2004
    
    
    3Condensed
Consolidated Statements of Income (Unaudited)
Three months and nine months ended
March 31, 2005 and 2004
    
    
    4Condensed
Consolidated Statements of Cash Flows (Unaudited)
Nine months ended March 31, 2005 and 2004
    
    
    5Notes to Condensed
Consolidated Financial Statements (Unaudited) March 31, 2005
    
    
    6-7Item 2
    
    Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    8-10Item 3
    
    Quantitative and
Qualitative Disclosures About Market Risk
    
    
    11Item 4
    
    Controls and Procedures
    
    
    11PART II
    
    OTHER INFORMATIONItem 6
    
    Exhibits
    
    
    12Certification Pursuant to Rule 13a-14(a)Certification Pursuant to 18 U.S.C. Section 1350
  Page 2 of 20




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PART I
FINANCIAL INFORMATION 
 Item 1. Financial Statements. KOSS CORPORATION AND SUBSIDIARIES 
 CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) March 31, 2005
    
    
    June 30, 2004ASSETSCurrent Assets:Cash
    
    $
    4,654,523
    
    
    $
    2,110,917Accounts Receivable
    
    
    7,527,577
    
    
    
    9,340,091Inventories
    
    
    6,176,221
    
    
    
    7,315,359Other current assets
    
    
    1,232,115
    
    
    
    1,520,371Total current assets
    
    
    19,590,436
    
    
    
    20,286,738Property and equipment, net
    
    
    3,054,494
    
    
    
    2,697,313Deferred income taxes
    
    
    201,135
    
    
    
    250,260Other assets
    
    
    2,275,016
    
    
    
    2,445,245$
    25,121,081
    
    
    $
    25,679,556LIABILITIES AND STOCKHOLDERS INVESTMENTCurrent liabilities:Accounts payable
    
    $
    1,132,436
    
    
    $
    1,049,406Accrued liabilities
    
    
    1,524,229
    
    
    
    1,754,038Income taxes
    
    
    219,569
    
    
    
    185,990Dividends payable
    
    
    479,898
    
    
    
    490,070Total current liabilities
    
    
    3,356,132
    
    
    
    3,479,504Deferred compensation
    
    
    985,265
    
    
    
    985,265Derivative liability
    
    
    125,000
    
    
    
    125,000Stockholders investment
    
    
    20,654,684
    
    
    
    21,089,787$
    25,121,081
    
    
    $
    25,679,556
 See accompanying notes to the condensed consolidated financial statements. Page 3 of 20




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KOSS CORPORATION AND SUBSIDIARIES 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited) Three Months
    
    
    Nine MonthsPeriod Ended March 31
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Net Sales
    
    $
    9,772,686
    
    
    $
    10,547,180
    
    
    $
    28,970,345
    
    
    $
    29,551,443Cost of goods sold
    
    
    6,159,205
    
    
    
    6,299,669
    
    
    
    17,975,273
    
    
    
    18,064,287Gross Profit
    
    
    3,613,481
    
    
    
    4,247,511
    
    
    
    10,995,072
    
    
    
    11,487,156Selling general and
administrative expense
    
    
    2,200,546
    
    
    
    2,533,181
    
    
    
    6,776,892
    
    
    
    6,535,030Income from operations
    
    
    1,412,935
    
    
    
    1,714,330
    
    
    
    4,218,180
    
    
    
    4,952,126Other income (expense)Royalty income
    
    
    21,921
    
    
    
    183,750
    
    
    
    657,991
    
    
    
    761,442Interest income
    
    
    17,563
    
    
    
    1,711
    
    
    
    34,439
    
    
    
    6,832Interest expense
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    (960
    )Income before income tax provision and
cumulative effect of change in
accounting principles
    
    
    1,452,419
    
    
    
    1,899,791
    
    
    
    4,910,610
    
    
    
    5,719,440Provision for income taxes
    
    
    566,443
    
    
    
    741,975
    
    
    
    1,915,281
    
    
    
    2,245,644Income before cumulative effect of change
in accounting principles
    
    
    885,976
    
    
    
    1,157,816
    
    
    
    2,995,329
    
    
    
    3,473,796Cumulative effect of change in
accounting principles (net of tax of $49,125)
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    (75,875
    )Net Income
    
    $
    885,976
    
    
    $
    1,157,816
    
    
    $
    2,995,329
    
    
    $
    3,397,921Earnings per common share:Basic earnings per common share:Before cumulative effect of accounting change
    
    $
    0.24
    
    
    $
    0.31
    
    
    $
    0.81
    
    
    $
    0.92Accounting change
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    (0.02
    )Basic earnings per common share
    
    $
    0.24
    
    
    $
    0.31
    
    
    $
    0.81
    
    
    $
    0.90Diluted earning per common share:Before cumulative effect of accounting change
    
    $
    0.23
    
    
    $
    0.29
    
    
    $
    0.76
    
    
    $
    0.88Accounting change
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    (0.02
    )Diluted earning per common share
    
    $
    0.23
    
    
    $
    0.29
    
    
    $
    0.76
    
    
    $
    0.86Dividends per common share
    
    $
    0.13
    
    
    $
    0.13
    
    
    $
    0.39
    
    
    $
    0.39
 See accompanying notes to the condensed consolidated financial statements. Page 4 of 20




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KOSS CORPORATION AND SUBSIDIARIES 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) Nine Months Ended March, 31
    
    2005
    
    
    2004CASH FLOWS
FROM OPERATING ACTIVITIES:Net income
    
    $
    2,995,329
    
    
    $
    3,397,921Adjustments to reconcile net
income to net cash provided
by operation activities:Cumulative effect of change in accounting
principles
    
    
    0
    
    
    
    75,875Depreciation and amortization
    
    
    777,574
    
    
    
    542,629Deferred compensation
    
    
    0
    
    
    
    54,989Net changes in operating assets and
liabilities
    
    
    3,227,760
    
    
    
    (1,520,473
    )Net cash provided by operating
activities
    
    
    7,000,663
    
    
    
    2,550,941CASH FLOWS
FROM INVESTING ACTIVITIES:Acquisition of equipment
    
    
    (1,026,626
    )
    
    
    (760,657
    )Net cash used in investing activities
    
    
    (1,026,626
    )
    
    
    (760,657
    )CASH FLOWS FROM FINANCING ACTIVITIES:Dividends paid
    
    
    (1,440,019
    )
    
    
    (1,469,493
    )Purchase of common stock
    
    
    (2,130,625
    )
    
    
    (893,315
    )Exercise of stock options
    
    
    140,213
    
    
    
    309,188Net cash used in financing
activities
    
    
    (3,430,431
    )
    
    
    (2,053,620
    )Net increase (decrease) in cash
    
    
    2,543,606
    
    
    
    (263,336
    )Cash at beginning of period
    
    
    2,110,917
    
    
    
    1,557,104Cash at end of period
    
    $
    4,654,523
    
    
    $
    1,293,768
 See accompanying notes to the condensed consolidated financial statements. Page 5 of 20




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KOSS CORPORATION AND SUBSIDIARIES
March 31, 2005 
 
  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,
2005 and for all periods presented have been made. The income from operations for the
quarter ended March 31, 2005 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, 2004 Annual Report on Form 10-K.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, 2005 and 2004 were 3,689,728 and 3,767,615, respectively. For the
nine months ended March 31, 2005 and 2004, weighted average number of common shares
outstanding were 3,829,820 and 3,767,212, respectively. When dilutive, stock options are
included as share equivalents using the treasury stock method. Common stock equivalents of
85,999 and 223,235 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, 2005 and 2004, respectively. Common stock equivalents of 126,900 and
220,704 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, 2005 and 2004, respectively.3.
    INVENTORIESThe classification of inventories is as follows: March 31, 2005
    
    
    June 30, 2004Raw materials
    
    $
    2,810,159
    
    
    $
    1,849,167Work in process
    
    
    
    
    
    
    Finished goods
    
    
    4,315,269
    
    
    
    6,415,3997,125,428
    
    
    
    8,264,566LIFO reserve
    
    
    (949,207
    )
    
    
    (949,207
    )$
    6,176,221
    
    
    $
    7,315,359
 Page 6 of 20




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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, 2005 was $125,000. The repurchase price is 95% of the fair market value of the
common stock on the date that notice, if the estate elects, to repurchase is provided to the
Company. Under the agreement, the total number of shares to be repurchased will be
sufficient to provide proceeds which are the lesser of $2,500,000 or the amount of estate
taxes and administrative expenses incurred by the Chairmans 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, 2005 and June 30, 2004, $125,000 has
been classified as a derivative liability on the Companys financial statements.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 value of a written put
option of $125,000 on the balance sheet and a cumulative effect of change in accounting
principle of $75,875 (net of the tax effect equal to $49,125) on the income statement.5.
    DIVIDENDS DECLAREDOn March 15, 2005, the Company declared a quarterly cash dividend of $0.13 per share for
stockholders of record on March 31, 2005 to be paid April 15, 2005. Such dividend payable
has been recorded at March 31, 2005. Page 7 of 20




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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, 2005 amounted to
$7,000,663. This was primarily a result of net income for the period and changes in operating
assets and liabilities, primarily related to decreases in accounts receivable and in vendors. Capital expenditures for new property and equipment (including production tooling) were $1,026,626
for the nine months ending March 31, 2005. Budgeted capital expenditures for the fiscal year 2005
are $1,611,860. The Company expects to generate sufficient funds through operations to fund these
expenditures. Stockholders investment decreased to $20,654,864 at March 31, 2005, from $21,089,787 at June 30,
2004. The decrease reflects the effect of the exercise of stock options, purchase and retirement
of common stock, offset by net income and dividends paid, and a reclassification of contingently
redeemable equity interest. The Company amended its existing credit facility in November 2004, extending the maturity date of
the unsecured line of credit to November 1, 2005. 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 financial covenants that require the Company to maintain
a minimum tangible net worth and specified current, interest coverage, and leverage ratios. The
Company has been and is well within the requirements under the credit facility. The Company uses its credit facility from time to time, although there was no utilization of this
credit facility at March 31, 2005 or June 30, 2004. The Company did not utilize the credit
facility during the quarter ended March 31, 2005. 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 $2,000,000 in October 2004, for a maximum
of $40,500,000. 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, 2005, the Company purchased 94,250 shares of its common
stock at a net price of $22.61 per share, for a total net purchase price of $2,130,625. From the commencement of the Companys stock repurchase program through March 31, 2005, the
Company has purchased a total of 5,259,084 shares for a total gross purchase price of $42,786,170,
(representing an average gross purchase price of $8.14 per share) and a total net purchase price of
$38,160,685 (representing an average net purchase price of $7.26 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. Page 8 of 20




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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, 2005, the ESOP purchased 3,443 shares of the
Companys stock. Results of Operations Net sales for the third quarter ended March 31, 2005 fell to $9,772,686 from $10,547,180, down 7%
from the same period in 2004. Net sales for the nine months ended March 31, 2005 were down 2% at
$28,970,345 compared with $29,551,443 during the nine months ended March 31, 2004. The decrease is
due to slower sales experienced in the third quarter. Gross profit as a percent of net sales was 37% for the quarter ended March 31, 2005, compared to
40% for the same period in the prior year. For the nine month period ended March 31, 2005, the
gross profit percentage was 38% compared to 39% for the same period in 2004. The decrease is
primarily due to increased freight costs and manufacturing overhead. Selling, general and administrative expenses for the quarter ended March 31, 2005 were $2,220,546
or 23% of net sales, compared to $2,533,181, or 24% of net sales for the same period in 2004. For
the nine month period ended March 31 2005, these expenses were $6,776,892 or 23% of net sales,
compared to $6,535,030 or 22% of net sales for the same period in 2004. For the third quarter ended March 31, 2005, income from operations was $1,412,935 versus $1,714,330
for the same period in the prior year. Income from operations for the nine months ended March 31,
2005 was $4,218,180 as compared to $4,952,126 for the same period in 2004. Royalty income for the quarter ended March 31, 2005 was $21,921, compared to $183,750 for the
quarter ended March 31, 2004. For the nine month period ended March 31, 2005, royalty income was
$657,991 compared to $761,442 for the period ending March 31, 2004. Effective November 23, 2004,
the Company terminated the License Agreement dated November 15, 1991, and as subsequently amended
(the License Agreement) between the Company and Jiangsu Electronics Limited of Hong Kong
(Jiangsu). As a result of the termination, other than Jiangsus post-termination right to sell
Company-approved licensed products, as set forth in the License Agreement, Jiangsu no longer has
the right to use certain Company trademarks in connection with the manufacture, marketing and
distribution of Jiangsus products under the License Agreement. Royalty income on all previously
approved products, which are already in the pipeline, will still be owed to the Company. The
Company believes that the immediate impact on our current fiscal year
will be a reduction of approximately
$170,000 in net income or $0.05 per share. The Company also forecasts the possible reduction of
its minimum royalty payments for fiscal year 2006 at approximately $300,000 in net income or $0.09
per share. Interest income for the quarter was $17,563 as compared to $1,711 for the same quarter in 2004.
For the nine month period interest income was $34,439 compared to $6,832. The provision for income taxes for the quarter ended March 31, 2005, was $566,443 compared with
$741,975 for the same period last year. For the nine months ended March 31, 2005, the provision
for income taxes was $1,915,281 compared with $2,245,644 for the same period last year. The
effective tax rate was 39% for each of the quarters. Recently Issued Financial Accounting Pronouncements During May 2003, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 150, Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity, which establishes standards for the classification
and Page 9 of 20




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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. During December 2004, the FASB issued Revised SFAS No. 123, Shared-Based Payment, which
establishes standards for the accounting for transactions in which an entity exchanges its equity
instruments for goods or services, focusing primarily on accounting for transactions in which an
entity obtains employee services in share-based payment transactions. Revised SFAS No. 123 also
addresses transactions in which an entity incurs liabilities in exchange for goods or services that
are based on the fair value of the entitys equity instruments or that may be settled by the
issuance of those equity instruments and is effective for the first interim or annual reporting
period beginning after June 15, 2005. We are in the process of determining the impact of Revised
SFAS No. 123 on our consolidated financial statements. 
 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. 
 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 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 controls 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. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Form 10-Q 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 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, the words anticipates, believes, estimates, expects,
intends, Page 10 of 20




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plans and variations thereof and similar expressions are intended to identify
forward-looking statements. 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, or in other Company filings, press releases, or otherwise.
In addition to the factors discussed in this Form 10-Q, 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. Page 11 of 20




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PART II
OTHER INFORMATION 
 Item 6. Exhibits. See Exhibit Index attached hereto. Page 12 of 20




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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: May 16, 2005
    
    
    
    /s/ Michael J. KossMichael J. KossVice Chairman, President,Chief Executive Officer,Chief Financial OfficerDate: May 16, 2005
    
    
    
    /s/ Sue SachdevaSue SachdevaVice PresidentFinanceSecretary
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EXHIBIT INDEX Designation
    
    
    
    Incorporationof Exhibit
    
    Exhibit Title
    
    by Reference3(i)
    
    Certificate of Incorporation of Koss Corporation, as in
effect on September 25, 1996
    
    
    (1)3(ii)
    
    By-Laws of Koss Corporation, as in effect on
September 25, 1996
    
    
    (2)10.1
    
    Death Benefit Agreement with John C. Koss
    
    
    (3)10.2
    
    Stock Purchase Agreement with John C. Koss
    
    
    (4)10.3
    
    Salary Continuation Resolution for John C . Koss
    
    
    (5)10.4
    
    1983 Incentive Stock Option Plan
    
    
    (6)10.5
    
    Assignment of Lease to John C. Koss
    
    
    (7)10.6
    
    Addendum to Lease
    
    
    (8)10.7
    
    Amendment to Lease
    
    
    (9)10.8
    
    Partial Assignment, Termination and Modification of
Lease
    
    
    (10)10.9
    
    Restated Lease
    
    
    (11)10.10
    
    1990 Flexible Incentive Plan
    
    
    (12)10.11
    
    Consent of Directors (Supplemental Executive
Retirement Plan for Michael J. Koss dated March 7,
1997)
    
    
    (13)10.12
    
    Loan Agreement, effective as of February 17, 1995
    
    
    (14)10.13
    
    Amendment to Loan Agreement dated June 15, 1995,
effective as of February 17, 1995
    
    
    (15)10.14
    
    Amendment to Loan Agreement dated April 29, 1999
    
    
    (16)10.15
    
    Amendment to Loan Agreement dated December 15, 1999
    
    
    (17)10.16
    
    Amendment to Loan Agreement dated October 10, 2001
    
    
    (18)10.17
    
    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)
    
    
    (19)
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##### Table of Contents



Designation
    
    
    
    Incorporationof Exhibit
    
    Exhibit Title
    
    by Reference10.18
    
    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)
    
    
    (20)10.19
    
    Third Amendment and Assignment of License Agreement to
Jiangsu Electronics Industries Limited dated as of
March 31, 1997
    
    
    (21)10.20
    
    Fourth Amendment to License Agreement between Koss
Corporation and Jiangsu Electronics Industries Limited
dated as of May 29, 1998
    
    
    (22)10.21
    
    Fifth Amendment to License Agreement between Koss
Corporation and Jiangsu Electronics Industries Limited
dated March 30, 2001
    
    
    (23)10.22
    
    Sixth Amendment to License Agreement between Koss
Corporation and Jiangsu Electronics Industries Limited
dated August 15, 2001
    
    
    (24)10.23
    
    Seventh Amendment to License Agreement between Koss
Corporation and Jiangsu Electronics Industries Limited
dated December 28, 2001
    
    
    (25)10.24
    
    Eighth Amendment to License Agreement between Koss
Corporation and Jiangsu Electronics Industries Limited
dated July 31, 2002
    
    
    (26)10.25
    
    Ninth Amendment to License Agreement between Koss
Corporation and Jiangsu Electronics Industries Limited
dated June 30, 2004
    
    
    (27)10.26
    
    License Agreement dated June 30, 1998 between Koss
Corporation and Logitech Electronics Inc. (including
Addendum to License Agreement dated June 30,
1998)
    
    
    (28)10.27
    
    Amendment and Extension Agreement between Koss
Corporation and Logitech Electronics Inc. dated May 1,
2001
    
    
    (29)31.1
    
    Certification pursuant to Rule 13a-14(a) under the
Securities
Exchange Act of 1934
    
    
    (Filed and attached 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 and attached hereto)
    
    
    (Furnished and attached hereto)
    Page 15 of 20




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##### Table of Contents



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 10.4 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 10.5 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 10.6 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 10.7 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 10.7 to the Companys Annual
Report on Form 10-K for the year ended June 30, 1988 (Commission File
No. 0-3295)(8)
    
    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)(9)
    
    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)(10)
    
    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)(11)
    
    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)(12)
    
    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)(13)
    
    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)
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##### Table of Contents



(14)
    
    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)(15)
    
    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)(16)
    
    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(17)
    
    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)(18)
    
    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)(19)
    
    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)(20)
    
    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)(21)
    
    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)(22)
    
    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)(23)
    
    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)(24)
    
    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)(25)
    
    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)(26)
    
    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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##### Table of Contents



(27)
    
    Incorporated by reference from Exhibit 10.30 to the Companys Annual
Report on Form 10-K for the year ended June 30, 2004 (Commission File
No. 0-3295)(28)
    
    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)(29)
    
    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)
 Page 18 of 20