<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

         [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934
                 for the quarterly period ended December 31, 2002
                                       OR
         [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-3295
--------------------------------------------------------------------------------

KOSS 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 office)                       (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 December 31, 2002, there were 3,650,554 shares outstanding of the
Registrant's common stock, $0.005 par value per share.






                                    1 of 19
<PAGE>
                        KOSS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                                December 31, 2002

                                      INDEX
<Table>
<Caption>
                                                                            Page
<S>         <C>                                                             <C>
PART I      FINANCIAL INFORMATION

            Item 1  Financial Statements

                    Condensed Consolidated Balance Sheets (Unaudited)
                    December 31, 2002 and June 30, 2002                       3

                    Condensed Consolidated Statements of Income
                    (Unaudited) Three Months and Six Months Ended
                    December 31, 2002 and 2001                                4

                    Condensed Consolidated Statements of Cash Flows
                    (Unaudited) Six Months Ended December 31, 2002
                    and 2001                                                  5

                    Notes to Condensed Consolidated Financial
                    Statements (Unaudited) December 31, 2002                6-8

            Item 2  Management's Discussion and Analysis of
                    Financial Condition and Results of Operations           8-11

            Item 4  Controls and Procedures                                   11


PART II     OTHER INFORMATION

            Item 4  Submission of Matters to a Vote of Security-Holders       12

            Item 6  Exhibits and Reports on Form 8-K                          12
</Table>










                                    2 of 19
<PAGE>
                                     PART I
                              FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS.


                        KOSS CORPORATION AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<Table>
<Caption>
                                                    December 31, 2002          June 30, 2002
                                                    -----------------          -------------
<S>                                                 <C>                        <C>
ASSETS
     Current Assets:
          Cash                                        $      803,864           $   1,052,364
          Accounts receivable                              6,928,139               8,371,187
          Inventories                                      7,912,634               6,380,212
          Income taxes receivable                            163,077                      --
          Other current assets                             1,378,930               1,315,901
                                                      --------------           -------------
               Total current assets                       17,186,644              17,119,664

     Property and Equipment, net                           1,931,216               1,778,055
     Other Assets                                          1,428,415               1,428,415
                                                      --------------           -------------
                                                      $   20,546,275           $  20,326,134
                                                      ==============           =============


LIABILITIES AND STOCKHOLDERS' INVESTMENT
     Current Liabilities:
          Accounts payable                            $    1,819,599           $   1,854,316
          Accrued liabilities                              1,485,669               1,587,551
          Income taxes payable                                    --                 506,102
          Dividends payable                                  474,572                 440,466
                                                      --------------           -------------
               Total current liabilities                   3,779,840               4,388,435

     Deferred Compensation                                   711,163                 737,599
     Other Liabilities                                       437,354                 437,354
     Contingently Redeemable Equity Interest               1,490,000               1,490,000
     Stockholders' Investment                             14,127,918              13,272,746
                                                      --------------           -------------
                                                      $   20,546,275           $  20,326,134
                                                      ==============           =============
</Table>


See accompanying notes.







                                    3 of 19
<PAGE>
                        KOSS CORPORATION AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

<Table>
<Caption>
                                                Three Months                        Six Months
Period Ended December 31                   2002             2001              2002              2001
------------------------               ------------     ------------      ------------      ------------
<S>                                    <C>              <C>               <C>               <C>
Net sales                              $  7,818,848     $  9,751,397      $ 16,773,826      $ 18,702,808
Cost of goods sold                        4,627,988        5,851,550        10,052,209        11,351,070
                                       ------------     ------------      ------------      ------------
Gross profit                              3,190,860        3,899,847         6,721,617         7,351,738
Selling, general and
   administrative expense                 1,733,143        2,237,934         3,613,795         4,163,898
                                       ------------     ------------      ------------      ------------
Income from operations                    1,457,717        1,661,913         3,107,822         3,187,840
Other income (expense)
   Royalty income                           254,760          265,833           418,721           433,547
   Interest income                            2,502           14,989             6,781            22,270
   Interest expense                               0          (49,254)          (11,290)          (60,218)
                                       ------------     ------------      ------------      ------------
Income before income tax provision        1,714,979        1,893,481         3,522,034         3,583,439
Provision for income taxes                  668,842          739,281         1,375,119         1,398,365
                                       ------------     ------------      ------------      ------------
   Net income                          $  1,046,137     $  1,154,200      $  2,146,915      $  2,185,074
                                       ============     ============      ============      ============
Earnings per common share:
   Basic                               $       0.29     $       0.31      $       0.59      $       0.58
   Diluted                             $       0.27     $       0.30      $       0.56      $       0.55
                                       ============     ============      ============      ============
Dividends per common share             $       0.13     $       0.12      $       0.26      $      0.245
                                       ============     ============      ============      ============
</Table>



See accompanying notes.


                                    4 of 19
<PAGE>
                        KOSS CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<Table>
<Caption>
Six Months Ended December 31                                 2002              2001
----------------------------                             ------------      ------------
<S>                                                      <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                            $  2,146,915      $  2,185,074
   Adjustments to reconcile net income to net
      cash provided by operating activities:
      Depreciation                                            254,520           309,570
      Deferred compensation                                   (26,436)           57,540
      Net changes in operating assets and liabilities      (1,382,487)          (56,685)
                                                         ------------      ------------
      Net cash provided by operating activities               992,512         2,495,499
                                                         ------------      ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Acquisition of equipment and leasehold
      improvements                                           (423,840)         (368,922)
                                                         ------------      ------------
      Net cash used in investing activities                  (423,840)         (368,922)
                                                         ------------      ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayments under line of credit agreements                      --        (2,813,000)
   Borrowings under line of credit agreements                      --         5,692,500
   Dividends paid                                            (477,172)         (462,891)
   Purchase of common stock for treasury                           --        (3,850,112)
   Purchase and retirement of common stock                   (340,000)         (844,325)
   Exercise of stock options                                       --           112,200
                                                         ------------      ------------
   Net cash used in financing activities                     (817,172)       (2,165,628)
                                                         ------------      ------------
Net decrease in cash                                         (248,500)          (39,051)
Cash at beginning of period                                 1,052,364           181,678
                                                         ------------      ------------
Cash at end of period                                    $    803,864      $    142,627
                                                         ============      ============
</Table>



See accompanying notes.







                                    5 of 19
<PAGE>
                        KOSS CORPORATION AND SUBSIDIARIES
                                December 31, 2002
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.     CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

       The 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 December 31, 2002 and for all
       periods presented have been made. The income from operations for the
       quarter ended December 31, 2002 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, 2002, Annual Report on
       Form 10-K.

2.     EARNINGS PER COMMON SHARE AND STOCK SPLIT

       Basic earnings per 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 December 31, 2002 and
       2001 were 3,655,242 and 3,674,695, respectively. For the six months
       ended December 31, 2002 and 2001, weighted average number of common
       shares outstanding were 3,662,898 and 3,751,882, respectively. When
       dilutive, stock options are included as share equivalents using the
       treasury stock method. Common stock equivalents of 191,603 and 226,725
       related to stock option grants were included in the computation of the
       average number of shares outstanding for diluted earnings per share for
       the quarters ended December 31, 2002 and 2001, respectively. Common
       stock equivalents of 187,599 and 236,070 related to stock option grants
       were included in the computation of the average number of shares
       outstanding for diluted earnings per share for the six months ended
       December 31, 2002 and 2001, respectively.

       On October 2, 2001, the Company declared a 2 for 1 stock split of the
       Company's common stock for stockholders of record on October 22, 2001,
       with the effective date being November 5, 2001. Earnings per common share
       amounts disclosed have been restated to give effect to the common stock
       split.

3.     INVENTORIES

       The classification of inventories is as follows:

<Table>
<Caption>
                                         December 31, 2002       June 30, 2002
                                         -----------------      ---------------
<S>                                      <C>                    <C>
  Raw materials and work in process      $      2,599,523       $     2,288,918
  Finished goods                                6,100,472             4,878,655
                                         ----------------       ---------------
                                                8,699,995             7,167,573
  LIFO Reserve                                   (787,361)             (787,361)
                                         ----------------       ---------------
                                         $      7,912,634       $     6,380,212
                                         ================       ===============
</Table>





                                    6 of 19
<PAGE>
4.     STOCK PURCHASE AGREEMENT

       The Company has an agreement with its Chairman to repurchase stock from
       his estate in the event of his death. 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 is obligated to pay in cash 25% of
       the total amount due and to execute a promissory note at the prime rate
       of interest for the balance. The Company maintains a $1,150,000 life
       insurance policy to fund a substantial portion of this obligation. At
       December 31, 2002 and June 30, 2002, $1,490,000 has been classified as a
       Contingently Redeemable Equity Interest reflecting the estimated
       obligation in the event of execution of the agreement.

5.     NEW ACCOUNTING PRONOUNCEMENTS

       In July 2001, the Financial Accounting Standards Board ("FASB") issued
       Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting
       for Asset Retirement Obligations" and in August 2001, issued No. 144,
       "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS
       No. 143 establishes accounting standards for the recognition and
       measurement of an asset retirement obligation. SFAS No. 144 addresses
       financial accounting and reporting for the impairment or disposal of
       long-lived assets, superseding SFAS No. 121. SFAS No. 143 and SFAS
       No. 144 were effective for the Company on July 1, 2002. The statements
       did not have an impact on the Company's results of operations or
       financial position.

       In June 2002, the FASB issued SFAS No. 146, "Accounting for Exit or
       Disposal Activities." This statement addresses the recognition,
       measurement, and reporting of costs associated with exit and disposal
       activities, including restructuring activities. The scope of the current
       statement also includes (1) costs related to a termination contract that
       is not a capital lease and (2) termination benefits that employees who
       are involuntarily terminated receive under the terms of a one-time
       benefit arrangement that is not an ongoing benefit arrangement or an
       individual deferred-compensation contract. SFAS No. 146 will be effective
       for exit or disposal activities that are initiated after December 31,
       2002. The implementation of this issue did not have an impact on the
       Company's results of operations for the quarter ended December 31, 2002.

       In November 2002, the FASB issued FASB Interpretation No. 45,
       "Guarantor's Accounting and Disclosure Requirements for Guarantees,
       Including Indirect Guarantees". This Interpretation elaborates on the
       disclosures to be made by a guarantor in its interim and annual financial
       statements about its obligations under certain guarantees that it has
       issued. It also clarifies that a guarantor is required to recognize, at
       the inception of a guarantee, a liability for the fair value of the
       obligation undertaken in issuing the guarantee. This Interpretation does
       not prescribe a specific approach for subsequently measuring the
       guarantor's recognized liability over the term of the related guarantee.
       This Interpretation also incorporates, without change, the guidance in
       FASB Interpretation No. 34, Disclosure of Indirect Guarantees of
       Indebtedness of Others, which is being superseded. The initial
       recognition and measurement provisions of this Interpretation are
       applicable on a prospective basis to guarantees issued or modified after
       December 31, 2002, irrespective of the guarantor's fiscal year-end. The
       disclosure requirements in this Interpretation are effective for
       financial statements of interim or annual periods ending after December
       15, 2002. At December 31, 2002, the Company has issued no guarantees that
       qualify for disclosure in this interim financial statement.







                                    7 of 19
<PAGE>
        In December 2002, the FASB issued SFAS No. 148, "Accounting for
        Stock-Based Compensation -- Transition and Disclosure, an amendment of
        FASB Statement No. 123." This Statement amends FASB Statement No. 123,
        "Accounting for Stock-Based Compensation", to provide alternative
        methods of transition for a voluntary change to the fair value based
        method of accounting for stock-based employee compensation. In
        addition, this Statement amends the disclosure requirements of SFAS No.
        123 to require prominent disclosures in both annual and interim
        financial statements about the method of accounting for stock-based
        employee compensation and the effect of the method used on reported
        results. SFAS No. 148 will be effective for the Company on July 1, 2003.
        The Company is currently evaluating the impact of this statement on its
        results of operations.

 6.     DIVIDENDS DECLARED

        On December 19, 2002, the Company declared a quarterly cash dividend of
        $0.13 per share for stockholders of record on December 31, 2002 to be
        paid January 15, 2003, such dividend payable has been recorded at
        December 31, 2002.



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 six months ended December 31,
2002 amounted to $992,512. 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 income taxes payable, and increases in
inventories.

Capital expenditures for new property and equipment (including production
tooling) were $423,840 for the quarter. Budgeted capital expenditures for fiscal
year 2003 are $1,082,000. The Company expects to generate sufficient funds
through operations to fund these expenditures.

Stockholders' investment increased to $14,127,918 at December 31, 2002, from
$13,272,746 at June 30, 2002. The increase reflects the effect of the purchase
and retirement of common stock, offset by net income and dividends.

The Company amended its existing credit facility in July 2002, extending the
maturity date of the unsecured line of credit to November 1, 2003. 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 Company uses its credit
facility from time to time, although there was no utilization of this credit
facility at December 31, 2002 and June 30, 2002.

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 has approved increases in the stock repurchase program. The most
recent increase was for an additional $1,500,000 in April of 2002, for a maximum
of $35,500,000. 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.




                                    8 of 19
<PAGE>
For the quarter ended December 31, 2002, the Company purchased 20,000 shares of
its common stock at $17.00 per share, for a total purchase price of $340,000.

From the commencement of the Company's stock repurchase program through December
31, 2002, the Company has purchased a total of 4,876,680 shares for a total
gross purchase price of $38,917,045 (representing an average gross purchase
price of $7.98 per share) and a total net purchase price of $34,842,072
(representing an average net purchase price of $7.15 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 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 quarter ended December 31, 2002, the
ESOP did not purchase any shares of the Company's stock.


Results of Operations

Net sales for the second quarter ended December 31, 2002 fell 20% to $7,818,848
from $9,751,397 for the same period in 2001. Net sales for the six months ended
December 31, 2002 were $16,773,826 down 10% compared with $18,702,808 during the
same six months one year ago. This decline was due to soft retail business and a
$282,670 return due to the Company's transition of their customer response team
from an independent distributor operation to a direct sales operation.

Gross profit as a percent of net sales remained generally consistent at 41% for
the quarter ended December 31, 2002 compared to 40% for the same period in the
prior year. For the six month period ended December 31, 2002, the gross profit
percentage was 40% compared to 39% for the same period in 2001.

Selling, general and administrative expenses for the quarter ended December 31,
2002 were $1,733,143 or 22% of net sales, compared to $2,237,934 or 23% of net
sales for the same period in 2001. For the six month period ended December 31,
2002, these expenses were $3,613,795 or 22% of net sales, compared to $4,163,898
or 22% of net sales, for the same period in 2001.

For the second quarter ended December 31, 2002, income from operations was
$1,457,717 versus $1,661,913 for the same period in the prior year. Income from
operations for the six months ended December 31, 2002 was $3,107,822 as compared
to $3,187,840 for the same period in 2001.

Effective July 1, 1998, the Company entered into a License Agreement and an
Addendum thereto with Logitech Electronics Inc. ("Logitech") 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
("Jiangsu"), 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, 2003. Pursuant to this License
Agreement, Jiangsu has agreed to meet certain minimum royalty amounts each year.
The products covered by this License Agreement include various consumer
electronics products.





                                    9 of 19
<PAGE>
Royalty income for the quarter ended December 31, 2002 was $254,760, compared to
$265,833 for the quarter ended December 31, 2001. For the six month period ended
December 31, 2002 royalty income was $418,271 compared to $433,547 for the
period ending December 31, 2001.

Interest income for the quarter was $2,502 as compared to $14,998 for the same
quarter in 2001. For the six month period interest income was $6,781 compared to
$22,270. The decrease in interest income in 2002 is a result of lower levels of
invested excess cash.

There was no interest expense recorded for the quarter as compared to $49,254
for the same period in the prior year.

On October 2, 2001, the Company declared a 2 for 1 stock split of the Company's
common stock for stockholders of record on October 22, 2001, with the effective
date being November 5, 2001. All earnings per common share amounts herein have
been restated to give effect to the common stock split.

On December 19, 2002, the Company declared a quarterly cash dividend of $0.13
per share payable on January 15, 2003 to stockholders of record on December 31,
2002, which is recorded as dividends payable.


New Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset
Retirement Obligations" and in August 2001, issued No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 143 establishes
accounting standards for the recognition and measurement of an asset retirement
obligation. SFAS No. 144 addresses financial accounting and reporting for the
impairment or disposal of long-lived assets, superseding SFAS No. 121. SFAS No.
143 and SFAS No. 144 were effective for the Company on July 1, 2002. The
statements did not have an impact on the Company's results of operations or
financial position.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Exit or Disposal
Activities." This statement addresses the recognition, measurement, and
reporting of costs associated with exit and disposal activities, including
restructuring activities. The scope of the current statement also includes (1)
costs related to a termination contract that is not a capital lease and (2)
termination benefits that employees who are involuntarily terminated receive
under the terms of a one-time benefit arrangement that is not an ongoing benefit
arrangement or an individual deferred-compensation contract. SFAS No. 146 will
be effective for exit or disposal activities that are initiated after December
31, 2002. The implementation of this issue did not have an impact on the
Company's results of operations for the quarter ended December 31, 2002.

In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees". This Interpretation elaborates on the disclosures to be made by a
guarantor in its interim and annual financial statements about its obligations
under certain guarantees that it has issued. It also clarifies that a guarantor
is required to recognize, at the inception of a guarantee. This Interpretation
does not prescribe a specific approach for subsequently measuring the
guarantor's recognized liability over the term of the related guarantee. This
Interpretation also incorporates, without change, the guidance in FASB
Interpretation No. 34, Disclosure of Indirect Guarantees of Indebtedness of
Others, which is being superseded. The initial recognition and measurement
provisions of this Interpretation are applicable on a prospective basis to
guarantees issued or modified after December 31, 2002, irrespective of the
guarantor's fiscal year-end. The disclosure requirements in this Interpretation
are effective for financial statements of interim or annual periods ending after
December 15, 2002. At December 31, 2002, the Company has issued no guarantees
that qualify for disclosure in this interim financial statement.





                                    10 of 19
<PAGE>
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation -- Transition and Disclosure, an amendment of FASB Statement No.
123." This Statement amends FASB Statement No. 123, "Accounting for Stock-Based
Compensation", to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. In addition, this Statement amends the disclosure requirements of
SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. SFAS No. 148
will be effective for the Company on July 1, 2003. The Company is currently
evaluating the impact of this statement on its results of operations.


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 within 90
days of the filing of this report and concluded that the Company's disclosure
controls and procedures were effective. There were no significant changes in the
Company's internal controls or in other factors that could significantly affect
these controls, including any corrective actions with regard to significant
deficiencies and material weaknesses subsequent to their evaluation. Management,
including the Chief Executive Officer/Chief Financial Officer, periodically
reviews the Company's internal controls for effectiveness and plans to conduct
quarterly evaluations of its disclosure controls and procedures.


            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 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," or "estimates," "expects," "intends," "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.





                                    11 of 19
<PAGE>
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 4   SUBMISSION OF MATTERS TO VOTE OF SECURITY-HOLDERS

         (a)   On October 17, 2002 an Annual Meeting of Stockholders was held.

         (b)   Proxies for the election of directors were solicited pursuant
               to Regulation 14. There was no solicitation in opposition to
               management's nominees as listed in the proxy statement, and
               all such nominees were elected.

         (c)   There were 3,670,554 shares of common stock eligible to vote at
               the Annual Meeting, of which 3,227,805 shares were present at
               the Annual Meeting in person or by proxy, which constituted a
               quorum. The following is a summary of the results of the voting:

<Table>
<Caption>
                                                     Number of Votes                                Broker
                                              -----------------------------                      ------------
                                   For           Against         Withheld         Abstain          Non-Votes
                               ----------     ------------     ------------     ------------     ------------
<S>                            <C>            <C>              <C>              <C>              <C>
Nominees for 1-year
terms ending in 2003:
John C. Koss                    3,224,356           0             3,449               0                0
Thomas L. Doerr                 3,224,530           0             3,275               0                0
Michael J. Koss                 3,224,530           0             3,275               0                0
Lawrence S. Mattson             3,224,356           0             3,449               0                0
Martin F. Stein                 3,224,530           0             3,275               0                0
John J. Stollenwerk             3,223,756           0             4,049               0                0
</Table>

<Table>
<Caption>
                                                     Number of Votes                                Broker
                                              -----------------------------                      ------------
                                   For           Against         Withheld         Abstain          Non-Votes
                               ----------     ------------     ------------     ------------     ------------
<S>                            <C>            <C>              <C>              <C>              <C>
Appointment of
PricewaterhouseCoopers LLP
as independent auditors
for the year ended
June 30, 2003                   3,220,583         7,222               0               0                0
</Table>


ITEM 6   EXHIBITS AND REPORTS ON FORM 8-K

         (a)   Exhibits Filed

               See Exhibit Index attached hereto.

         (b)   Reports on Form 8-K

               There were no reports on Form 8-K filed during the quarter ended
               December 31, 2002.




                                    12 of 19
<PAGE>
                                   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 CORPORATION


Date: 2/5/03                          /s/ Michael J. Koss
      ------                          ------------------------------------
                                      Michael J. Koss
                                      Vice Chairman, President,
                                      Chief Executive Officer,
                                      Chief Financial Officer

Date: 2/5/03                          /s/ Sue Sachdeva
      ------                          ------------------------------------
                                      Sue Sachdeva
                                      Vice President--Finance
                                      Secretary












                                    13 of 19
<PAGE>
                                KOSS CORPORATION

                                 CERTIFICATION*


I, Michael J. Koss, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Koss Corporation;

2.     Based on my knowledge, this quarterly report does not contain any untrue
       statement of a material fact or omit to state a material fact necessary
       to make the statements made, in light of the circumstances under which
       such statements were made, not misleading with respect to the period
       covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
       information included in this quarterly report, fairly present in all
       material respects the financial condition, results of operations and
       cash flows of the registrant as of, and for, the periods presented in
       this quarterly report;

4.     The registrant's other certifying officers and I are responsible for
       establishing and maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
       we have:

       a)   Designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            quarterly report is being prepared;

       b)   Evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

       c)   Presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on
            our evaluation as of the Evaluation Date;

5.     The registrant's other certifying officers and I have disclosed, based
       on our most recent evaluation, to the registrant's auditors and the
       audit committee of registrant's board of directors (or persons performing
       the equivalent function):

       a)   All significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

       b)   Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6.     The registrant's other certifying officers and I have indicated in this
       quarterly report whether or not there were significant changes in
       internal controls or in other factors that could significantly affect
       internal controls subsequent to the date of our most recent evaluation,
       including any corrective actions with regard to significant deficiencies
       and material weaknesses.


Date:  February 5, 2003



/s/ Michael J. Koss
--------------------------------------
Michael J. Koss
Chief Executive Officer, President and
Chief Financial Officer



*      Since Michael J. Koss is both the principal executive officer and the
       principal financial officer of the registrant, only one certification is
       provided.





                                    14 of 19
<PAGE>
                                  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.


<Table>
<Caption>
Designation                                                                            Incorporation
of Exhibit         Exhibit Title                                                       by Reference
-----------        -------------                                                       -------------
<S>                <C>                                                                 <C>
 3.1               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)
</Table>




                                    15 of 19
<PAGE>
<Table>
<S>                                                                                               <C>
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) ..................................................................          (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)
</Table>



                                    16 of 19
<PAGE>
<Table>
<S>                                                                                               <C>
10.29           Partial Assignment, Termination and Modification of
                Lease ...................................................................          (29)

10.30           Restated Lease ..........................................................          (30)

(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)
</Table>




                                    17 of 19
<PAGE>
<Table>
<S>             <C>
(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 the sole Exhibit 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)
</Table>




                                    18 of 19
<PAGE>
<Table>
<S>             <C>
(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)
</Table>





                                    19 of 19
<PAGE>
                                KOSS CORPORATION

                   CERTIFICATION OF PERIODIC FINANCIAL REPORT
            PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, the undersigned officer of Koss Corporation (the
"Company") certifies that to his knowledge the Company's quarterly report on
Form 10-Q for the quarter ended December 31, 2002 (the "Report"):

     (1)    Fully complies with the requirements of section 13(a) or 15(d) of
            the Securities Exchange Act of 1934; and

     (2)    The information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of the Company.



Dated: February 5, 2003                 /s/ Michael J. Koss
       ----------------                 ---------------------------
                                        Michael J. Koss
                                        Chief Executive Officer


                                        /s/ Michael J. Koss
                                        ---------------------------
                                        Michael J. Koss
                                        Chief Financial Officer


This certification accompanies the Form 10-Q pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.