|SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q




QUARTERLY REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|-----------------------------------------------------------------------------------------------------------------------------------------------------------

|For Quarter Ended September 30, 2003 | Commission File Number 0-7475
|------------------------------------ | -----------------------------

|PHOTO CONTROL
CORPORATION
(Exact name of registrant as specified in its charter)
|--------------------------------------------------------------------------------

|Minnesota                                | 41-0831186         
|---------------------------------------- | -------------------
|(State or other jurisdiction of          | (I.R.S. Employer   
|incorporation or organization)           | Identification No.)
|4800 Quebec Avenue North                
|Minneapolis, MN                          | 55428              
|(Address of principal executive offices) | (Zip Code)         

|(763) 537-3601
(Registrants telephone number, including area code)


_____________________________________Former name, former address, and former fiscal year if changes
since last report.)



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 twelve 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 the number of shares
outstanding of each of the issuer's classes of common stock, as of the close of the
period covered by this report.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Class                        | Outstanding at October 31, 2003
|---------------------------- | -------------------------------
|Common Stock, par value $.08 | 1,604,163 Shares               

---

|PHOTO CONTROL CORPORATIONINDEX
|------------------------------

|        |  |         | Page Number |                                                                                                
|------- |  | ------- | ----------- | -----------------------------------------------------------------------------------------------
|PART I  |  |         |             |                                                                                                
|        |  | Item 1: |             | Financial Information                                                                          
|        |  |         |             | Balance Sheets     September 30, 2003 and December 31, 2002                                   
|        |  |         |             | Statements of Operations     Nine Months and Three Months Ended    September 30, 2003 and 2002
|        |  |         |             | Statements of Cash Flows     Nine Months Ended September 30, 2003 and 2002                    
|        |  |         |             | Notes to Financial Statements                                                                  
|        |  | Item 2: |             | Management's Discussion and Analysis of Financial Condition and   Results of Operations        
|        |  | Item 4: |             | Controls and Procedures                                                                        
|PART II |  |         |             |                                                                                                
|        |  | Item 2: |             | Changes in Securities                                                                          
|        |  | Item 6: |             | Exhibits and Reports on Form 8-K                                                               
|        |  |         |             | Signatures                                                                                     

|2
|-

---

|Part I


Item 1:   Financial Information


Balance Sheets
|---------------------------------------------------------

|                                      | (Unaudited)September 302003 |  | (Audited)December 312002
|------------------------------------- | --------------------------- |  | ------------------------
|ASSETS                                |                             |  |                         
|Current Assets                        |                             | 
|Cash                                  |                             |  | $                       
|Accounts Receivable                   |                             |  |                         
|Inventories                           |                             |  |                         
|Prepaid Expenses                      |                             |  |                         
|Refundable Income Taxes               |                             |  |                         
|                                      |                             |  |                         
|Total Current Assets                  |                             |  |                         
|                                      |                             |  |                         
|Other Assets                          |                             | 
|Patent Right, Net of Amortization     |                             |  |                         
|Cash Value of Life Insurance          |                             |  |                         
|                                      |                             |  |                         
|Total Other Assets                    |                             |  |                         
|                                      |                             |  |                         
|Plant and Equipment                   |                             | 
|Land and Building                     |                             |  |                         
|Machinery and Equipment               |                             |  |                         
|Accumulated Depreciation              |                             |  |                         
|                                      |                             |  |                         
|Total Plant and Equipment             |                             |  |                         
|                                      |                             |  |                         
|                                      |                             |  | $                       
|                                      |                             |  |                         
|LIABILITIES AND STOCKHOLDERS' EQUITY  |                             | 
|Current Liabilities                   |                             | 
|Current Portion of Purchase Contract  |                             |  | $                       
|Accounts Payable                      |                             |  |                         
|Accrued Payroll and Employee Benefits |                             |  |                         
|Accrued Expenses                      |                             |  |                         
|                                      |                             |  |                         
|Total Current Liabilities             |                             |  |                         
|                                      |                             |  |                         
|Accrued Retirement Benefit            |                             |  |                         
|                                      |                             |  |                         
|Stockholders' Equity                  |                             | 
|Common Stock                          |                             |  |                         
|Additional Paid-In Capital            |                             |  |                         
|Retained Earnings                     |                             |  |                         
|                                      |                             |  |                         
|Total Stockholders' Equity            |                             |  |                         
|                                      |                             |  |                         
|                                      |                             |  | $                       
|                                      |                             |  |                         

|See accompanying notes to financial statements.

3
|--------------------------------------------------

---

Statements of Operations (Unaudited)

|                                                         | Three MonthsEnded September 30 |  | Nine MonthsEnded September 30 |          
|-------------------------------------------------------- | ------------------------------ |  | ----------------------------- | ---------
|
|Net Sales                                                |                                |  | $                             | 1,851,939
|Cost of Sales                                            |                                |  |                               | 1,345,210
|                                                         |                                |  |                               |          
|Gross Profit                                             |                                |  |                               | 506,729  
|Expenses                                                 |                                | 
|Marketing & Administrative                               |                                |  |                               | 287,353  
|Research, Development & Eng.                             |                                |  |                               | 172,071  
|Gain on Sale of Plant                                    |                                |  |                               |          
|                                                         |                                |  |                               |          
|Total Expenses                                           |                                |  |                               | 459,424  
|                                                         |                                |  |                               |          
|Income (Loss) Before Taxes                               |                                |  |                               | 47,305   
|Income Tax (Benefit)                                     |                                |  |                               | 18,000   
|                                                         |                                |  |                               |          
|Net Income (Loss)                                        |                                |  | $                             | 29,305   
|                                                         |                                |  |                               |          
|Net Income (Loss) Per Common Share  Basic               |                                |  | $                             | .02      
|                                                         |                                |  |                               |          
|Net Income (Loss) Per Common Share  Diluted             |                                |  | $                             | .02      
|                                                         |                                |  |                               |          
|Weighted Average of Common Shares Outstanding            |                                | 
|for Basic and Diluted Net Income (Loss) Per Common Share |                                |  |                               | 1,604,163
|                                                         |                                |  |                               |          

|See accompanying notes to financial statements.

4
|--------------------------------------------------

---

Statements of Cash Flows (Unaudited)

|                                           | Nine MonthsEnded September 30 | 
|------------------------------------------ | ----------------------------- | 
|
|Cash flows from operating activities:      |                               | 
|Net from operations                        |                               | 
|Items not affecting cash                  |                               | 
|Depreciation                               |                               | 
|Deferred compensation                      |                               | 
|(Gain) Loss on sale of plant and equipment |                               | 
|Amortization                               |                               | 
|Provision for inventory obsolescence       |                               | 
|Payment of deferred compensation           |                               | 
|Change in:                                 |                               | 
|Receivables                                |                               | 
|Inventories                                |                               | 
|Prepaid Expenses                           |                               | 
|Accounts Payable                           |                               | 
|Accrued Expenses                           |                               | 
|Accrued and Refundable Income Taxes        |                               | 
|                                           |                               | 
|Net cash provided by operating activities  |                               | 
|                                           |                               | 
|Cash flows from investing activities:      |                               | 
|Additions to plant and equipment           |                               | 
|Additions to cash value of life insurance  |                               | 
|Proceeds from sale of land and building    |                               | 
|                                           |                               | 
|Net cash provided by investing activities  |                               | 
|                                           |                               | 
|Cash flow from financing activities:       |                               | 
|Payment on purchase contract               |                               | 
|                                           |                               | 
|Change in cash and cash equivalent         |                               | 
|Beginning cash and cash equivalent         |                               | 
|                                           |                               | 
|Ending cash and cash equivalent            |                               | 
|                                           |                               | 

|See accompanying notes to financial statements


5
|--------------------------------------------------

---

# Notes to Financial Statements (Unaudited)

# Note 1

| | Notes to financial statements presented herein do not include all the footnotes normally
presented in the Companys annual report to stockholders.
| | --------------------------------------------------------------------------------------------------------------------------------------------------

| | The accompanying financial statements reflect, in the opinion of management, all normal and
recurring adjustments necessary to a fair presentation of financial position, results of
operations, and cash flows for the interim periods. The results for interim periods are
not necessarily indicative of results to be expected for the year.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Note 2

| | Inventories are analyzed as follows:
| | ------------------------------------

|                         | September 302003 |  | December 312002
|------------------------ | ---------------- |  | ---------------
|Raw Materials            |                  |  | $              
|Work in Progress         |                  |  |                
|Finished Goods           |                  |  |                
|Reserve for Obsolescence |                  |  |                
|                         |                  |  |                
|                         |                  |  | $              
|                         |                  |  |                

# Note 3

| | Net Income (Loss) per common share is computed based on the weighted average number of common
shares outstanding during the period when computing the basic earnings per share. When
dilutive, stock options are included as equivalents using the Treasury Stock method when
computing the diluted earnings per share.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Note 4

| | The
compensation cost based on the fair values of options at grant dates consistent with the
provisions of SFAS No. 123, would be $54,280 for the year ended December 31, 2003 and $.03
per share of common stock. For each quarter of 2003 the compensation cost would be
approximately $13,500 and approximately $.01 per share of common stock.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6

---

# Item 2:   Managements Discussion and Analysis of Financial Condition and Results of Operations

# Results of Operations

Sales for the third quarter ended
September 30, 2003 were $1,851,000, a decrease of 25.8% or $645,000 from the third quarter
in 2002. Sales for the nine months ended September 30, 2003 were $5,023,000, a decrease of
19.3% or $1,204,000 from the same period in the prior year. The photographic products
sales decreased $475,000 in the third quarter of 2003 compared to the third quarter in
2002 which consisted of a camera product line sales decrease of $208,000, a printer
product line sales increase of $51,000, a flash equipment product line sales decrease of
$291,000, and a Lindahl shades product line sales decrease of $27,000. Photographic
product sales for the nine months ended September 30, 2003 were $4,187,000, a decrease of
18.3% or $939,000 over the same period in the prior year which consisted of a camera
product line sales decrease of $674,000, a printer product line sales decrease of $3,000,
a flash equipment product line sales decrease of $175,000 and a Lindahl shade product line
sales decrease of $87,000. The decrease in the photographic product line sales reflects a
general overall weakness in demand due to the economic downturn and in particular a
contracting market in the photographic industry. In addition, many customers are not
buying new film cameras in anticipation of switching to digital cameras in the near
future. The Bookendz dock product line sales decreased $170,000 in the third quarter of
2003 as compared to 2002. Bookendz dock product line sales decreased $265,000 for the nine
months ended September 30, 2003 over the same period in the prior year. Apple introduced
three new powerbooks, a twelve inch, a fifteen inch and a seventeen inch model in 2003,
however the Company did not ship the twelve inch dock until June and is in the process of
evaluating docks for the fifteen and seventeen inch models.

The gross profit margin for the third
quarter of 2003 increased to 27.4% from 23.0% in the third quarter of 2002. The gross
profit margin for the nine months ended September 30, 2003 decreased to 20.5% from 23.4%
in the prior year period. The changes in gross margin is attributable to changes in the
product mix and increasing costs on the Bookendz product line.

Marketing and administrative
expenses increased as a percentage of sales to 15.5% for the third quarter of 2003 from
13.6% for the third quarter of 2002 and increased to 21.2% for the first nine months of
2003 from 17.4% for the same period in 2002. Marketing and administrative expenses
decreased $53,000 for the third quarter of 2003 as compared to the third quarter of 2002
and decreased $17,000 for the first nine months of 2003 compared to the same period in
2002. Research, development and engineering expense increased by $30,000 for the third
quarter of 2003 compared to the third quarter of 2002 and increased by $110,000 for the
first nine months of 2003 compared to the same period of 2002. The overall decrease in
marketing and administrative expense reflects increased sales promotion activity for
trade shows, advertising, and a direct user sales promotion offset by

7

---

cost decreases in general and
administrative expenses. The increase in research, development and engineering expense
reflects the cost to develop two new digital cameras.

# Liquidity & Capital Resources

Cash increased by $379,000 to
$3,899,000 since December 31, 2002. This cash increase for the nine months was due to
$591,000 of positive cash flow from operations, offset by $22,000 of capital equipment
expenditures and payment of $184,000 on the Bookendz purchase contract. At September 30,
2003 there was no borrowing under the line of credit.

The Company believes that its cash
flow from future operations and available borrowing capacity will be sufficient to finance
operations and capital requirements for 2003 and 2004.

# Cautionary Statement

Statements included or incorporated
by reference in this Quarterly Report on Form 10-Q which are not historical in nature are
identified as forward looking statements for the purposes of the safe harbor
provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company cautions readers that forward
looking statements, including without limitation, those relating to the Companys
future business prospects, revenues, working capital, liquidity, capital needs, interest
costs, and income, are subject to certain risks and uncertainties that could cause actual
results to differ materially from those indicated in the forward looking statements. The
risks and uncertainties include, but are not limited to, economic conditions, product
demand and industry capacity, competitive products and pricing, manufacturing
efficiencies, new product development and market acceptance, the regulatory and trade
environment, and other risks indicated in filings with the Securities and Exchange
Commission.

# Item 4:   Controls and Procedures

As of September 30, 2003 an
evaluation was performed by the Companys President and Treasurer of the
effectiveness of the design and operation of the Companys disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange
Act of 1934). Based upon, and as of the date of that evaluation, the President and
Treasurer concluded that the Companys disclosure controls and procedures were
effective, in all material respects, to ensure that information required to be disclosed
in the reports the Company files and submits under the Securities and Exchange Act of 1934
is recorded, processed, summarized and reported as and when required.

8

---

# Part II

# Item 2:   Changes in Securities

|                              | Common Stock
|----------------------------- | ------------
|
|Balance at December 31, 2002  |             
|Net Loss                      |             
|                              |             
|Balance at September 30, 2003 |             
|                              |             

# Item 6:   Exhibit and Reports on Form 8-K

| | A. |  | Exhibits:
| | -- |  | ---------

| | 31.1
and 31.2  Certifications
| | ------------------------------

| | 32  Certification
Pursuant to 18 U.S.C.ss.1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
| | ---------------------------------------------------------------------------------------------------------------------

| | B. |  | Reports on Form
8-K - On July 21, 2003 a Current Report on Form 8-K reporting under Items 7c and
9, the issuance of a press release announcing financial results for the six
months ended June 30, 2003.
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                       |  |                           |                                                         | 
|---------------------- |  | ------------------------- | ------------------------------------------------------- | 
|                       |  | Photo Control Corporation |                                                        
|Date: October 31, 2003 |  | By                        | /s/   Curtis R. Jackels                                 | 
|                       |  |                           | Curtis R. JackelsChief Executive Officer, and President | 
|                       |  | By                        | /s/   Christopher S. Lausen                             | 
|                       |  |                           | Christopher S. LausenTreasurer                          | 

9

---