##### 



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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 the Quarter Ended June 30, 2002

Commission File Number 0-2762

MAXCO, INC.
(Exact Name of Registrant as Specified in its Charter)

|                                                                              |  |                                                  
|----------------------------------------------------------------------------- |  | -------------------------------------------------
|Michigan(State or other Jurisdiction of
Incorporation or Organization)        |  | 38-1792842(I.R.S. Employer
Identification Number)
|                                                                             
|1118 Centennial Way
Lansing, Michigan(Address of principal executive offices) |  | 48917(Zip Code)                                  

Registrants Telephone Number, including area code: (517) 321-3130

Indicate by check mark whether the registrant (1) has filed all annual,
quarterly and other reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding twelve months and (2) has
been subject to the filing requirements for at least the past 90 days.

Yes CHECKMARK  No

Indicate the number of shares outstanding for each of the issuers classes of
common stock, as of the latest practicable date.

|             |  |                             
|------------ |  | ----------------------------
|Class        |  | Outstanding at July 31, 2002
|             |  |                             
|Common Stock |  | 3,101,195 shares            



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1



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##### 



PART I

FINANCIAL INFORMATION

CONDENSED CONSOLIDATED BALANCE SHEETS
Maxco, Inc. and Subsidiaries

|                                       |                                                                                          |                      |        |                |        |   |           |         |        | 
|-------------------------------------- | ---------------------------------------------------------------------------------------- | -------------------- | ------ | -------------- | ------ | - | --------- | ------- | ------ | 
|                                       |                                                                                          |                      |        | June 30,       |        |   | March 31, |        
|                                       |                                                                                          |                      |        | 2002           |        |   | 2002      |        
|                                       |                                                                                          |                      |        | (Unaudited)    |        |   |           |        
|                                       |                                                                                          |                      |        |                |       
|                                       |                                                                                          |                      |        | (in thousands) |       
|ASSETS                                 |                                                                                          |                      |        |                |        |   |           |        
|                                      
|CURRENT ASSETS                         |                                                                                          |                      |        |                |        |   |           |        
|                                       | Cash and cash equivalents                                                                |                      | $      | 791            |        |   | $         | 442     |       
|                                       | Accounts
and notes receivable, less allowance of
$336,000 ($424,000 at March 31, 2002)   |                      |        | 27,791         |        |   |           | 18,592  |       
|                                       | Note
receivableshort-termNote 12                                                       |                      |        | 2,200          |        |   |           | 2,700   |       
|                                       | Advances to affiliate                                                                    |                      |        | 3,008          |        |   |           | 3,008   |       
|                                       | InventoriesNote 2                                                                       |                      |        | 5,318          |        |   |           | 4,580   |       
|                                       | Prepaid expenses and other                                                               |                      |        | 923            |        |   |           | 844     |       
|                                       | Income taxes receivable and deferred taxes                                               |                      |        | 2,690          |        |   |           | 4,506   |       
|                                       |                                                                                          |                      |        |                |        |  
|                                       |                                                                                          | TOTAL CURRENT ASSETS |        |                | 42,721 |   |           |         | 34,672 | 
|MARKETABLE
SECURITIESLONG TERMNote 3 |                                                                                          |                      | 57     |                |        |   | 145       |        
|                                      
|PROPERTY AND EQUIPMENT                 |                                                                                          |                      |        |                |        |   |           |        
|                                       | Land                                                                                     |                      |        | 686            |        |   |           | 732     |       
|                                       | Buildings                                                                                |                      |        | 9,226          |        |   |           | 12,095  |       
|                                       | Machinery, equipment, and fixtures                                                       |                      |        | 51,732         |        |   |           | 51,937  |       
|                                       |                                                                                          |                      |        |                |        |  
|                                       |                                                                                          |                      | 61,644 |                |        |   | 64,764    |        
|                                       | Allowances for depreciation                                                              |                      |        | (25,940        | )      |   |           | (25,235 | )     
|                                       |                                                                                          |                      |        |                |        |  
|                                       |                                                                                          |                      | 35,704 |                |        |   | 39,529    |        
|                                      
|OTHER ASSETS                           |                                                                                          |                      |        |                |        |   |           |        
|                                       | Investments                                                                              |                      |        | 5,658          |        |   |           | 6,018   |       
|                                       | Notes and contracts receivable and other, less allowance
of $335,000                     |                      |        | 1,864          |        |   |           | 1,036   |       
|                                       | Note
receivablerelated party, less allowance of $1,064,000
($956,000 at March 31, 2002) |                      |        | 2,241          |        |   |           | 2,349   |       
|                                       | Intangibles                                                                              |                      |        | 3,284          |        |   |           | 3,289   |       
|                                       |                                                                                          |                      |        |                |        |  
|                                       |                                                                                          |                      | 13,047 |                |        |   | 12,692    |        
|                                       |                                                                                          |                      |        |                |        |  
|                                       |                                                                                          |                      |        |                |        |  
|                                       |                                                                                          | $                    | 91,529 |                |        | $ | 87,038    |        
|                                       |                                                                                          |                      |        |                |        |  

2



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##### 



|                                               |                                                                                                   |                                                                                                 |                            |        |                |        |        |           |       |        | 
|---------------------------------------------- | ------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | -------------------------- | ------ | -------------- | ------ | ------ | --------- | ----- | ------ | 
|                                               |                                                                                                   |                                                                                                 |                            |        | June 30,       |        |        | March 31, |      
|                                               |                                                                                                   |                                                                                                 |                            |        | 2002           |        |        | 2002      |      
|                                               |                                                                                                   |                                                                                                 |                            |        | (Unaudited)    |        |        |           |      
|                                               |                                                                                                   |                                                                                                 |                            |        |                |       
|                                               |                                                                                                   |                                                                                                 |                            |        | (in thousands) |       
|LIABILITIES AND STOCKHOLDERS EQUITY           |                                                                                                   |                                                                                                 |                            |        |                |        |        |          
|                                              
|CURRENT LIABILITIES                            |                                                                                                   |                                                                                                 |                            |        |                |        |        |          
|                                               | Notes
payableNote 8                                                                              |                                                                                                 | $                          | 36,002 |                |        | $      | 22,626    |      
|                                               | Accounts payable                                                                                  |                                                                                                 |                            | 21,979 |                |        |        | 18,216    |      
|                                               | Employee compensation                                                                             |                                                                                                 |                            | 2,625  |                |        |        | 2,331     |      
|                                               | Taxes, interest, and other liabilities                                                            |                                                                                                 |                            | 2,889  |                |        |        | 2,347     |      
|                                               | Current maturities of long-term obligations                                                       |                                                                                                 |                            | 968    |                |        |        | 2,990     |      
|                                               |                                                                                                   |                                                                                                 |                            |        |                |       
|                                               |                                                                                                   |                                                                                                 | TOTAL CURRENT LIABILITIES  |        |                | 64,463 |        |           |       | 48,510 | 
|                                              
|LONG-TERM OBLIGATIONS, less current maturities |                                                                                                   |                                                                                                 | 2,679                      |        |                |        | 13,332 |          
|                                              
|DEFERRED INCOME TAXES                          |                                                                                                   |                                                                                                 | 1,794                      |        |                |        | 1,983  |          
|                                              
|DEFERRED GAIN                                  |                                                                                                   |                                                                                                 | 209                        |        |                |        | 226    |          
|                                              
|STOCKHOLDERS EQUITY                          
|                                               | Preferred
stock:                                                                                  |                                                                                                 |                            |        |                |        |        |          
|                                               |                                                                                                   | Series Three: 10% cumulative redeemable, $60 face
value; 14,784 shares issued and outstanding   |                            |        | 678            |        |        |           | 678   |       
|                                               |                                                                                                   | Series Four: 10% cumulative redeemable, $51.50 face
value; 46,414 shares issued and outstanding |                            |        | 2,390          |        |        |           | 2,390 |       
|                                               |                                                                                                   | Series Five: 10% cumulative redeemable, $120 face
value; 6,648 shares issued and outstanding    |                            |        | 798            |        |        |           | 798   |       
|                                               |                                                                                                   | Series Six: 10% cumulative callable, $160 face
value; 20,000 shares authorized, issued  none   |                            |        |               |        |        |           |      |       
|                                               | Common stock, $1 par value; 10,000,000 shares
authorized, 3,101,195 shares issued and outstanding |                                                                                                 |                            | 3,101  |                |        |        | 3,101     |      
|                                               | Net unrealized losses                                                                             |                                                                                                 |                            | (161   | )              |        |        | (78       | )    
|                                               | Retained earnings                                                                                 |                                                                                                 |                            | 15,578 |                |        |        | 16,098    |      
|                                               |                                                                                                   |                                                                                                 |                            |        |                |       
|                                               |                                                                                                   |                                                                                                 | TOTAL STOCKHOLDERS EQUITY |        |                | 22,384 |        |           |       | 22,987 | 
|                                               |                                                                                                   |                                                                                                 |                            |        |                |       
|                                               |                                                                                                   | $                                                                                               | 91,529                     |        |                | $      | 87,038 |          
|                                               |                                                                                                   |                                                                                                 |                            |        |                |       

See notes to consolidated financial statements

3



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##### 



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Maxco, Inc. and Subsidiaries

|                                                       |                                      |                                                       |                                              |                                                                                       |      |                                       |        |        |             |     |       | 
|------------------------------------------------------ | ------------------------------------ | ----------------------------------------------------- | -------------------------------------------- | ------------------------------------------------------------------------------------- | ---- | ------------------------------------- | ------ | ------ | ----------- | --- | ----- | 
|                                                       |                                      |                                                       |                                              |                                                                                       |      | Three
Months Ended June 30,           |       
|                                                       |                                      |                                                       |                                              |                                                                                       |      | 2002                                  |        |        | 2001        |    
|                                                       |                                      |                                                       |                                              |                                                                                       |      | (Unaudited)                           |        |        | (Unaudited) |    
|                                                       |                                      |                                                       |                                              |                                                                                       |      |                                       |        |        |             |    
|                                                       |                                      |                                                       |                                              |                                                                                       |      | (in thousands, except per share data) |       
|Net sales                                              |                                      | $                                                     | 38,808                                       |                                                                                       |      | $                                     | 44,573 |       
|Costs and expenses:                                    |                                      |                                                       |                                              |                                                                                       |      |                                       |        |       
|                                                       | Cost of sales and operating expenses |                                                       |                                              | 30,805                                                                                |      |                                       |        | 35,441 |            
|                                                       | Selling, general and administrative  |                                                       |                                              | 6,183                                                                                 |      |                                       |        | 6,238  |            
|                                                       | Gain on sale of buildings            |                                                       |                                              | (149                                                                                  | )    |                                       |        |       |            
|                                                       | Depreciation and amortization        |                                                       |                                              | 1,480                                                                                 |      |                                       |        | 1,730  |            
|                                                       |                                      |                                                       |                                              |                                                                                       |      |                                       |        |        |             |    
|                                                       |                                      |                                                       | 38,319                                       |                                                                                       |      |                                       | 43,409 |       
|                                                       |                                      |                                                       |                                              |                                                                                       |      |                                       |        |        |             |    
|                                                       |                                      |                                                       |                                              | Operating Earnings                                                                    |      |                                       | 489    |        |             |     | 1,164 | 
|Other income (expense)                                 |                                      |                                                       |                                              |                                                                                       |      |                                       |        |       
|                                                       | Investment and interest income       |                                                       |                                              | 103                                                                                   |      |                                       |        | 434    |            
|                                                       | Interest expense                     |                                                       |                                              | (778                                                                                  | )    |                                       |        | (1,108 | )          
|                                                       |                                      |                                                       |                                              |                                                                                       |      |                                       |        |        |             |    
|                                                       |                                      |                                                       |                                              | Income (Loss) Before Federal Income Taxes
and Equity in Earnings (Loss) of Affiliates |      |                                       | (186   | )      |             |     | 490   | 
|Federal income tax expense (benefit)                   |                                      |                                                       | (77                                          | )                                                                                     |      |                                       | 173    |       
|                                                       |                                      |                                                       |                                              |                                                                                       |      |                                       |        |        |             |    
|                                                       |                                      | Income Before Equity in Earnings (Loss) of Affiliates |                                              |                                                                                       | (109 | )                                     |        |        | 317         |    
|Equity in earnings (loss) of affiliates, net of tax    |                                      |                                                       | (309                                         | )                                                                                     |      |                                       | 87     |       
|                                                       |                                      |                                                       |                                              |                                                                                       |      |                                       |        |        |             |    
|                                                       |                                      |                                                       |                                              | Net Income (Loss)                                                                     |      |                                       | (418   | )      |             |     | 404   | 
|Less preferred stock dividends                         |                                      |                                                       | (102                                         | )                                                                                     |      |                                       | (102   | )     
|                                                       |                                      |                                                       |                                              |                                                                                       |      |                                       |        |        |             |    
|                                                       |                                      |                                                       | Net Income (Loss) Applicable to Common Stock |                                                                                       | $    | (520                                  | )      |        | $           | 302 |      
|                                                       |                                      |                                                       |                                              |                                                                                       |      |                                       |        |        |             |    
|Net
Income (Loss) Per Common Share  Basic and Diluted |                                      | $                                                     | (0.17                                        | )                                                                                     |      | $                                     | 0.10   |       
|                                                       |                                      |                                                       |                                              |                                                                                       |      |                                       |        |        |             |    

See notes to consolidated financial statements

4



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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSMaxco, Inc. and Subsidiaries

|                                                                              |                                             |                                                     |                                                  |                                            |       |                             |        |        |             |      |        |  
|----------------------------------------------------------------------------- | ------------------------------------------- | --------------------------------------------------- | ------------------------------------------------ | ------------------------------------------ | ----- | --------------------------- | ------ | ------ | ----------- | ---- | ------ | -
|                                                                              |                                             |                                                     |                                                  |                                            |       | Three Months Ended June 30, |       
|                                                                              |                                             |                                                     |                                                  |                                            |       | 2002                        |        |        | 2001        |     
|                                                                              |                                             |                                                     |                                                  |                                            |       | (Unaudited)                 |        |        | (Unaudited) |     
|                                                                              |                                             |                                                     |                                                  |                                            |       |                             |       
|                                                                              |                                             |                                                     |                                                  |                                            |       | (in thousands)              |       
|Operating Activities                                                          |                                             |                                                     |                                                  |                                            |       |                             |        |       
|Net Income (Loss)                                                             |                                             | $                                                   | (366                                             | )                                          |       | $                           | 404    |       
|Adjustments to reconcile net income to net cash used in
operating activities: |                                             |                                                     |                                                  |                                            |       |                             |        |       
|                                                                              | Depreciation and other non-cash items       |                                                     |                                                  | 1,640                                      |       |                             |        | 1,643  |            
|                                                                              | Changes in operating assets and liabilities |                                                     |                                                  | (3,908                                     | )     |                             |        | (7,310 | )          
|                                                                              |                                             |                                                     |                                                  |                                            |       |                             |        |        |             |     
|                                                                              |                                             |                                                     |                                                  | Net Cash Used In Operating Activities      |       |                             | (2,634 | )      |             |      | (5,263 | )
|                                                                             
|Investing Activities                                                          |                                             |                                                     |                                                  |                                            |       |                             |        |       
|Sale of buildings                                                             |                                             |                                                     | 2,500                                            |                                            |       |                             |       |       
|Purchases of property and equipment                                           |                                             |                                                     | (186                                             | )                                          |       |                             | (774   | )     
|Other                                                                         |                                             |                                                     | (32                                              | )                                          |       |                             | 37     |       
|                                                                              |                                             |                                                     |                                                  |                                            |       |                             |        |        |             |     
|                                                                              |                                             | Net Cash Provided By (Used In) Investing Activities |                                                  |                                            | 2,282 |                             |        |        | (737        | )   
|                                                                             
|Financing Activities                                                          |                                             |                                                     |                                                  |                                            |       |                             |        |       
|Net proceeds from lines of credit                                             |                                             |                                                     | 4,068                                            |                                            |       |                             | 7,000  |       
|Repayments on other debt obligations                                          |                                             |                                                     | (3,367                                           | )                                          |       |                             | (1,278 | )     
|Dividends paid on preferred stock                                             |                                             |                                                     |                                                 |                                            |       |                             | (102   | )     
|                                                                              |                                             |                                                     |                                                  |                                            |       |                             |        |        |             |     
|                                                                              |                                             |                                                     |                                                  | Net Cash Provided By Financing Activities  |       |                             | 701    |        |             |      | 5,620  |  
|                                                                             
|                                                                              |                                             |                                                     |                                                  |                                            |       |                             |        |        |             |     
|                                                                              |                                             |                                                     | Increase (Decrease) in Cash and Cash Equivalents |                                            |       | 349                         |        |        |             | (380 | )     
|                                                                              |                                             |                                                     | Cash and Cash Equivalents at Beginning of Period |                                            |       | 442                         |        |        |             | 968  |       
|                                                                              |                                             |                                                     |                                                  |                                            |       |                             |        |        |             |     
|                                                                              |                                             |                                                     |                                                  | Cash and Cash Equivalents at End of Period |       | $                           | 791    |        |             | $    | 588    |  
|                                                                              |                                             |                                                     |                                                  |                                            |       |                             |        |        |             |     

See notes to consolidated financial statements

5



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Maxco, Inc. and Subsidiaries
June 30, 2002
(Unaudited)

NOTE 1 BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The accompanying unaudited, condensed, consolidated financial statements
have been prepared in accordance with accounting principles generally
accepted in the United States for interim financial information and with
the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and notes required
by accounting principles generally accepted in the United States for
complete financial statements. In the opinion of management, all
adjustments (consisting only of normal recurring accruals) considered
necessary for a fair presentation of the results of the interim periods
covered have been included. For further information, refer to the
consolidated financial statements and notes thereto included in Maxcos
annual report on Form 10-K for the year ended March 31, 2002.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The results of operations for the interim periods presented are not
necessarily indicative of the results for the full year. Maxcos sales and
operating results have varied substantially from quarter to quarter. Net
sales are typically lower in the third and fourth quarters. The most
significant factors affecting these fluctuations are the seasonal buying
patterns of the Companys customers due to inclement weather and the
reduced number of business days during the holiday season. In addition, the
timing of acquisitions or the occasional sale of corporate investments may
cause substantial fluctuations of operating results from quarter to
quarter. Maxco expects its net sales and operating results to continue to
fluctuate from quarter to quarter.



| |                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------
| | Certain other amounts in the consolidated financial statements have been
reclassified to conform to the current presentation.

NOTE 2 INVENTORIES



| |                                                                          
| | -------------------------------------------------------------------------
| | The major classes of inventories, at the dates indicated were as follows:

|                                    |  |                |       |  |           |   |       | 
|----------------------------------- |  | -------------- | ----- |  | --------- | - | ----- | 
|                                    |  | June 30,       |       |  | March 31, |  
|                                    |  | 2002           |       |  | 2002      |  
|                                    |  |                |      
|                                    |  | (in thousands) |      
|Raw materials                       |  | $              | 437   |  |           | $ | 464   | 
|Finished goods and work in progress |  |                | 732   |  |           |   | 852   | 
|Purchased products for resale       |  |                | 4,149 |  |           |   | 3,264 | 
|                                    |  |                |       |  |           |  
|                                    |  | $              | 5,318 |  |           | $ | 4,580 | 
|                                    |  |                |       |  |           |  

NOTE 3 MARKETABLE SECURITIES



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company classifies its investments in equity securities with readily
determinable fair values as securities available for sale under FASB 115,
Accounting for Certain Investments in Debt and Equity Securities.
Available-for-sale securities are carried at fair value, with the
unrealized gains and losses, net of tax, reported as a separate component
of stockholders equity. The decline in the market value of Provant, Inc.
common stock ($79,000 since March 31, 2002) has been recorded in investment
and interest income for the quarter ended June 30, 2002 as the Company
continued to deem this decline as other than temporary.

6



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##### 



NOTE 4 INVESTMENT IN INTEGRAL VISION, INC. (FORMERLY MEDAR, INC.)

| | The following table summarizes the operating results of Integral Vision,
Inc., Maxcos 24% owned affiliated company:
| | --------------------------------------------------------------------------------------------------------------------

|             |  |                            |      |   |      |   |        |  
|------------ |  | -------------------------- | ---- | - | ---- | - | ------ | -
|             |  | Three
Months EndedJune 30, |     
|             |  | 2002                       |      |   | 2001 |  
|             |  |                            |     
|             |  | (in thousands)             |     
|Net Sales    |  | $                          | 503  |   |      | $ | 669    |  
|Gross Margin |  |                            | 158  |   |      |   | (328   | )
|Net Loss     |  |                            | (819 | ) |      |   | (1,608 | )

NOTE 5 EARNINGS PER SHARE

| | The following table sets forth the computation of basic and diluted
earnings per share:
| | ---------------------------------------------------------------------------------------

|                                                                                                   |                           |   |                                       |      |   |      |       |      |  
|-------------------------------------------------------------------------------------------------- | ------------------------- | - | ------------------------------------- | ---- | - | ---- | ----- | ---- | -
|                                                                                                   |                           |   | Three Months Ended June 30,           |     
|                                                                                                   |                           |   | 2002                                  |      |   | 2001 |      
|                                                                                                   |                           |   |                                       |     
|                                                                                                   |                           |   | (in thousands, except per share data) |     
|NUMERATOR:                                                                                         |                           |   |                                       |      |   |      |       |     
|                                                                                                   | Net Income (Loss)         |   | $                                     | (418 | ) |      | $     | 404  |  
|                                                                                                   | Preferred stock dividends |   |                                       | (102 | ) |      |       | (102 | )
|                                                                                                   |                           |   |                                       |      |   |     
|Numerator
for basic and diluted earnings per share
income (loss) available to common stockholders |                           | $ | (520                                  | )    |   | $    | 302   |     
|DENOMINATOR:                                                                                       |                           |   |                                       |      |   |      |       |     
|Denominator for basic and diluted earnings per
shareweighted average shares                       |                           |   | 3,101                                 |      |   |      | 3,101 |     
|BASIC AND DILUTED EARNINGS (LOSS) PER SHARE                                                        |                           | $ | (0.17                                 | )    |   | $    | 0.10  |     
|                                                                                                   |                           |   |                                       |      |   |     

NOTE 6 COMPREHENSIVE INCOME

| | The components of comprehensive income for the three months ended June 30,
2002 and 2001 are as follows:
| | --------------------------------------------------------------------------------------------------------

|                                           |  |                    |      |   |      |   |      |  
|------------------------------------------ |  | ------------------ | ---- | - | ---- | - | ---- | -
|                                           |  | Three Months Ended |     
|                                           |  | June 30,           |     
|                                           |  | 2002               |      |   | 2001 |  
|                                           |  |                    |     
|                                           |  | (in thousands)     |     
|Net earnings (loss)                        |  | $                  | (418 | ) |      | $ | 404  |  
|Unrealized losses on marketable securities |  |                    | (6   | ) |      |   | (701 | )
|Unrealized loss on swap agreement          |  |                    | (77  | ) |      |   | (15  | )
|                                           |  |                    |      |   |      |  
|                                           |  | $                  | (501 | ) |      | $ | (312 | )
|                                           |  |                    |      |   |      |  



| |                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------
| | The components of accumulated comprehensive income, net of related tax at
June 30, 2002 and March 31, 2002 are as follows:

|                                                |  |                |      |   |           |   |     |  
|----------------------------------------------- |  | -------------- | ---- | - | --------- | - | --- | -
|                                                |  | June 30,       |      |   | March 31, |  
|                                                |  | 2002           |      |   | 2002      |  
|                                                |  |                |     
|                                                |  | (in thousands) |     
|Unrealized gain (loss) on marketable securities |  | $              |     |   |           | $ | 6   |  
|Unrealized loss on swap agreement               |  |                | (161 | ) |           |   | (84 | )

7



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##### 



NOTE 7 INDUSTRY SEGMENT INFORMATION

| | The following summarizes Maxcos industry segment information:
| | --------------------------------------------------------------

|                     |                          |                           |  |   |        |  |                |        |        |           |   |        | 
|-------------------- | ------------------------ | ------------------------- |  | - | ------ |  | -------------- | ------ | ------ | --------- | - | ------ | 
|                     |                          |                           |  |   |        |  | June 30,       |        |        | March 31, |  
|                     |                          |                           |  |   |        |  | 2002           |        |        | 2002      |  
|                     |                          |                           |  |   |        |  |                |       
|                     |                          |                           |  |   |        |  | (in thousands) |       
|Identifiable assets: |                          |                           |  |   |        |  |                |        |        |           |   |       
|                     | Construction supplies    |                           |  |   |        |  | $              | 34,040 |        |           | $ | 24,244 | 
|                     | Heat treating            |                           |  |   |        |  |                | 30,224 |        |           |   | 31,444 | 
|                     | Packaging products       |                           |  |   |        |  |                | 4,595  |        |           |   | 4,912  | 
|                     | Corporate and other      |                           |  |   |        |  |                | 17,012 |        |           |   | 20,420 | 
|                     | Investments and advances |                           |  |   |        |  |                | 5,658  |        |           |   | 6,018  | 
|                     |                          |                           |  |   |        |  |                |        |        |          
|                     |                          | Total Identifiable Assets |  | $ | 91,529 |  |                | $      | 87,038 |          
|                     |                          |                           |  |   |        |  |                |        |        |          

|                                       |                       |  |   |                                             |   |                    |        |        |      |   |        | 
|-------------------------------------- | --------------------- |  | - | ------------------------------------------- | - | ------------------ | ------ | ------ | ---- | - | ------ | 
|                                       |                       |  |   |                                             |   | Three Months Ended |       
|                                       |                       |  |   |                                             |   | June 30,           |       
|                                       |                       |  |   |                                             |   | 2002               |        |        | 2001 |  
|                                       |                       |  |   |                                             |   |                    |       
|                                       |                       |  |   |                                             |   | (in thousands)     |       
|Net sales:                             |                       |  |   |                                             |   |                    |        |       
|                                       | Construction supplies |  | $ | 26,513                                      |   |                    | $      | 32,133 |     
|                                       | Heat treating         |  |   | 8,893                                       |   |                    |        | 9,038  |     
|                                       | Packaging products    |  |   | 3,220                                       |   |                    |        | 3,320  |     
|                                       | Corporate and other   |  |   | 182                                         |   |                    |        | 82     |     
|                                       |                       |  |   |                                             |   |                   
|                                       |                       |  |   | Total Net Sales                             |   | $                  | 38,808 |        |      | $ | 44,573 | 
|                                       |                       |  |   |                                             |   |                   
|Operating earnings (loss):             |                       |  |   |                                             |   |                    |        |       
|                                       | Construction supplies |  | $ | 584                                         |   |                    | $      | 907    |     
|                                       | Heat treating         |  |   | 592                                         |   |                    |        | 750    |     
|                                       | Packaging products    |  |   | (247                                        | ) |                    |        | (44    | )   
|                                       | Corporate and other   |  |   | (440                                        | ) |                    |        | (449   | )   
|                                       |                       |  |   |                                             |   |                   
|                                       |                       |  |   | Total Operating Earnings                    |   | $                  | 489    |        |      | $ | 1,164  | 
|                                       |                       |  |   |                                             |   |                   
|Depreciation and amortization expense: |                       |  |   |                                             |   |                    |        |       
|                                       | Construction supplies |  | $ | 546                                         |   |                    | $      | 741    |     
|                                       | Heat treating         |  |   | 740                                         |   |                    |        | 731    |     
|                                       | Packaging products    |  |   | 177                                         |   |                    |        | 181    |     
|                                       | Corporate and other   |  |   | 17                                          |   |                    |        | 77     |     
|                                       |                       |  |   |                                             |   |                   
|                                       |                       |  |   | Total Depreciation and Amortization Expense |   | $                  | 1,480  |        |      | $ | 1,730  | 
|                                       |                       |  |   |                                             |   |                   
|Capital expenditures:                  |                       |  |   |                                             |   |                    |        |       
|                                       | Construction supplies |  | $ | 164                                         |   |                    | $      | 329    |     
|                                       | Heat treating         |  |   | 22                                          |   |                    |        | 415    |     
|                                       | Packaging products    |  |   |                                            |   |                    |        | 30     |     
|                                       |                       |  |   |                                             |   |                   
|                                       |                       |  |   | Total Capital Expenditures                  |   | $                  | 186    |        |      | $ | 774    | 
|                                       |                       |  |   |                                             |   |                   



| |                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------
| | Accounting policies of the business segments are consistent with those
described in the summary of significant accounting policies (see Note 1).



| |                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Identifiable assets are those assets that are used in Maxcos operations in
each industry segment. Corporate assets are principally cash, notes
receivable, investments, and corporate office properties.



| |                                                                                   
| | ----------------------------------------------------------------------------------
| | Maxco has no significant foreign operations, export sales, or inter-segment sales.

8



---



##### 



NOTE 8  DEBT

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company is currently in default of financial covenants required by one
of its lenders. A forbearance agreement, which expires in less than one
year, has been reached with another lender. As such, the outstanding
balance on the borrowings with these lenders, $36.0 million at June 30,
2002, has been classified as current in the accompanying financial
statements. There are ongoing negotiations with the lenders to amend their
agreements and obtain any necessary waivers of default.



| | The Company has guaranteed various debt obligations of certain real estate
investments of its less than majority owned entities in the aggregate
amount of approximately $39.3 million as of June 30, 2002. Certain of the
debt agreements are currently in default. Forbearance agreements have been
issued by two of the respective banks and the applicable entities are
currently working with the lenders to rectify the default issues. However,
efforts to negotiate a forbearance agreement with one of the lenders,
representing $12.5 million in loans guaranteed by Maxco and other
guarantors, have currently stalled and the lender has delivered a Demand
for Payment and Notice of Intent to Commence Foreclosure. The Company
remains hopeful that negotiations with the lender will be successful
or alternatively, the properties will be sold or refinanced. The
Company believes that the agreement to sell its investment in L/M
Associates II will significantly reduce the debt obligations it has
guaranteed (see Note 13). The Company does
not believe that there is any unusual degree of risk related to these
guarantees because of sufficient underlying asset values supporting the
respective debt obligations.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | The accompanying financial statements have been prepared on the basis that
the Company will continue as a going concern. The Companys ability to meet
its short term and long term debt service and other obligations (including
compliance with financial covenants) will be dependent upon its future
operating performance and the successful renegotiation of its credit
facilities. These dependencies will be subject to financial, business and
other factors, certain of which are beyond the Companys control, such as
prevailing economic conditions. There can be no assurance that, in the
event the Company were to require additional financing, such additional
financing would be available on satisfactory terms. The Company believes
that funds generated by its operations and funds available under its credit
facilities, will be sufficient to finance short term capital needs, as well
as to fund existing operations for the foreseeable future. However, in the
event that the Company is unable to successfully renegotiate its credit
facilities, the Company has long term equity investments that could be
liquidated within a year to meet its short term and long term debt service
requirements and fund operating cash flows.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NOTE 9 FEDERAL INCOME TAXES

| | The Companys effective tax rate varied from the statutory rate of 34% due
to certain expenses, which are not deductible for tax purposes. Due to
enacted changes in the tax law, the Company will carry back its net
operating loss incurred in 2002 against the Companys taxable income in
1997. As a result, the Company had a $2.0 million income tax receivable at
June 30, 2002.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NOTE 10 DIVIDENDS

| | Effective January 1, 2002, the Maxco Board of Directors suspended the
payment of dividends on all preferred stock. These dividend payments have
been accrued in the accompanying financial statements and totaled
approximately $306,000 at June 30, 2002.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NOTE 11 NEW FINANCIAL ACCOUNTING PRONOUNCEMENT

| | Effective April 1, 2002, the Company adopted SFAS No. 142 which resulted in
the discontinuance of amortization of goodwill and indefinite-lived
intangible assets that were recorded in connection with previous business
combinations.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9



---



##### 



| | Under SFAS No. 142, goodwill and indefinite lived intangible assets are no
longer amortized but are reviewed for impairment annually (or more
frequently if impairment indicators arise). Separable intangible assets
that are not deemed to have an indefinite life will continue to be
amortized over their useful lives. The amortization provisions of SFAS No.
142 apply to goodwill and intangible assets acquired after June 30, 2001.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | During fiscal 2003, the Company will complete the first of the required
impairment tests of goodwill and indefinite lived intangible assets under
this statement. The Company has not determined the effect on the financial
statements of potential impairment of adopting SFAS No. 142.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------
| | The following table presents net income (loss) and net income (loss) per
share information as if goodwill were no longer amortized as of April 1,
2001:

|                                                     |  |                                       |       |   |      |   |      | 
|---------------------------------------------------- |  | ------------------------------------- | ----- | - | ---- | - | ---- | 
|                                                     |  | Three Months Ended June 30,           |      
|                                                     |  | 2002                                  |       |   | 2001 |  
|                                                     |  |                                       |      
|                                                     |  | (in thousands, except per share data) |      
|Net income (loss)                                    |  | $                                     | (418  | ) |      | $ | 482  | 
|Net
income (loss) per common sharebasic and diluted |  | $                                     | (0.17 | ) |      | $ | 0.12 | 

NOTE 12 INVESTMENT IN PROVANT, INC.

| | The Company has recorded $2.7 million in income representing its remaining
share of the additional consideration to be received as one of the former
shareholders of Strategic Interactive, Inc. (Maxcos former 45% owned
affiliate sold to Provant, Inc. in October 1998). The payment was to be
made to the Company in cash, common stock, or a combination of both, at
Provants option, in July 2002. Provant has proposed an extension of the
payment date which Management is currently reviewing. An initial review of
the proposal indicates that approximately $500,000 would not be collected
within twelve months and consequently has been classified as long term.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NOTE 13 SUBSEQUENT EVENT

| | Maxco has an ownership interest ranging from 25-50% in primarily two LLCs
which have been involved in the development and ownership of real estate in
central Michigan. Effective January 1, 2000, a Master LLC (L/M Associates
II) was formed consisting of the majority of the stabilized buildings in
which Maxco had an ownership interest. At March 31, 2002 Maxcos ownership
interest in the Master LLC was approximately 31%. The other LLC (L/M
Associates) includes buildable sites on developed land, properties
that are not fully leased,
or individual properties not included in the Master LLC.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In early 2002, Maxco, as managing member
of L/M Associates, began negotiations to sell the real
estate portfolio of L/M Associates II, of which L/M Associates is the
manager. In June 2002, L/M Associates II entered into an agreement
to sell the properties within the Master LLC to an outside investor. The
transaction was approved by more than 75% of the member interests in July
2002. A preliminary closing occurred in August 2002. The transaction is
expected to be completed by September 30, 2002.

10



---



##### 



MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Maxco, Inc. and Subsidiaries
June 30, 2002

MATERIAL CHANGES IN FINANCIAL CONDITION
Cash used in operating activities amounted to $2.6 million for the quarter.
Individual working capital component levels increased over the March 31, 2002
level, primarily from the increased sales activity by the Companys construction
supplies unit (Ersco) over the traditional slower fourth quarter of the prior
year.

Cash was generated by investing activities during the quarter as a result of the
sale of two buildings that were owned by the Company. These proceeds were used
to retire the debt associated with the buildings.

Net proceeds from lines of credit were used primarily to fund the increase in
working capital components.

At June 30, 2002, the Company classified certain of its borrowings as short term
due to the Company being in default of certain covenants. A forbearance
agreement has been reached with one of the lenders. There are ongoing
negotiations with the lenders to amend their agreements and obtain any necessary
waivers of default.

The Companys ability to meet its short term and long term debt service and
other obligations (including compliance with financial covenants) will be
dependent upon its future operating performance and the successful renegotiation
of its credit facilities. These dependencies will be subject to financial,
business and other factors, certain of which are beyond the Companys control,
such as prevailing economic conditions. There can be no assurance that, in the
event the Company were to require additional financing, such additional
financing would be available on satisfactory terms. The Company believes that
funds generated by its operations and funds available under the
existing credit
facilities will be sufficient to finance short term capital needs, as well as to
fund existing operations for the foreseeable future. However, in the event that
the Company is unable to successfully renegotiate its credit facilities, the
Company has liquid long term equity investments that could be used to meet its
short term and long term debt service requirements and fund operating cash
flows.

At June 30, 2002, the 2,240,605 shares of Integral Vision (formerly Medar)
common stock that Maxco owns had an aggregate market value of approximately
$762,000 ($358,000 at August 9, 2002). Maxcos investment in Integral Vision is
reflected in Maxcos financial statements under the equity method for all
periods presented, as the Company owns greater than 20% of Integral Visions
outstanding stock.

At June 30, 2002, the 249,230 shares of Provant common stock that Maxco owns had
an aggregate market value of approximately $57,000 ($37,000 at August 9, 2002).
Maxcos investment in Provant is reflected in Maxcos financial statements under
the cost method as an available-for-sale security as the Company owns less than
20% of Provants outstanding stock.

11



---



##### 



MATERIAL CHANGES IN RESULTS OF OPERATIONS
Three Months Ended June 30, 2002 Compared to 2001

Net sales decreased to $38.8 million compared to $44.6 million in last years
first quarter. First quarter results reflect operating earnings of $489,000
compared to $1.2 million for the comparable period in 2001. Net loss was
$418,000 or $.17 per share assuming dilution compared to last years net income
of $404,000 or $.10 per share assuming dilution.

Sales and operating earnings for the three months ending June 30, 2002 and 2001
by each of the companys segments were as follows:

|                      |  |                    |        |  |                    |                |      |       |  |   |        |  |           |   |     |  
|--------------------- |  | ------------------ | ------ |  | ------------------ | -------------- | ---- | ----- |  | - | ------ |  | --------- | - | --- | -
|                      |  | Three Months Ended |        |  | Three Months Ended |               
|                      |  | June 30, 2002      |        |  | June 30, 2001      |               
|                      |  |                    |        |  |                    |               
|                      |  |                    |        |  |                    | Operating      |      |       |  |   |        |  | Operating |  
|                      |  |                    |        |  |                    | Earnings       |      |       |  |   |        |  | Earnings  |  
|                      |  | Sales              |        |  | (Loss)             |                |      | Sales |  |   | (Loss) | 
|                      |  |                    |        |  |                    |                |      |       |  |   |        | 
|                      |  |                    |        |  |                    | (in thousands) |      |       |  |   |       
|Construction supplies |  | $                  | 26,513 |  |                    | $              | 584  |       |  | $ | 32,133 |  |           | $ | 907 |  
|Heat treating         |  |                    | 8,893  |  |                    |                | 592  |       |  |   | 9,038  |  |           |   | 750 |  
|Packaging products    |  |                    | 3,220  |  |                    |                | (247 | )     |  |   | 3,320  |  |           |   | (44 | )

The decrease in sales from the prior year first quarter at the Companys
construction supplies unit (Ersco) was due to weak commercial market conditions,
increased competition, and the closing of an underperforming branch. Sales at
the Companys heat treating and packaging products units were comparable to the
prior year first quarter.

Consolidated gross profit (net sales less cost of sales and operating expenses)
decreased to $8.0 million or 20.6% of sales from $9.1 million or 20.5% of sales.
The decrease in gross profit was primarily the result of the reduced sales at
Ersco.

Selling, general, and administrative expenses (SG&A) were comparable to the
prior year period.

The Company realized a gain of approximately $149,000 on the sale of two
buildings that occurred during the quarter.

Depreciation and amortization expense for the three months ended June 30, 2002
decreased primarily as a result of the sale of buildings that were owned by the
Company and, as a result of adopting FAS 142, the discontinuance of amortization
of goodwill.

As a result of the above, operating earnings decreased to approximately $489,000
from $1.2 million in last years comparable period.

Net interest expense decreased from the prior year quarter due to lower
borrowings and a reduction in the average interest rates associated with these
borrowings.

Equity in earnings (loss) of affiliates decreased approximately $396,000 from
earnings of $87,000 to a loss of $309,000.

12



---



##### 



QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Companys variable interest expense is sensitive to changes in the general
level of United States interest rates. While approximately $3.6 million of Maxcos
debt carries a fixed rate of interest, the Company entered into an interest rate swap agreement
based on a notional amount of $5.0 million to manage its exposure to interest
rate changes. The swap involves the exchange of fixed and variable interest
payments without changing the notional principal amount. The Company had total
outstanding variable rate short and long term borrowings of $35.9 million at
June 30, 2002. A 1% increase from the prevailing interest rates at June 30, 2002
on the unhedged variable rate portion of the Companys short and long-term
borrowings would increase interest expense on an annualized basis by
approximately $324,000 based on principal balances at June 30, 2002.

13



---



##### 



PART II

OTHER INFORMATION

|          |  |                                                                                                                                                                                                                                     
|--------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item 1.   |  | Legal Proceedings                                                                                                                                                                                                                   
|          |  |                                                                                                                                                                                                                                     
|          |  | None                                                                                                                                                                                                                                
|          |  |                                                                                                                                                                                                                                     
|Item 2.   |  | Changes in Securities                                                                                                                                                                                                               
|          |  |                                                                                                                                                                                                                                     
|          |  | None                                                                                                                                                                                                                                
|          |  |                                                                                                                                                                                                                                     
|Item 3.   |  | Defaults Upon Senior Securities                                                                                                                                                                                                     
|          |  |                                                                                                                                                                                                                                     
|          |  | The Company is currently in default of certain covenants as
required by its $18 million and $4 million lines of credit
with its two principal lenders.                                                                              
|          |  |                                                                                                                                                                                                                                     
|Item 4.   |  | Submission of Matters to a Vote of Security Holders                                                                                                                                                                                 
|          |  |                                                                                                                                                                                                                                     
|          |  | None                                                                                                                                                                                                                                
|          |  |                                                                                                                                                                                                                                     
|Item 5.   |  | Other Information                                                                                                                                                                                                                   
|          |  |                                                                                                                                                                                                                                     
|          |  | None                                                                                                                                                                                                                                
|          |  |                                                                                                                                                                                                                                     
|Item 6(a) |  | Exhibits                                                                                                                                                                                                                            
|          |  |                                                                                                                                                                                                                                     
|3         |  | Restated Articles of Incorporation are hereby incorporated from Form 10-Q dated February 13,
1998.                                                                                                                                  
|          |  |                                                                                                                                                                                                                                     
|3.1       |  | By-laws are hereby incorporated by reference from Form S-4 dated November 4, 1991 (File No.
33-43855)                                                                                                                               
|          |  |                                                                                                                                                                                                                                     
|4.2       |  | Resolution establishing Series Three Preferred Shares is hereby incorporated by reference from
Form S-4 dated November 4, 1991 (File No. 33-43855)                                                                                  
|          |  |                                                                                                                                                                                                                                     
|4.3       |  | Resolution authorizing the redemption of Series Two Preferred Stock and establishing Series
Four Preferred Stock and the terms of the subordinated notes is hereby incorporated by
reference from Form 10-Q dated February 14, 1997.
|          |  |                                                                                                                                                                                                                                     
|4.4       |  | Resolution establishing Series Five Preferred Shares is hereby incorporated by reference from
Form 10-K dated June 5, 1997.                                                                                                         
|          |  |                                                                                                                                                                                                                                     
|4.5       |  | Resolution establishing Series Six Preferred Shares is hereby incorporated by reference from
Form 10-K dated June 23, 1999.                                                                                                         

14



---



##### 



|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1  |  | Incentive stock option plan adopted August 15, 1983, including
the amendment (approved by shareholders August 25, 1987) to
increase the authorized shares on which options may be granted
by two hundred fifty thousand (250,000), up to five hundred
thousand (500,000) shares of the common stock of the company
is hereby incorporated by reference from the registrants
annual report on Form 10-K for the fiscal year ended March 31,
1988.
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.9  |  | Asset purchase agreement  Wright Plastic Products, Inc. is hereby incorporated by reference
from Form 10-Q dated November 14, 1996.                                                                                                                                                                                                                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.10 |  | Amended and restated loan agreement between Comerica Bank and Maxco, Inc. dated September 30,
1996 is hereby incorporated by reference from Form 10-Q dated November 14, 1996.                                                                                                                                                                                                                                                                   
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.11 |  | Asset purchase agreement for the purchase of Atmosphere Annealing, Inc. is hereby incorporated
by reference from Form 8-K dated January 17, 1997.                                                                                                                                                                                                                                                                                                
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.12 |  | Asset purchase agreement  Axson North America, Inc. is hereby incorporated by reference from
Form 10-Q dated February 14, 1997.                                                                                                                                                                                                                                                                                                                 
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.13 |  | Loan agreement between Michigan Strategic Fund and Atmosphere Annealing, Inc. is hereby
incorporated by reference from Form 10-Q dated February 13, 1998.                                                                                                                                                                                                                                                                                        
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.14 |  | Loan agreement between LAM Funding, L.L.C. and borrower including Guaranty-Maxco, Inc. is
hereby incorporated by reference from Form 10-Q dated February 13, 1998.                                                                                                                                                                                                                                                                               
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.15 |  | First Amendment to amended and restated loan agreement between
Comerica Bank and Maxco, Inc. dated August 1, 1997, is hereby
incorporated by reference from Form 10-K dated June 24, 1998.                                                                                                                                                                                                                                                       
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.16 |  | Second amendment to amended and restated loan agreement
between Comerica Bank and Maxco, Inc. dated June 24, 1998 is
hereby incorporated by reference from Form 10-K dated June 24, 1998.                                                                                                                                                                                                                                                        
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.17 |  | Third amendment to amended and restated loan agreement between Comerica Bank and Maxco, Inc.
dated September 24, 1998, is hereby incorporated by reference from Form 10-Q dated November 12, 1998.                                                                                                                                                                                                                                               
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.18 |  | Maxco, Inc. 1998 Employee Stock Option Plan is hereby incorporated by reference from Form 10-Q
dated November 12, 1998.                                                                                                                                                                                                                                                                                                                          
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.19 |  | Fourth amendment to amended and restated loan agreement between Comerica Bank and Maxco, Inc.
dated June 22, 1999, is hereby incorporated by reference from Form 10-K dated June 23, 1999.                                                                                                                                                                                                                                                       
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.20 |  | Fifth amendment to amended and restated loan agreement between Comerica Bank and Maxco, Inc.
dated September 1, 1999 is hereby incorporated by reference from Form 10-Q dated November 12, 1999.                                                                                                                                                                                                                                                 

15



---



##### 



|          |                     |                                                                                                                                                                                                  
|--------- | ------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.21     |                     | Sixth amendment to amended and restated loan agreement between Comerica Bank and Maxco, Inc.
dated July 12, 2000 is hereby incorporated by reference from Form 10-K dated July 14, 2000.         
|          |                     |                                                                                                                                                                                                  
|10.22     |                     | Seventh amendment to amended and restated loan agreement between Comerica Bank and Maxco, Inc.
dated January 11, 2000 is hereby incorporated by reference from Form 10-Q dated February 14, 2001.
|          |                     |                                                                                                                                                                                                  
|10.23     |                     | Eighth amendment to amended and restated loan agreement between Comerica Bank and Maxco, Inc.
dated March 19, 2001 is hereby incorporated by reference from Form 10-K dated July 13, 2001.       
|          |                     |                                                                                                                                                                                                  
|10.24     |                     | Ninth amendment to amended and restated loan agreement between Comerica Bank and Maxco, Inc.
dated October 1, 2001 is hereby incorporated by reference from Form 10-Q dated February 19, 2002.   
|          |                     |                                                                                                                                                                                                  
|10.25     |                     | Tenth amendment to amended and restated loan agreement between
Comerica Bank and Maxco, Inc. dated February 19, 2002 is
hereby incorporated by reference from Form 10-K dated July 16, 2002.     
|          |                     |                                                                                                                                                                                                  
|99.1      |                     | Certification of Chief Executive Officer and Chief Financial Officer.                                                                                                                            
|          |                     |                                                                                                                                                                                                  
|Item 6(b) | Reports on Form 8-K
|          |                     | None                                                                                                                                                                                             

16



---



##### 



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|      |  |                 |  |                                                                                                   
|----- |  | --------------- |  | --------------------------------------------------------------------------------------------------
|      |  |                 |  | MAXCO, INC.                                                                                       
|     
|     
|     
|Date: |  | August 14, 2002 |  | /s/ VINCENT SHUNSKY                                                                               
|      |  |                 |  |                                                                                                   
|      |  |                 |  | Vincent Shunsky,
Vice President-Finance
and Treasurer (Principal Financial and
Accounting Officer)

17



---



##### 



Exhibit Index

|            |  |                                                                     
|----------- |  | --------------------------------------------------------------------
|Exhibit No. |  | Description                                                         
|            |  |                                                                     
|99.1        |  | Certification of Chief Executive Officer and Chief Financial Officer