##### 



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UNITED STATES 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, 2003

Commission File Number 0-2762

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

|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Michigan                                                       |  | 38-1792842                             
|(State or other Jurisdiction of
Incorporation or Organization) |  | (I.R.S. Employer
Identification Number)
|                                                              
|1118 Centennial WayLansing, Michigan                           |  | 48917                                  
|(Address of principal executive offices)                       |  | (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 in box         No o

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

Yes o         No checkmark in box

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, 2003
|            
|Common Stock |  | 3,101,195 shares            



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1



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##### 



PART IFINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS
Maxco, Inc. and Subsidiaries

|                                       |                                                                                        |   |                         |         |   |               |        |         |  
|-------------------------------------- | -------------------------------------------------------------------------------------- | - | ----------------------- | ------- | - | ------------- | ------ | ------- | -
|                                       |                                                                                        |   | June 30,2003(Unaudited) |         |   | March 31,2003 |       
|                                       |                                                                                        |   |                         |         |   |               |       
|                                       |                                                                                        |   | (in thousands)          |        
|ASSETS                                 |                                                                                        |   |                         |         |   |               |        |        
|Current Assets                         |                                                                                        |   |                         |         |   |               |        |        
|                                       | Cash and cash equivalents                                                              |   | $                       | 470     |   |               | $      | 391     |  
|                                       | Accounts and notes receivable, less allowance of
$178,000 ($150,000 at March 31, 2003) |   |                         | 6,239   |   |               |        | 7,173   |  
|                                       | Accounts receivablerelated parties                                                    |   |                         | 484     |   |               |        | 502     |  
|                                       | InventoryNote 9                                                                       |   |                         | 279     |   |               |        | 176     |  
|                                       | Prepaid expenses and other                                                             |   |                         | 39      |   |               |        | 227     |  
|                                       |                                                                                        |   |                         |         |   |              
|Total Current Assets                   |                                                                                        |   | 7,511                   |         |   |               | 8,469  |        
|Marketable SecuritiesLong TermNote 2 |                                                                                        |   | 85                      |         |   |               | 312    |        
|Property & Equipment                   |                                                                                        |   |                         |         |   |               |        |        
|                                       | Land                                                                                   |   |                         | 446     |   |               |        | 446     |  
|                                       | Buildings                                                                              |   |                         | 6,166   |   |               |        | 6,166   |  
|                                       | Machinery, equipment, and fixtures                                                     |   |                         | 28,581  |   |               |        | 28,401  |  
|                                       |                                                                                        |   |                         |         |   |              
|                                       |                                                                                        |   | 35,193                  |         |   |               | 35,013 |        
|                                       | Allowances for depreciation                                                            |   |                         | (13,159 | ) |               |        | (12,416 | )
|                                       |                                                                                        |   |                         |         |   |              
|                                       |                                                                                        |   | 22,034                  |         |   |               | 22,597 |        
|Other Assets                           |                                                                                        |   |                         |         |   |               |        |        
|                                       | Investments                                                                            |   |                         | 1,128   |   |               |        | 1,157   |  
|                                       | Notes and contracts receivable and other, less allowance
of $600,000                   |   |                         | 681     |   |               |        | 981     |  
|                                       | Advances to affiliate                                                                  |   |                         | 3,008   |   |               |        | 3,008   |  
|                                       | Intangibles                                                                            |   |                         | 1,424   |   |               |        | 1,424   |  
|                                       | Non-current assets of discontinued operationsNote 11                                  |   |                         | 474     |   |               |        | 474     |  
|                                       |                                                                                        |   |                         |         |   |              
|                                       |                                                                                        |   | 6,715                   |         |   |               | 7,044  |        
|                                       |                                                                                        |   |                         |         |   |              
|                                       |                                                                                        | $ | 36,345                  |         |   | $             | 38,422 |        
|                                       |                                                                                        |   |                         |         |   |              

2



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CONDENSED CONSOLIDATED BALANCE SHEETS  CONTINUED
Maxco, Inc. and Subsidiaries

|                                               |                                                                                                   |                                                                                                 |        |                         |       |   |               |        |       | 
|---------------------------------------------- | ------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | ------ | ----------------------- | ----- | - | ------------- | ------ | ----- | 
|                                               |                                                                                                   |                                                                                                 |        | June 30,2003(Unaudited) |       |   | March 31,2003 |       
|                                               |                                                                                                   |                                                                                                 |        |                         |       |   |               |       
|                                               |                                                                                                   |                                                                                                 |        | (in thousands)          |      
|LIABILITIES AND STOCKHOLDERS EQUITY           |                                                                                                   |                                                                                                 |        |                         |       |   |               |       
|Current liabilities                            |                                                                                                   |                                                                                                 |        |                         |       |   |               |       
|                                               | Notes payableNote 6                                                                              |                                                                                                 | $      | 15,866                  |       |   | $             | 18,780 |      
|                                               | Accounts payable                                                                                  |                                                                                                 |        | 3,896                   |       |   |               | 3,425  |      
|                                               | Employee compensation                                                                             |                                                                                                 |        | 1,468                   |       |   |               | 1,268  |      
|                                               | Taxes, interest, and other liabilities                                                            |                                                                                                 |        | 3,113                   |       |   |               | 3,004  |      
|                                               | Current maturities of long-term obligations                                                       |                                                                                                 |        | 1,159                   |       |   |               | 995    |      
|                                               | Current liabilities of discontinued operationsNote 11                                            |                                                                                                 |        | 294                     |       |   |               | 303    |      
|                                               |                                                                                                   |                                                                                                 |        |                         |       |   |               |       
|Total Current Liabilities                      |                                                                                                   |                                                                                                 | 25,796 |                         |       |   | 27,775        |       
|Long-Term Obligations, Less Current Maturities |                                                                                                   |                                                                                                 | 939    |                         |       |   | 1,113         |       
|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                                                                             |                                                                                                 |        | (242                    | )     |   |               | (298   | )    
|                                               | Retained earnings                                                                                 |                                                                                                 |        | 2,885                   |       |   |               | 2,865  |      
|                                               |                                                                                                   |                                                                                                 |        |                         |       |   |               |       
|Total Stockholders Equity                     |                                                                                                   |                                                                                                 | 9,610  |                         |       |   | 9,534         |       
|                                              
|                                               |                                                                                                   |                                                                                                 |        |                         |       |   |               |       
|                                               |                                                                                                   | $                                                                                               | 36,345 |                         |       | $ | 38,422        |       
|                                               |                                                                                                   |                                                                                                 |        |                         |       |   |               |       

See notes to consolidated financial statements

3



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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSMaxco, Inc. and Subsidiaries
(Unaudited)

|                                                                                                      |                                                 |   |                                       |       |   |      |       |       |  
|----------------------------------------------------------------------------------------------------- | ----------------------------------------------- | - | ------------------------------------- | ----- | - | ---- | ----- | ----- | -
|                                                                                                      |                                                 |   | Three Months Ended June 30,           |      
|                                                                                                      |                                                 |   | 2003                                  |       |   | 2002 |      
|                                                                                                      |                                                 |   |                                       |       |   |      |      
|                                                                                                      |                                                 |   | (in thousands, except per share data) |      
|Net sales                                                                                             |                                                 | $ | 9,573                                 |       |   | $    | 8,926 |      
|Costs and expenses:                                                                                   |                                                 |   |                                       |       |   |      |       |      
|                                                                                                      | Cost of sales and operating expenses            |   |                                       | 6,152 |   |      |       | 5,375 |  
|                                                                                                      | Selling, general and administrative             |   |                                       | 2,809 |   |      |       | 2,791 |  
|                                                                                                      | Depreciation and amortization                   |   |                                       | 751   |   |      |       | 757   |  
|                                                                                                      |                                                 |   |                                       |       |   |     
|                                                                                                      |                                                 |   | 9,712                                 |       |   |      | 8,923 |      
|                                                                                                      |                                                 |   |                                       |       |   |     
|Operating Earnings (Loss)                                                                             |                                                 |   | (139                                  | )     |   |      | 3     |      
|Other income (expense)                                                                                |                                                 |   |                                       |       |   |      |       |      
|                                                                                                      | Investment and interest income (loss), net      |   |                                       | (246  | ) |      |       | 103   |  
|                                                                                                      | Gain on sale of assets                          |   |                                       | 910   |   |      |       | 149   |  
|                                                                                                      | Interest expense                                |   |                                       | (403  | ) |      |       | (450  | )
|                                                                                                      |                                                 |   |                                       |       |   |     
|Income
(Loss) From Continuing Operations Before Federal
Income Taxes and Equity in Loss of Affiliates |                                                 |   | 122                                   |       |   |      | (195  | )    
|                                                                                                      | Federal income tax benefit                      |   |                                       |      |   |      |       | (81   | )
|                                                                                                      |                                                 |   |                                       |       |   |     
|Income (Loss) From Continuing Operations Before Equity in
Loss of Affiliates                          |                                                 |   | 122                                   |       |   |      | (114  | )    
|                                                                                                      | Equity in loss of affiliates, net of tax        |   |                                       |      |   |      |       | (309  | )
|                                                                                                      |                                                 |   |                                       |       |   |     
|Income (Loss) From Continuing Operations                                                              |                                                 |   | 122                                   |       |   |      | (423  | )    
|                                                                                                      | Income from discontinued operations, net of tax |   |                                       |      |   |      |       | 5     |  
|                                                                                                      |                                                 |   |                                       |       |   |     
|Net Income (Loss)                                                                                     |                                                 |   | 122                                   |       |   |      | (418  | )    
|                                                                                                      |                                                 |   |                                       |       |   |     
|                                                                                                      | Less preferred stock dividends                  |   |                                       | (102  | ) |      |       | (102  | )
|                                                                                                      |                                                 |   |                                       |       |   |     
|Net Income (Loss) Applicable to Common Stock                                                          |                                                 | $ | 20                                    |       |   | $    | (520  | )    
|                                                                                                      |                                                 |   |                                       |       |   |     
|Net Income (Loss) Per Common ShareBasic and Diluted                                                  |                                                 |   |                                       |       |   |      |       |      
|Continuing operations                                                                                 |                                                 | $ | 0.01                                  |       |   | $    | (0.17 | )    
|Discontinued operations                                                                               |                                                 |   |                                      |       |   |      |      |      
|                                                                                                      |                                                 |   |                                       |       |   |     
|                                                                                                      |                                                 | $ | 0.01                                  |       |   | $    | (0.17 | )    
|                                                                                                      |                                                 |   |                                       |       |   |     

See notes to consolidated financial statements

4



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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Maxco, Inc. and Subsidiaries
(Unaudited)

|                                                 |                                                                                          |                                             |        |                             |       |   |        |        |       |  
|------------------------------------------------ | ---------------------------------------------------------------------------------------- | ------------------------------------------- | ------ | --------------------------- | ----- | - | ------ | ------ | ----- | -
|                                                 |                                                                                          |                                             |        | Three Months Ended June 30, |      
|                                                 |                                                                                          |                                             |        | 2003                        |       |   | 2002   |       
|                                                 |                                                                                          |                                             |        |                             |       |   |        |       
|                                                 |                                                                                          |                                             |        | (in thousands)              |      
|Operating Activities                             |                                                                                          |                                             |        |                             |       |   |        |       
|                                                 | Net income (loss)                                                                        |                                             | $      | 122                         |       |   | $      | (418   | )    
|                                                 | Income from discontinued operations                                                      |                                             |        |                            |       |   |        | (5     | )    
|                                                 |                                                                                          |                                             |        |                             |       |  
|                                                 | Income (loss) from continuing operations                                                 |                                             |        | 122                         |       |   |        | (423   | )    
|                                                 | Advances to discontinued operations                                                      |                                             |        |                            |       |   |        | (2,361 | )    
|                                                 | Adjustments to reconcile net income (loss) to net cash
provided by operating activities: |                                             |        |                             |       |   |        |        |      
|                                                 |                                                                                          | Net gains                                   |        |                             | (627  | ) |        |        | (149  | )
|                                                 |                                                                                          | Depreciation and other non-cash items       |        |                             | 751   |   |        |        | 1,118 |  
|                                                 |                                                                                          | Changes in operating assets and liabilities |        |                             | 1,714 |   |        |        | 3,089 |  
|                                                 |                                                                                          |                                             |        |                             |       |  
|Net Cash Provided By Operating Activities        |                                                                                          |                                             | 1,960  |                             |       |   | 1,274  |       
|Investing Activities                             |                                                                                          |                                             |        |                             |       |   |        |       
|                                                 | Proceeds from sale of assets                                                             |                                             |        | 939                         |       |   |        | 2,500  |      
|                                                 | Purchases of property and equipment                                                      |                                             |        | (179                        | )     |   |        | (22    | )    
|                                                 | Other                                                                                    |                                             |        | (6                          | )     |   |        | (32    | )    
|                                                 |                                                                                          |                                             |        |                             |       |  
|Net Cash Provided By Investing Activities        |                                                                                          |                                             | 754    |                             |       |   | 2,446  |       
|Financing Activities                             |                                                                                          |                                             |        |                             |       |   |        |       
|                                                 | Net repayments on line of credit                                                         |                                             |        | (1,414                      | )     |   |        | (500   | )    
|                                                 | Net repayments on other debt obligations                                                 |                                             |        | (1,221                      | )     |   |        | (2,810 | )    
|                                                 |                                                                                          |                                             |        |                             |       |  
|Net Cash Used In Financing Activities            |                                                                                          |                                             | (2,635 | )                           |       |   | (3,310 | )     
|                                                 |                                                                                          |                                             |        |                             |       |  
|Increase in Cash and Cash Equivalents            |                                                                                          |                                             | 79     |                             |       |   | 410    |       
|Cash and Cash Equivalents at Beginning of Period |                                                                                          |                                             | 391    |                             |       |   | 345    |       
|                                                 |                                                                                          |                                             |        |                             |       |  
|Cash and Cash Equivalents at End of Period       |                                                                                          | $                                           | 470    |                             |       | $ | 755    |       
|                                                 |                                                                                          |                                             |        |                             |       |  
|                                                 | Supplemental cash flow disclosure:                                                       |                                             |        |                             |       |   |        |        |      
|                                                 |                                                                                          | Interest paid                               | $      | 183                         |       |   | $      | 301    |      
|                                                 |                                                                                          |                                             |        |                             |       |  

See notes to consolidated financial statements

5



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTSMaxco, Inc. and Subsidiaries
June 30, 2003
(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,
2003.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 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 second and third quarters. The most
significant factors affecting these fluctuations are the seasonal buying
patterns of the Companys customers due to a customer changeover 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.                                                                        
|
| | The financial statements for the period ended June 30, 2002 have been
restated due to the sales of the Companys subsidiaries, Ersco Corporation
and Pak Sak Industries. Certain other amounts in the consolidated financial
statements have been reclassified to conform to the current presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

NOTE 2  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 Company recorded a charge of $283,000 in the current quarter as an other than temporary impairment to the value of its investment in Provant.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NOTE 3  EARNINGS PER SHARE

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

|                                                                                                   |                                          |   |                                       |      |   |      |       |      |  
|-------------------------------------------------------------------------------------------------- | ---------------------------------------- | - | ------------------------------------- | ---- | - | ---- | ----- | ---- | -
|                                                                                                   |                                          |   | Three Months Ended                    |     
|                                                                                                   |                                          |   | June 30,                              |     
|                                                                                                   |                                          |   |                                       |     
|                                                                                                   |                                          |   | 2003                                  |      |   | 2002 |      
|                                                                                                   |                                          |   |                                       |      |   |      |      
|                                                                                                   |                                          |   | (in thousands, except per share data) |     
|NUMERATOR:                                                                                         |                                          |   |                                       |      |   |      |       |     
|                                                                                                   | Income (loss) from continuing operations |   | $                                     | 122  |   |      | $     | (423 | )
|                                                                                                   | Income from discontinued operations      |   |                                       |     |   |      |       | 5    |  
|                                                                                                   |                                          |   |                                       |      |   |     
|                                                                                                   | Net income (loss)                        |   |                                       | 122  |   |      |       | (418 | )
|                                                                                                   | Preferred stock dividends                |   |                                       | (102 | ) |      |       | (102 | )
|                                                                                                   |                                          |   |                                       |      |   |     
|Numerator for basic and diluted earnings per share
income (loss) available to common stockholders |                                          | $ | 20                                    |      |   | $    | (520  | )   
|                                                                                                  
|DENOMINATOR:                                                                                       |                                          |   |                                       |      |   |      |       |     
|Denominator for basic and diluted earnings per
shareweighted average shares                       |                                          |   | 3,101                                 |      |   |      | 3,101 |     
|                                                                                                  
|BASIC AND DILUTED EARNINGS (LOSS) PER SHARE                                                        |                                          |   |                                       |      |   |      |       |     
|Continuing operations                                                                              |                                          | $ | 0.01                                  |      |   | $    | (0.17 | )   
|Discontinued operations                                                                            |                                          |   |                                      |      |   |      |      |     
|                                                                                                   |                                          |   |                                       |      |   |     
|                                                                                                   |                                          | $ | 0.01                                  |      |   | $    | (0.17 | )   
|                                                                                                   |                                          |   |                                       |      |   |     

6



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NOTE 4  COMPREHENSIVE INCOME

| | The components of comprehensive income for the three months ended June 30,
2003 and 2002 are as follows:
| | --------------------------------------------------------------------------------------------------------

|                                         |  |                            |     |  |      |   |      |  
|---------------------------------------- |  | -------------------------- | --- |  | ---- | - | ---- | -
|                                         |  | Three Months EndedJune 30, |    
|                                         |  | 2003                       |     |  | 2002 |  
|                                         |  |                            |     |  |      |  
|                                         |  | (in thousands)             |    
|Net income (loss)                        |  | $                          | 122 |  |      | $ | (418 | )
|Unrealized loss on marketable securities |  |                            | 56  |  |      |   | (6   | )
|Unrealized loss on swap agreement        |  |                            |    |  |      |   | (77  | )
|                                         |  |                            |     |  |      |  
|Comprehensive income (loss)              |  | $                          | 178 |  |      | $ | (501 | )
|                                         |  |                            |     |  |      |  



| |                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------
| | The components of accumulated comprehensive loss, net of related tax at June
30, 2003 and March 31, 2003 are as follows:

|                                         |  |                |      |   |           |   |      |  
|---------------------------------------- |  | -------------- | ---- | - | --------- | - | ---- | -
|                                         |  | June 30,       |      |   | March 31, |  
|                                         |  | 2003           |      |   | 2003      |  
|                                         |  |                |      |   |           |  
|                                         |  | (in thousands) |     
|Unrealized loss on marketable securities |  | $              |     |   |           | $ | (56  | )
|Unrealized loss on swap agreement        |  |                | (242 | ) |           |   | (242 | )
|                                         |  |                |      |   |           |  
|                                         |  | $              | (242 | ) |           | $ | (298 | )
|                                         |  |                |      |   |           |  

NOTE 5  INDUSTRY SEGMENT INFORMATION

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

|                          |                                   |   |                |        |  |           |        |        | 
|------------------------- | --------------------------------- | - | -------------- | ------ |  | --------- | ------ | ------ | 
|                          |                                   |   | June 30,       |        |  | March 31, |       
|                          |                                   |   | 2003           |        |  | 2003      |       
|                          |                                   |   |                |        |  |           |       
|                          |                                   |   | (in thousands) |       
|Identifiable Assets:      |                                   |   |                |        |  |           |        |       
|                          | Heat treating                     |   | $              | 28,031 |  |           | $      | 29,589 | 
|                          | Assets of discontinued operations |   |                | 474    |  |           |        | 474    | 
|                          | Corporate and other               |   |                | 3,704  |  |           |        | 4,194  | 
|                          | Investments and advances          |   |                | 4,136  |  |           |        | 4,165  | 
|                          |                                   |   |                |        |  |          
|Total Identifiable Assets |                                   | $ | 36,345         |        |  | $         | 38,422 |       
|                          |                                   |   |                |        |  |          

|                                            |                     |   |                    |       |   |      |       |       |  
|------------------------------------------- | ------------------- | - | ------------------ | ----- | - | ---- | ----- | ----- | -
|                                            |                     |   | Three Months Ended |      
|                                            |                     |   | June 30,           |      
|                                            |                     |   | 2003               |       |   | 2002 |      
|                                            |                     |   |                    |       |   |      |      
|                                            |                     |   | (in thousands)     |      
|Net Sales:                                  |                     |   |                    |       |   |      |       |      
|                                            | Heat treating       |   | $                  | 9,573 |   |      | $     | 8,893 |  
|                                            | Corporate and other |   |                    |      |   |      |       | 33    |  
|                                            |                     |   |                    |       |   |     
|Total Net Sales                             |                     | $ | 9,573              |       |   | $    | 8,926 |      
|                                            |                     |   |                    |       |   |     
|Operating Earnings (Loss):                  |                     |   |                    |       |   |      |       |      
|                                            | Heat treating       |   | $                  | 452   |   |      | $     | 592   |  
|                                            | Corporate and other |   |                    | (591  | ) |      |       | (589  | )
|                                            |                     |   |                    |       |   |     
|Total Operating Earnings (Loss)             |                     | $ | (139               | )     |   | $    | 3     |      
|                                            |                     |   |                    |       |   |     
|Depreciation and Amortization Expense:      |                     |   |                    |       |   |      |       |      
|                                            | Heat treating       |   | $                  | 743   |   |      | $     | 740   |  
|                                            | Corporate and other |   |                    | 8     |   |      |       | 17    |  
|                                            |                     |   |                    |       |   |     
|Total Depreciation and Amortization Expense |                     | $ | 751                |       |   | $    | 757   |      
|                                            |                     |   |                    |       |   |     
|Capital Expenditures:                       |                     |   |                    |       |   |      |       |      
|                                            | Heat treating       |   | $                  | 179   |   |      | $     | 22    |  
|                                            | Corporate and other |   |                    |      |   |      |       |      |  
|                                            |                     |   |                    |       |   |     
|Total Capital Expenditures                  |                     | $ | 179                |       |   | $    | 22    |      
|                                            |                     |   |                    |       |   |     

7



---



##### 





| |                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 or export sales.                                                                                                                                             





| |                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The nature of the Companys services may produce sales to one or a small
number of customers in excess of 10% of total sales in any one period. It is
possible that the specific customers reaching this threshold may change from
year to year. Loss of any one of these customers could have a material
impact on the Companys results of operations.

NOTE 6  DEBT

| | The Company is under forbearance agreements with its two primary lenders with
expiration dates of September 30, 2003 and October 15, 2003. As such, the
outstanding balance on the borrowings with these lenders, $11.6 million at
June 30, 2003, has been classified as current in the accompanying financial
statements. The Company is currently pursuing other financing options.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company has guaranteed various debt obligations of certain real estate
and other investments in an aggregate amount of approximately $5.2 million as
of June 30, 2003. Certain of the debt agreements related to its real estate
investments, which Maxco and others have guaranteed, are in default at June
30, 2003. Extensions or forbearance
agreements have been issued by some of the respective banks and the
applicable entities are currently working to liquidate the properties to
satisfy the obligations. The Company and one of the lenders have agreed to the process of foreclosure action and the Companys exposure under the issue is limited to $100,000. The Company is hopeful that the
properties will be sold or refinanced prior to the completion of any
foreclosure action. 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. Due to current debt service
requirements, there is substantial doubt about the Companys ability to
operate 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 the Company will be able
to secure additional financing on satisfactory terms or in the near future.
The Company believes that funds generated by its operations and funds
anticipated available under new facilities currently under negotiation 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 negotiate its credit facilities, the
Company has long term equity investments that it is actively liquidating to
meet its debt service requirements.

NOTE 7  FEDERAL INCOME TAXES

|
|
|

NOTE 8  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
$713,000 at June 30, 2003.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8



---



##### 



NOTE 9  INVENTORIES

| | Inventories are stated at the lower of first-in, first-out cost or market and
consisted of the following:
| | ---------------------------------------------------------------------------------------------------------

|                 |  |                |     |  |           |   |     | 
|---------------- |  | -------------- | --- |  | --------- | - | --- | 
|                 |  | June 30,       |     |  | March 31, |  
|                 |  | 2003           |     |  | 2003      |  
|                 |  |                |     |  |           |  
|                 |  | (in thousands) |    
|Raw materials    |  | $              | 52  |  |           | $ |    | 
|Work in progress |  |                | 227 |  |           |   | 156 | 
|Finished goods   |  |                |    |  |           |   | 20  | 
|                 |  |                |     |  |           |  
|                 |  | $              | 279 |  |           | $ | 176 | 
|                 |  |                |     |  |           |  

NOTE 10  SALE OF REAL ESTATE PORTFOLIO

| | Maxco has ownership interests 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 and others had an ownership interest. At March 31, 2003 Maxcos
ownership interest in the Master LLC was approximately 31%. The other LLC
(L/M Associates) includes properties under development 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, which is the
managing member of L/M Associates II, began negotiations to sell
substantially all of the properties in the real estate portfolio of L/M
Associates II. 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. This transaction was completed in January 2003. As part of this
transaction, L/M Associates agreed to reinvest a portion of its distributable
share of the proceeds to acquire approximately a 16% interest in the
acquiring entity. By agreement, this investment may be purchased prior to
July 2004 by a member of the acquiring entity. After July 2004, L/M
Associates has the ability to require the same member to purchase the
investment.
|
| | The Company is actively pursuing the liquidation of the remaining portion of
Maxcos real estate investments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

NOTE 11  DISCONTINUED OPERATIONS

| | Effective September 27, 2002, Maxco agreed to sell the business and
substantially all the assets (consisting principally of accounts receivable,
inventory and fixed assets) of Maxcos wholly owned subsidiary, Pak Sak
Industries, Inc. to Packaging Personified, Inc. and related parties. The
assets were purchased for cash and an assumption of certain liabilities. The
sale closed on November 27, 2002.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | On November 14, 2002, Maxco completed an agreement to sell its wholly owned
subsidiary, Ersco Corporation to Contractor Supply Incorporated for cash and
retired certain other debt of Maxco in excess of the sale price resulting in
a note payable to the purchaser of approximately $4.0 million.                                                                                                            
|
| | The results of operations for these units have been reported separately as
discontinued operations in the consolidated statements of operations for the
period ending June 30, 2002.                                                                                                                                                                                                                            

NOTE 12  SALE OF LAND

| | On April 15, 2003, the Company sold land it had previously held for sale for
$1.0 million, the proceeds of which were primarily used to retire debt. This
transaction resulted in a gain of $910,000.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NOTE 13  NEW ACCOUNTING PRONOUNCEMENTS

| | In January 2003, the FASB issued Interpretation (FIN) 46, Consolidation of
Variable Interest Entities  an Interpretation of ARB No. 51. This
interpretation provides guidance related to identifying variable interest
entities (VIEs, previously known as special purpose entities or SPEs) and
determining whether such entities should be consolidated. Certain
disclosures are required if it is reasonably possible that a company will
consolidate or disclose information about a VIE when it initially applies FIN
46. This interpretation must be applied immediately to VIEs created or
obtained after January 31, 2003. During the first three months of fiscal
2004, the Company did not participate in the creation of, or obtain a new
variable interest in, any VIE. For those VIEs created or obtained on or
before January 31, 2003, the Company must apply the provisions of FIN 46 in
the second quarter of fiscal 2004. The majority of the Companys investments
are not expected to meet the criteria for consolidation included in FIN
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9



---



##### 





| |                                                                                                             
| | ------------------------------------------------------------------------------------------------------------
| | 46. The Company has not determined what impact adopting this standard will have on its financial statements.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In April 2003 the FASB issued SFAS No. 149 which amends and clarifies
financial accounting and reporting for derivative instruments, including
certain derivative instruments embedded in other contracts and for hedging
activities under SFAS No. 133, Accounting for Derivative Instruments and
Hedging Activities. This statement clarifies under what circumstances a
contract with an initial net investment meets the characteristic of a
derivative discussed in paragraph 6(b) of SFAS No. 133, clarifies when a
derivative contains a financing component, amends the definition of an
underlying to conform to language used in FASB Interpretation No. 45, and
amends certain other existing pronouncements. This statement is effective
for contracts entered into or modified after June 30, 2003. It is not
expected that the provisions of Statement No. 149 will have a material impact
on the financial position or results of operations of the Company.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | In May 2003 the FASB issued SFAS No. 150, which establishes standards for how
an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within its scope as a liability (or
an asset in some circumstances). This statement is effective for financial
instruments entered into or modified after May 31, 2003, and otherwise is
effective at the beginning of the first interim period beginning after June
15, 2003. It is to be implemented by reporting the cumulative effect of a
change in accounting principle for financial instruments created before the
issuance date of the Statement and still existing at the beginning of the
interim period of adoption. It is not expected that the provisions of
Statement No. 150 will have a material impact on the financial position of
the Company.                                     

10



---



##### 



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MATERIAL CHANGES IN FINANCIAL CONDITION
Cash provided by operating activities amounted to $2.0 million for the three
months. Earnings, after non-cash adjustments, generated $246,000 while changes
in working capital components generated $1.7 million.

Cash was generated by investing activities during the period as a result of the
sale of land that was owned by the Company. These proceeds were used primarily
to retire debt. The Companys heat treating segment purchased approximately
$179,000 of equipment during the quarter.

Net repayments on debt obligations amounted to $2.6 million for the three month
period.

At June 30, 2003, the Company classified its borrowings under forbearance
agreements as short term. These agreements have expiration dates of September
30, 2003 and October 15, 2003. The Company is currently pursuing other
financing options.

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 facility. 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 anticipated
available under new 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 negotiate its
credit facilities, the Company has long term equity investments that it is
actively liquidating to meet its debt service requirements.

At June 30, 2003, the 2,240,605 shares of Integral Vision (formerly Medar)
common stock that Maxco owns had an aggregate market value of approximately
$381,000. 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, 2003, the 2,837,089 shares of Provant common stock that Maxco owns
had an aggregate market value of approximately $85,000. On November 14, 2002
Maxco received 2,587,859 shares of Provant stock as part of the additional
consideration to be received as one of the former shareholders of Strategic
Interactive, Inc. 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.

MATERIAL CHANGES IN RESULTS OF OPERATIONS
Three Months Ended June 30, 2003 Compared to 2002
Net sales increased to $9.6 million compared to $8.9 million in last years
first quarter. First quarter results reflect an operating loss of $139,000
compared to earnings of $3,000 for the comparable period in 2002. Net income
was $122,000 or $.01 per share assuming dilution compared to last years net
loss of $418,000 or $.17 per share assuming dilution.

Sales and operating earnings for the three months ending June 30, 2003 and 2002
by the Companys heat treating and corporate and other segments were as
follows:

|                    |  |                    |       |  |                    |                |      |           |  |   |                 |  |           |   |      |  
|------------------- |  | ------------------ | ----- |  | ------------------ | -------------- | ---- | --------- |  | - | --------------- |  | --------- | - | ---- | -
|                    |  | Three Months Ended |       |  | Three Months Ended |               
|                    |  | June 30, 2003      |       |  | June 30, 2002      |               
|                    |  |                    |       |  |                    |               
|                    |  |                    |       |  |                    | Operating      |      |           |  |   |                 |  | Operating |  
|                    |  | Net Sales          |       |  | Earnings (Loss)    |                |      | Net Sales |  |   | Earnings (Loss) | 
|                    |  |                    |       |  |                    |                |      |           |  |   |                 | 
|                    |  |                    |       |  |                    | (in thousands) |      |           |  |   |                
|Heat treating       |  | $                  | 9,573 |  |                    | $              | 452  |           |  | $ | 8,893           |  |           | $ | 592  |  
|Corporate and other |  |                    |      |  |                    |                | (591 | )         |  |   | 32              |  |           |   | (589 | )
|                    |  |                    |       |  |                    |                |      |           |  |   |                 | 
|                    |  | $                  | 9,573 |  |                    | $              | (139 | )         |  | $ | 8,925           |  |           | $ | 3    |  
|                    |  |                    |       |  |                    |                |      |           |  |   |                 | 

11



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##### 



The increase in net sales at the Companys heat treating segment, Atmosphere
Annealing (Atmosphere), was due to increased business with Honda of America
Manufacturing, Inc. Partially offsetting this increase was a decrease in sales
to a customer who moved a portion of their heat treating requirements in-house
or to another vendor. The decrease in revenue at corporate was primarily due
to a reduction in rental income from the prior year as a result of the sale of
two buildings in the first quarter of last year.

Consolidated gross profit (net sales less cost of sales and operating expenses)
decreased to $3.4 million from $3.6 million. Gross margin (gross profit as a
percentage of sales) decreased from 40% to 36%. The decrease in heat treating
sales to a customer who moved a portion of their heat treating requirements
in-house or to another vendor was the primary reason that gross profit declined
from the prior year. Gross margin decreased primarily as a result of the
increased sales to Honda. By agreement, the Company is required to purchase
and bill Honda for the steel used in the heat treating process resulting in
lower margins. Atmosphere decreased their operating expenses through
reductions in the costs of labor ($113,000), shipping ($44,000), and
maintenance ($40,000).

Selling, general, and administrative and depreciation and amortization expenses
were comparable to the prior year.

As a result of the above, operating earnings decreased to a loss of
approximately $139,000 from earnings of $3,000 in last years comparable
period.

Investment and interest income (loss), net decreased from income of $103,000 to
a loss of $246,000. The Company recorded a charge of $283,000 in the current
quarter as an other than temporary impairment to the value of its investment in
Provant. Also, in fiscal 2003, the Company ceased the recording of interest
income on certain notes when it was determined that any further amount would be
uncollectible. The carrying value of the notes and accrued interest were
adjusted in fiscal 2003 to estimated realizable values.

Gain on sale of assets include $910,000 for a gain on sale of land in the
current quarter and $149,000 for gains on sales of buildings in the prior year
quarter.

In the current quarter, the Company did not record equity in earnings of
affiliates as these investments were adjusted to estimated realizable amounts
at the end of fiscal 2003. Equity in loss of affiliates was $309,000 in the
prior year period.

ITEM 3. 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 $2.1 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 $11.9 million at June 30, 2003. A 1% increase from the
prevailing interest rates at June 30, 2003 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 $89,000 based on principal
balances at June 30, 2003.

ITEM 4. DISCLOSURE CONTROLS AND PROCEDURESThe Companys Chief Executive Officer and Chief Financial Officer believe
Maxcos disclosure controls and procedures, as defined in Securities Exchange
Act Rules 13a-15(e) and 15d-15(e), are effective. This conclusion was
reached after an evaluation of these controls and procedures as of June 30, 2003.

12



---



##### 



PART II

OTHER INFORMATION

|                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item 1.   Legal Proceedings                                  
|                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                              |  | None                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Item 2.   Changes in Securities                              
|                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                              |  | None                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Item 3.   Defaults Upon Senior Securities                    
|                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                              |  | None                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Item 4.   Submission of Matters to a Vote of Security Holders
|                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                              |  | None                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Item 5.   Other Information                                  
|                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                              |  | The annual meeting of shareholders is delayed more than 30 days
later than it is traditionally held. An announcement will be made
when the date is determined.                                                                                                                                                                                                                                                                                   
|                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|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.                                                                                                                                                                                                                                                                                                                      
|                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|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.                                                                                                                                                                                                                                                                                                             

13



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##### 



|      |  |                                                                                                                                                                                                                         
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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.                                                                       
|      |  |                                                                                                                                                                                                                         
|10.13 |  | 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.                        
|      |  |                                                                                                                                                                                                                         
|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.                            
|      |  |                                                                                                                                                                                                                         
|10.26 |  | Financing arrangements among Comerica Bank, Maxco, Inc., Ersco
Corporation, Pak Sak Industries, Inc., and Max A. Coon dated
November 8, 2002 is hereby incorporated by reference from Form
10-Q dated November 25, 2002.
|      |  |                                                                                                                                                                                                                         
|10.27 |  | Financing arrangements among Comerica Bank, Maxco, Inc., Pak Sak
Industries, Inc., and Max A. Coon dated November 13, 2002 is
hereby incorporated by reference from Form 10-Q dated November
25, 2002.                  

14



---



##### 



|          |  |                                                                                                                                                                                                                                                                           
|--------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.28     |  | Assignment agreement among Comerica Bank, Contractor Supply
Incorporated, Maxco, Inc., Ersco Corporation, Pak Sak, Inc., Max
A. Coon, and Ambassador Steel Corporation dated November 13, 2002
is hereby incorporated by reference from Form 10-Q dated November
25, 2002.
|          |  |                                                                                                                                                                                                                                                                           
|10.29     |  | Obligor assignment agreement among Contractor Supply
Incorporated, Maxco, Inc., and Ersco Corporation dated November
14, 2002 is hereby incorporated by reference from Form 10-Q dated
November 25, 2002.                                                                 
|          |  |                                                                                                                                                                                                                                                                           
|10.30     |  | Stock purchase agreement between Ersco Corporation, Maxco, Inc.,
and Contractor Supply Incorporated dated November 14, 2002 is
hereby incorporated by reference from Form 10-Q dated November
25, 2002.                                                                   
|          |  |                                                                                                                                                                                                                                                                           
|10.31     |  | Asset Purchase Agreement between Pak Sak Industries, Inc., Maxco,
Inc., P-S Business Acquisition, Inc., and P&D Real Estate, LLC
and Packaging Personified, Inc. dated September 27, 2002.                                                                                
|          |  |                                                                                                                                                                                                                                                                           
|10.32     |  | First Amendment to Asset Purchase Agreement between Pak Sak
Industries, Inc., Maxco, Inc., P-S Business Acquisition, Inc.,
and P&D Real Estate, LLC and Packaging Personified, Inc. dated
October 30, 2002.                                                               
|          |  |                                                                                                                                                                                                                                                                           
|10.33     |  | Second Amendment to Asset Purchase Agreement between Pak Sak
Industries, Inc., Maxco, Inc., P-S Business Acquisition, Inc.,
and P&D Real Estate, LLC and Packaging Personified, Inc. dated
November 25, 2002.                                                             
|          |  |                                                                                                                                                                                                                                                                           
|31.1      |  | Certification of Chief Executive Officer of periodic report
pursuant to Rule 13a-15(e) or Rule 15d-15(e).                                                                                                                                                                 
|          |  |                                                                                                                                                                                                                                                                           
|31.2      |  | Certification of Chief Financial Officer of periodic report
pursuant to Rule 13a-15(e) or Rule 15d-15(e).                                                                                                                                                                 
|          |  |                                                                                                                                                                                                                                                                           
|32.1      |  | Certification of Chief Executive Officer of periodic report
pursuant to 18 U.S.C. §1350.                                                                                                                                                                                  
|          |  |                                                                                                                                                                                                                                                                           
|32.2      |  | Certification of Chief Financial Officer of periodic report
pursuant to 18 U.S.C. §1350.                                                                                                                                                                                  
|          |  |                                                                                                                                                                                                                                                                           
|Item 6(b) |  | Reports on Form 8-K                                                                                                                                                                                                                                                       
|          |  |                                                                                                                                                                                                                                                                           
|          |  | None                                                                                                                                                                                                                                                                      

15



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##### 



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, 2003 |  |  | /s/ VINCENT SHUNSKYVincent Shunsky, Vice President-Finance
and Treasurer (Principal Financial and
Accounting Officer)

16



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##### 



10-K EXHIBIT INDEX

|            |  |                                                                                                          
|----------- |  | ---------------------------------------------------------------------------------------------------------
|EXHIBIT NO. |  | DESCRIPTION                                                                                              
|            |  |                                                                                                          
|Ex-31.1     |  | Certification of Chief Executive Officer of periodic report
pursuant to Rule 13a-15(e) or Rule 15d-15(e).
|            |  |                                                                                                          
|Ex-31.2     |  | Certification of Chief Financial Officer of periodic report
pursuant to Rule 13a-15(e) or Rule 15d-15(e).
|            |  |                                                                                                          
|Ex-32.1     |  | Certification of Chief Executive Officer of periodic report
pursuant to 18 U.S.C. §1350.                 
|            |  |                                                                                                          
|Ex-32.2     |  | Certification of Chief Financial Officer of periodic report
pursuant to 18 U.S.C. §1350.