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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K/A

(Mark One)

|ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
|- | ---------------------------------------------------------------------------------------------------

For the fiscal year ended March 31, 2002

OR

|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
|- | ----------------------------------------------------------------------------------------------------------

For the transition period from  to

Commission file number 0-12829

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GRADCO SYSTEMS, INC.(Exact name of registrant as specified in its charter)

Nevada(State or other jurisdiction of
incorporation or organization)

95-3342977(I.R.S. Employer
Identification No.)39 Parker, Irvine, California(Address of principal executive offices)

92618(Zip Code)


(949) 206-6100Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

|Title of each class |  | Name of each exchange
on which registered
|------------------- |  | -----------------------------------------
|                    |  |                                          
|None                |  | None                                     

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, No par value(Title of Class)

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Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ý

The
aggregate market value of voting stock held by non-affiliates of the Registrant (based on the closing sales price of Gradco common stock on the OTCBB on June 14,
2002) was $1,100,664.

The
number of outstanding shares, net of treasury shares, of each class of the Registrant's common stock outstanding at June 14, 2002 was: common stock, no par
value6,879,148 shares.

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EXPLANATION OF AMENDMENT

Two names were omitted from the Item 12(a) table of voting shareholders owning 5% or more of the stock. Mr. Tash, whose ownership is set forth on the schedule
immediately following in sub part (b), was inadvertently omitted since he was not in the prior year list. Mr. Callahan was omitted since he neglected to send the Company a copy of his filing.

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Item 12. Security Ownership of Certain Beneficial Owners and Management.

(a)  The
following table sets forth information regarding persons known to the Registrant to be the beneficial owners of more than 5% of the Registrant's voting securities as
of June 14, 2002 based on 6,879,148 shares of Common Stock, no par value, outstanding as of such date.

|Title of Class             |  | Name and Address of Beneficial Owner                                                                                                   |  | Amount and Nature
of Beneficial
Ownership |     | Percentage
of Class |     
|-------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------- | --- | ------------------- | ----
|Common Stock, no par value |  | Martin E. Tash                                                                                                                         |  | 359,048                                   | (1) | 5.1                 | %   
|Common Stock, no par value |  | Mitchell Partners, L.P.
and James E. Mitchell
c/o James E. Mitchell
General Partner
3187-D Airway Avenue,
Costa Mesa, California 92626 |  | 490,277                                   | (2) | 7.1                 | %(3)
|Common Stock, no par value |  | Larry Callahan
c/o Huntleigh Securities
8000 Maryland Avenue
Saint Louis, Missouri 63105                                               |  | 378,700                                   | (4) | 5.5                 | %   

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(b)  The
following table sets forth information regarding the voting securities of the Registrant beneficially owned by each director of the Registrant, each of the executive
officers named in the

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Summary Compensation Tablein Item 11(a), and all officers and directors as a group (6 persons), as of June 14, 2002.

|Title of Class             |  | Beneficial Owner                                                                       |  | Amount and Nature
of Beneficial
Ownership |     | Percentage
of Class(1) |  
|-------------------------- |  | -------------------------------------------------------------------------------------- |  | ----------------------------------------- | --- | ---------------------- | -
|Common Stock, no par value |  | Martin E. Tash                                                                         |  | 359,048                                   | (2) | 5.1                    | %
|                           |  | Harland L. Mischler                                                                    |  | 80,500                                    | (3) | 1.2                    | %
|                           |  | Bernard Bressler                                                                       |  | 29,273                                    | (4) | *                      |  
|                           |  | Robert J. Stillwell                                                                    |  | 28,975                                    | (5) | *                      |  
|                           |  | Thomas J. Burger                                                                       |  | 7,500                                     | (6) | *                      |  
|                           |  | Masakazu (Mark) Takeuchi                                                               |  | 64,500                                    | (6) | *                      |  
|                           |  | All Executive Officers and Directors as a Group (comprising the 6 persons shown above) |  | 569,796                                   | (7) | 8.1                    | %

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

|Dated: August 1, 2002 |  | GRADCO SYSTEMS, INC.
|--------------------- |  | --------------------
|                      |  |                     
|                      |  | By:                 

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.

|Signature                                 |  | Title                                                                                                       |  | Date          
|----------------------------------------- |  | ----------------------------------------------------------------------------------------------------------- |  | --------------
|                                          |  |                                                                                                             |  |               
|/s/MARTIN E. TASHMartin E. Tash           |  | Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)                  |  | August 1, 2002
|/s/HARLAND L. MISCHLERHarland L. Mischler |  | Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Director |  | August 1, 2002
|/s/BERNARD BRESSLERBernard Bressler       |  | Secretary, Treasurer and Director                                                                           |  | August 1, 2002
|/s/ROBERT J. STILLWELLRobert J. Stillwell |  | Director                                                                                                    |  | August 1, 2002
|/s/THOMAS J. BURGERThomas J. Burger       |  | Director                                                                                                    |  | August 1, 2002
|/s/MARK TAKEUCHIMark Takeuchi             |  | Director                                                                                                    |  | August 1, 2002

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