|  |
|--|
|  |
|  |

**UNITED STATES   SECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549**

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**FORM 10-Q**

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

For the quarterly period ended March 31, 2004

OR

|  | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|--|----------------------------------------------------------------------------------------------|

For the transition period from                  to                 .

Commission File No. 0-31157

**INNOVATIVE SOLUTIONS AND SUPPORT, INC.**

**(Exact name of registrant as specified in its charter)**

|                                              |   |   |                                                               |   |
|---------------------------------------------------|--------|--------|--------------------------------------------------------------------|--------|
| **PENNSYLVANIA**                                  |   |   | **23-2507402**                                                     |   |
| **(State or other jurisdictionof incorporation)** |   |   | **     (IRS EmployerIdentification No.)** |   |
|                                              |   |   |                                                               |   |
| **720 Pennsylvania Drive, Exton, Pennsylvania**   |   |   | **19341**                                                          |   |
| **(Address of principal executive offices)**      |   |   | **     (Zip Code)**                       |   |

**(610) 646-9800 (Registrant’s telephone number, including area code)**

----

     Indicate by check    mark whether 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 requirementsfor the past 90 days. Yes  No 

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes  No 

     As of April 21, 2004, there were 11,566,028 shares of the Registrant’s Common Stock, with par value of $.001, outstanding.

|  |
|--|
|  |
|  |

 

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**INNOVATIVE SOLUTIONS AND SUPPORT, INC. FORM 10-Q March 31, 2004 INDEX**

|              |   |   |                                                                                                                         |   |   | **Page No.** |   |
|--------------|--------|--------|-------------------------------------------------------------------------------------------------------------------------|--------|--------|-------------------|--------|
| PART I. |   |   | FINANCIAL INFORMATION                                                                                                   |   |   |                   |   |
| Item 1. |   |   | FINANCIAL STATEMENTS (unaudited)                                                                                        |   |   |                   |   |
|              |   |   | Condensed Consolidated    Balance Sheets–September 30, 2003 and March 31, 2004                                     |        |        | 3                 |   |
|              |   |   | Condensed      Consolidated Statements of Operations– Three Months and Six Months Ended March 31,    2003 and 2004 |        |        | 4                 |   |
|              |   |   | Condensed Consolidated    Statements of Cash Flows–Six Months Ended March 31, 2003 and 2004                        |        |        | 5                 |   |
|              |   |   | Notes to Condensed Consolidated Financial Statements                                                                    |        |        | 6-8               |   |
| Item 2. |   |   | MANAGEMENT’S    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                          |        |        | 9-13              |   |
| Item 3. |   |   | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                              |        |        | 13                |   |
| Item 4. |        |        | CONTROLS AND PROCEDURES                                                                                                 |        |        | 13                |   |
|         |   |   |                                                                                                                    |   |   |                   |   |
| PART II |   |   | OTHER INFORMATION                                                                                                       |   |   |                   |   |
| Item 6. |        |        | EXHIBITS AND REPORTS ON FORM 8-K                                                                                        |        |        | 14                |   |
| Signatures   |        |        | 15                                                                                                                      |   |

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**PART I–FINANCIAL INFORMATION Item 1–Financial Statements INNOVATIVE SOLUTIONS AND SUPPORT, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)**

|                                                                                                                                                                                                                      |   |   | **As ofSeptember 30,2003**                       |   |   | **As ofMarch 31,2004**                           |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------------------------------------------------|--------|--------|--------------------------------------------------|--------|
|                                                                                                                                                                                                                      |        |        |                                                  |        |        |                                                  |        |
| **ASSETS**                                                                                                                                                                                                           |   |   |                                             |   |   |                                             |   |
| Current Assets:                                                                                                                                                                                                      |   |   |                                             |   |   |                                             |   |
| Cash    and cash equivalents                                                                                                                                                                                         |   | $      | 48,789,744                                       |   | $      | 53,069,748                                       |   |
| Accounts        receivable, less allowance for doubtful accounts of $100,000 at September    30, 2003 and March 31, 2004                                                                                             |   |   |      6,955,207          |   |   |      6,633,766          |   |
| Inventories                                                                                                                                                                                                          |   |   |      2,840,648          |   |   |      4,062,529          |   |
| Deferred    income taxes                                                                                                                                                                                             |   |   |      673,134            |   |   |      673,134            |   |
| Prepaid    expenses                                                                                                                                                                                                  |   |   |      660,430            |   |   |      642,512            |   |
|                                                                                                                                                                                                                 |   |        |                                                  |   |        |                                                  |   |
|                                                                                                                                                                                                                 |   |   |                                             |   |   |                                             |   |
| Total    current assets                                                                                                                                                                                              |   |   |      59,919,163         |   |   |      65,081,689         |   |
|                                                                                                                                                                                                                 |   |        |                                                  |   |        |                                                  |   |
|                                                                                                                                                                                                                 |   |   |                                             |   |   |                                             |   |
| Property and Equipment:                                                                                                                                                                                              |   |   |                                             |   |   |                                             |   |
| Computers    and test equipment                                                                                                                                                                                      |   |   |      3,309,852          |   |   |      3,627,188          |   |
| Corporate    airplane                                                                                                                                                                                                |   |   |      2,998,161          |   |   |      2,998,161          |   |
| Furniture    and office equipment                                                                                                                                                                                    |   |   |      520,973            |   |   |      642,041            |   |
| Manufacturing    facility                                                                                                                                                                                            |   |   |      5,368,690          |   |   |      5,414,986          |   |
| Land                                                                                                                                                                                                                 |   |   |      1,021,245          |   |   |      1,021,245          |   |
|                                                                                                                                                                                                                 |   |        |                                                  |   |        |                                                  |   |
|                                                                                                                                                                                                                 |   |   |                                             |   |   |                                             |   |
| Total    property and equipment                                                                                                                                                                                      |   |   |      13,218,921         |   |   |      13,703,621         |   |
| Less-accumulated    depreciation and amortization                                                                                                                                                                    |   |   |      (3,670,430         | )      |   |      (3,996,116         | )      |
|                                                                                                                                                                                                                 |   |        |                                                  |   |        |                                                  |   |
|                                                                                                                                                                                                                 |   |   |                                             |   |   |                                             |   |
| Net    property and equipment                                                                                                                                                                                        |   |   |      9,548,491          |   |   |      9,707,505          |   |
|                                                                                                                                                                                                                 |   |        |                                                  |   |        |                                                  |   |
|                                                                                                                                                                                                                 |   |   |                                             |   |   |                                             |   |
| Deposits and Other Assets                                                                                                                                                                                            |   |   |      408,971            |   |   |      143,114            |   |
|                                                                                                                                                                                                                 |   |        |                                                  |   |        |                                                  |   |
|                                                                                                                                                                                                                 |   |   |                                             |   |   |                                             |   |
| Total    Assets                                                                                                                                                                                                      |   | $      | 69,876,625                                       |   | $      | 74,932,308                                       |   |
|                                                                                                                                                                                                                 |   |        |                                                  |   |        |                                                  |   |
|                                                                                                                                                                                                                 |   |   |                                             |   |   |                                             |   |
| **LIABILITIES AND SHAREHOLDERS’ EQUITY**                                                                                                                                                                       |   |   |                                             |   |   |                                             |   |
| Current Liabilities                                                                                                                                                                                                  |   |   |                                             |   |   |                                             |   |
| Current    portion of note payable                                                                                                                                                                                   |   | $      | 100,000                                          |   | $      | 100,000                                          |   |
| Current    portion of capitalized lease obligations                                                                                                                                                                  |   |   | —                                      |   |   |      7,257              |   |
| Accounts    payable                                                                                                                                                                                                  |   |   |      578,306            |   |   |      1,101,914          |   |
| Accrued    expenses                                                                                                                                                                                                  |   |   |      3,146,409          |   |   |      2,856,652          |   |
| Deferred    revenue                                                                                                                                                                                                  |   |   |      98,036             |   |   |      182,848            |   |
|                                                                                                                                                                                                                 |   |        |                                                  |   |        |                                                  |   |
|                                                                                                                                                                                                                 |   |   |                                             |   |   |                                             |   |
| Total    current liabilities                                                                                                                                                                                         |   |   |      3,922,751          |   |   |      4,248,671          |   |
|                                                                                                                                                                                                                 |   |        |                                                  |   |        |                                                  |   |
|                                                                                                                                                                                                                 |   |   |                                             |   |   |                                             |   |
| Note Payable                                                                                                                                                                                                         |   |   |      4,235,000          |   |   |      4,235,000          |   |
|                                                                                                                                                                                                                 |   |        |                                                  |   |        |                                                  |   |
|                                                                                                                                                                                                                 |   |   |                                             |   |   |                                             |   |
| Capitalized Lease Obligations                                                                                                                                                                                        |   |   | —                                      |   |   |      24,348             |   |
|                                                                                                                                                                                                                 |   |        |                                                  |   |        |                                                  |   |
|                                                                                                                                                                                                                 |   |   |                                             |   |   |                                             |   |
| Deferred Revenue                                                                                                                                                                                                     |   |   |      332,407            |   |   |      297,170            |   |
|                                                                                                                                                                                                                 |   |        |                                                  |   |        |                                                  |   |
|                                                                                                                                                                                                                 |   |   |                                             |   |   |                                             |   |
| Deferred Income Taxes                                                                                                                                                                                                |   |   |      328,177            |   |   |      320,089            |   |
|                                                                                                                                                                                                                 |   |        |                                                  |   |        |                                                  |   |
|                                                                                                                                                                                                                 |   |   |                                             |   |   |                                             |   |
| Commitments and Contingencies                                                                                                                                                                                        |   |   |      —   |   |   |      —   |   |
| Shareholders’ Equity:                                                                                                                                                                                          |   |   |                                             |   |   |                                             |   |
| Preferred        stock, 10,000,000 shares authorized–Class A Convertible stock, $.001        par value; 200,000 shares authorized, no shares issued and outstanding    at September 30, 2003 and March 31, 2004 |   |   |                                             |   |   |                                             |   |
| Common        stock, $.001 par value; 75,000,000 shares authorized, 13,080,717 and    13,244,525 shares issued at September 30, 2003 and March 31, 2004, respectively                                                |   |   |      13,081             |   |   |      13,245             |   |
| Additional    paid-in capital                                                                                                                                                                                        |   |   |      46,248,224         |   |   |      46,815,369         |   |
| Retained    earnings                                                                                                                                                                                                 |   |   |      25,410,742         |   |   |      29,592,173         |   |
| Treasury    stock, at cost, 1,690,026 shares                                                                                                                                                                         |   |   |      (10,613,757        | )      |   |      (10,613,757        | )      |
|                                                                                                                                                                                                                 |   |        |                                                  |   |        |                                                  |   |
|                                                                                                                                                                                                                 |   |   |                                             |   |   |                                             |   |
| Total    shareholders’ equity                                                                                                                                                                                  |   |   |      61,058,290         |   |   |      65,807,030         |   |
|                                                                                                                                                                                                                 |   |        |                                                  |   |        |                                                  |   |
|                                                                                                                                                                                                                 |   |   |                                             |   |   |                                             |   |
| Total    Liabilities and Shareholders’ Equity                                                                                                                                                                  |   | $      | 69,876,625                                       |   | $      | 74,932,308                                       |   |
|                                                                                                                                                                                                                 |   |        |                                                  |   |        |                                                  |   |

The accompanying notes are an integral part of these statements.

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**INNOVATIVE SOLUTIONS AND SUPPORT, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)**

|                                   |   |   | **Three MonthsEnded****March 31,****2003** |   |   | **Three Months Ended****March 31, 2004** |   |   | **Six Months Ended****March 31,****2003** |   |   | **Six Months Ended****March 31,****2004** |   |
|----------------------------------------|--------|--------|--------------------------------------------|--------|--------|------------------------------------------|--------|--------|-------------------------------------------|--------|--------|-------------------------------------------|--------|
|                                   |   |        |                                            |   |        |                                          |   |        |                                           |   |        |                                           |   |
| Net Sales                              |   | $      | 7,122,425                                  |   | $      | 10,895,287                               |   | $      | 11,545,220                                |   | $      | 19,418,623                                |   |
| Cost of Sales                          |   |   | 2,964,740                                  |   |   | 3,662,841                                |   |   | 5,007,738                                 |   |   | 7,144,252                                 |   |
|                                        |   |        |                                            |   |        |                                          |   |        |                                           |   |        |                                           |   |
| Gross Profit                           |   |   | 4,157,685                                  |   |   | 7,232,446                                |   |   | 6,537,482                                 |   |   | 12,274,371                                |   |
|                                        |   |        |                                            |   |        |                                          |   |        |                                           |   |        |                                           |   |
| Operating expense:                     |   |   |                                            |   |   |                                          |   |   |                                      |   |   |                                      |   |
| Research    and development            |   |   | 838,586                                    |   |   | 1,488,893                                |   |   | 1,765,888                                 |   |   | 2,498,169                                 |   |
| Selling,    general and administrative |   |   | 1,478,191                                  |   |   | 1,869,484                                |   |   | 2,732,333                                 |   |   | 3,510,103                                 |   |
|                                        |   |        |                                            |   |        |                                          |   |        |                                           |   |        |                                           |   |
| Operating Income                       |   |   | 1,840,908                                  |   |   | 3,874,069                                |   |   | 2,039,261                                 |   |   | 6,266,099                                 |   |
| Interest Income                        |   |   | 146,314                                    |   |   | 117,204                                  |   |   | 329,242                                   |   |   | 229,875                                   |   |
| Interest Expense                       |   |   | 31,441                                     |   |   | 31,148                                   |   |   | 68,590                                    |   |   | 63,003                                    |   |
|                                        |   |        |                                            |   |        |                                          |   |        |                                           |   |        |                                           |   |
| Income Before Income Taxes             |   |   | 1,955,781                                  |   |   | 3,960,125                                |   |   | 2,299,913                                 |   |   | 6,432,971                                 |   |
| Income Tax Expense                     |   |   | 684,523                                    |   |   | 1,386,044                                |   |   | 804,969                                   |   |   | 2,251,540                                 |   |
|                                        |   |        |                                            |   |        |                                          |   |        |                                           |   |        |                                           |   |
| Net Income                             |   | $      | 1,271,258                                  |   | $      | 2,574,081                                |   | $      | 1,494,944                                 |   | $      | 4,181,431                                 |   |
|                                        |   |        |                                            |   |        |                                          |   |        |                                           |   |        |                                           |   |
| Net Income per Common Share            |   |   |                                            |   |   |                                          |   |   |                                           |   |   |                                           |   |
| Basic                                  |   | $      | 0.10                                       |   | $      | 0.22                                     |   | $      | 0.12                                      |   | $      | 0.36                                      |   |
| Diluted                                |   | $      | 0.10                                       |   | $      | 0.22                                     |   | $      | 0.12                                      |   | $      | 0.35                                      |   |
| Weighted Average Shares Outstanding    |   |   |                                            |   |   |                                          |   |   |                                           |   |   |                                           |   |
| Basic                                  |   |   | 12,630,220                                 |   |   | 11,513,478                               |   |   | 12,667,281                                |   |   | 11,462,771                                |   |
| Diluted                                |   |   | 12,837,461                                 |   |   | 11,862,085                               |   |   | 12,887,832                                |   |   | 11,819,584                                |   |

The accompanying notes are an integral part of these statements.

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**INNOVATIVE SOLUTIONS AND SUPPORT, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)**

|                                                                                                |   |   | **For the SixMonths EndedMarch 31,2003** |   |   | **For the SixMonths EndedMarch 31,2004** |   |
|------------------------------------------------------------------------------------------------|--------|--------|-----------------------------------------------|--------|--------|-----------------------------------------------|--------|
|                                                                                           |   |        |                                               |   |        |                                               |   |
| Cash Flows From Operating Activities:                                                          |   |   |                                               |   |   |                                               |   |
| Net    income                                                                                  |   | $      | 1,494,944                                     |   | $      | 4,181,431                                     |   |
| Adjustments    to reconcile net income to net cash provided by (used in) operating activities: |   |   |                                               |   |   |                                               |   |
| Depreciation    and amortization                                                               |   |   | 357,152                                       |   |   | 347,694                                       |   |
| Write-off    of software deposit                                                               |   |   | 101,738                                       |   |   | —                                        |   |
| Loss    on disposal of fixed assets                                                            |   |   | __                                            |   |   | 1,037                                         |   |
| Excess    and obsolete inventory expense                                                       |   |   | —                                        |   |   | 42,194                                        |   |
| Compensation    expense for stock issued to directors                                          |   |   | 71,009                                        |   |   | 102,073                                       |   |
| Tax    benefit from exercise of stock options                                                  |   |   | —                                        |   |   | 48,716                                        |   |
| (Increase)/decrease    in–                                                                |   |   |                                               |   |   |                                               |   |
| Accounts    receivable                                                                         |   |   | (798,949                                      | )      |   | 321,441                                       |   |
| Inventories                                                                                    |   |   | (106,617                                      | )      |   | (1,264,075                                    | )      |
| Prepaid    expenses and other                                                                  |   |   | (236,791                                      | )      |   | 277,775                                       |   |
| Increase/(decrease)    in–                                                                |   |   |                                               |   |   |                                               |   |
| Accounts    payable                                                                            |   |   | 371,413                                       |   |   | 523,607                                       |   |
| Accrued    expenses                                                                            |   |   | (188,296                                      | )      |   | (297,844                                      | )      |
| Deferred    revenue                                                                            |   |   | (12,637                                       | )      |   | 49,575                                        |   |
|                                                                                                |   |        |                                               |   |        |                                               |   |
| Net    cash provided by operating activities                                                   |   |   | 1,052,966                                     |   |   | 4,333,624                                     |   |
|                                                                                                |   |        |                                               |   |        |                                               |   |
| Cash    Flows From Investing Activities:                                                       |   |   |                                               |   |   |                                               |   |
| Purchases    of property and equipment                                                         |   |   | (65,661                                       | )      |   | (501,745                                      | )      |
|                                                                                                |   |        |                                               |   |        |                                               |   |
| Net    cash used in investing activities                                                       |   |   | (65,661                                       | )      |   | (501,745                                      | )      |
|                                                                                                |   |        |                                               |   |        |                                               |   |
| Cash Flows From Financing Activities:                                                          |   |   |                                               |   |   |                                               |   |
| Proceeds    from exercise of stock options                                                     |   |   | —                              |   |   | 128,425                                       |   |
| Proceeds    from exercise of warrants                                                          |   |   | —                              |   |   | 288,095                                       |   |
| Purchase    of treasury stock                                                                  |   |   | (2,324,847                                    | )      |   | —                              |   |
| Capital    lease obligations                                                                   |   |   | —                                   |   |   | 39,119                                        |   |
| Repayments    of capitalized lease obligations                                                 |   |   | (10,016                                       | )      |   | (7,514                                        | )      |
|                                                                                                |   |        |                                               |   |        |                                               |   |
| Net    cash provided by (used in) financing activities                                         |   |   | (2,334,863                                    | )      |   | 448,125                                       |   |
|                                                                                                |   |        |                                               |   |        |                                               |   |
| Net Increase (Decrease) in Cash and Cash Equivalents                                           |   |   | (1,347,558                                    | )      |   | 4,280,004                                     |   |
| Cash and Cash Equivalents, Beginning of Year                                                   |   |   | 52,245,754                                    |   |   | 48,789,744                                    |   |
|                                                                                                |   |        |                                               |   |        |                                               |   |
| Cash and Cash Equivalents, End of Period                                                       |   | $      | 50,898,196                                    |   | $      | 53,069,748                                    |   |
|                                                                                                |   |        |                                               |   |        |                                               |   |

The accompanying notes are an integral part of these statements.

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**Innovative Solutions & Support Inc. Notes to Condensed Consolidated Financial Statements**

**1. Basis of Presentation:**

Innovative Solutions and Support, Inc. (the “Company”) was incorporated in Pennsylvania on February 12, 1988. The Company’s primary business is the design, manufacture and sale of flight information computers, flat panel displays and advanced monitoring systems for the military, government, commercial air transport and corporate aviation markets.

The balance sheet as of March 31, 2004, the statement of operations for the three months and six months ended March 31, 2003 and 2004 and the statements of cash flows for the six months ended March 31, 2003 and 2004 have been prepared by the Company without audit. In the opinion of management, all adjustments, consisting of normal and recurring adjustments, necessary to present fairly the financial position, results of operations and cash flows at March 31, 2004 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Form 10K for the year ended September 30, 2003 as filed with the Securities and Exchange Commission. The results of operations for the three months and six months ended March 31, 2004 are not necessarily indicative of the operating results for the full year.

**2. Net income per Share**

Net income per share (“EPS”) is calculated using the principles of SFAS No. 128.

A reconciliation of weighted average shares outstanding appears below:

|                                                      |   |   | **Three MonthsEndedMarch 31, 2003** |   |   | **Three MonthsEndedMarch 31, 2004** |   |   | **Six MonthsEndedMarch 31, 2003** |   |   | **Six MonthsEndedMarch 31, 2004** |   |
|------------------------------------------------------|--------|--------|----------------------------------------------------|--------|--------|----------------------------------------------------|--------|--------|--------------------------------------------------|--------|--------|--------------------------------------------------|--------|
| Weighted average shares outstanding:                 |   |   |                                                    |   |   |                                                    |   |   |                                                  |   |   |                                                  |   |
|      Basic                  |   |   | 12,630,220                                         |   |   | 11,513,478                                         |   |   | 12,667,281                                       |   |   | 11,462,771                                       |   |
| Effect of dilutive securities:                       |   |   |                                                    |   |   |                                                    |   |   |                                             |   |   |                                             |   |
|      Employee stock options |   |   | 28,190                                             |   |   | 222,537                                            |   |   | 31,508                                           |   |   | 210,100                                          |   |
|      Warrants               |   |   | 179,051                                            |   |   | 126,070                                            |   |   | 189,043                                          |   |   | 146,713                                          |   |
|                                                      |   |   |                                                    |   |   |                                                    |   |   |                                                  |   |   |                                                  |   |
| Weighted average shares outstanding:                 |   |   |                                                    |   |   |                                                    |   |   |                                             |   |   |                                             |   |
|      Diluted                |   |   | 12,837,461                                         |   |   | 11,862,085                                         |   |   | 12,887,832                                       |   |   | 11,819,584                                       |   |
|                                                      |   |   |                                                    |   |   |                                                    |   |   |                                                  |   |   |                                                  |   |

For the six-month period ended March 31, 2004, there were 58,414 options outstanding that were excluded from the computation of diluted earnings per share as the effect would be antidilutive.

**3. Concentrations**

For the three months ended March 31, 2004, four customers accounted for 13%, 12%, 11% and 10% of net sales or 46% on a combined basis. For the three months ended March 31, 2003, three customers accounted for 30%, 17%, and 12% of net sales or 59% on a combined basis.  For the six months ended March 31, 2004, three customers accounted for 20%, 14% and 10% of net sales or 44% on a combined basis.  For the six months ended March 31, 2003, three customers accounted for 25%, 15% and 10% of net sales or 50% on a combined basis.

**4. Inventories**

Inventories are stated at the lower of cost (first-in, first-out) or market and consist of the following:

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|                 |   |   | **September 30,2003** |   |   | **March 31,2004** |   |
|-----------------|--------|--------|----------------------------|--------|--------|------------------------|--------|
|            |   |        |                            |   |        |                        |   |
| Raw materials   |   | $      | 1,412,242                  |   | $      | 2,068,868              |   |
| Work-in-process |   |   | 785,771                    |   |   | 1,410,459              |   |
| Finished goods  |   |   | 642,635                    |   |   | 583,202                |   |
|                 |   |        |                            |   |        |                        |   |
|                 |   | $      | 2,840,648                  |   | $      | 4,062,529              |   |
|                 |   |        |                            |   |        |                        |   |

**5. Warranty**

The Company provides for the estimated cost of product warranties at the time revenue is recognized. Warranty cost is recorded as cost of sales in the financial statements. While the Company engages in extensive product quality programs and processes, the Company’s warranty obligation is affected by product failure rates and the related material, labor and delivery costs incurred in correcting a product failure. During the period ended March 31, 2004, the Company changed its warranty accrual based upon favorable historical experience. Should actual product failure rates, material or labor costs differ from the Company’s estimates, further revisions to the estimated warranty liability would be required.

Warranty cost and accrual information for the three months ended March 31, 2004 is highlighted below:

| Warranty accrual at December 31, 2003                |   | $      | 890,168  |   |
|------------------------------------------------------|--------|--------|----------|--------|
| Accrued expense for the quarter ended March 31, 2004 |   |   | 48,483   |   |
| Warranty costs for the quarter ended March 31, 2004  |   |   | (29,586  | )      |
| Change in estimate of warranty liability             |   |   | (166,400 | )      |
|                                                      |   |        |          |   |
|                                                      |   |   |     |   |
| Warranty accrual at March 31, 2004                   |   | $      | 742,665  |   |
|                                                      |   |        |          |   |

Warranty cost and accrual information for the six months ended March 31, 2004 is highlighted below:

| Warranty accrual at September 30, 2003                  |   | $      | 842,541  |   |
|---------------------------------------------------------|--------|--------|----------|--------|
| Accrued expense for the six months ended March 31, 2004 |   |   | 129,417  |   |
| Warranty costs for the six months ended March 31, 2004  |   |   | (62,893  | )      |
| Change in estimate of warranty liability                |   |   | (166,400 | )      |
|                                                         |   |        |          |   |
|                                                    |   |   |     |   |
| Warranty accrual at March 31, 2004                      |   | $      | 742,665  |   |
|                                                         |   |        |          |   |

**6. Stock Options**

The Company’s 1988 Stock Incentive  Plan terminated in 1998 consistent with its ten year life. The Company’s  1998 Stock Option Plan provides for the granting of incentive and nonqualified  stock options to employees, officers, directors and independent contractors  and consultants. Through March 31, 2004, no stock options have been granted  to directors, independent contractors or consultants under this plan.

Incentive stock options granted under the terminated 1988 Stock Incentive Plan and the 1998 Stock Option Plan (the “Plans”) must be at least equal to the fair value of the common stock on the date of grant. Nonqualified stock options granted under the 1998 Plan may be less than, equal to or greater than the fair value of the common stock on the date of grant. Required disclosure information regarding the Plans has been combined due to the similarities in the Plans. The Company has reserved 1,259,350 shares of Common stock for awards under the 1998 plan.

Stock-based employee compensation is recognized using the intrinsic value method in accordance with Accounting Principles Board Opinion (“APB”) No. 25, “Accounting for Stock Issued to Employees.” For disclosure purposes, pro forma net income and net income per share data are provided in accordance with SFAS No. 123, “Accounting for Stock-Based Compensation,” as if the fair value method had been applied. Under SFAS No. 123, compensation cost related to stock options granted to employees is computed based on the fair value of the stock option at the date of grant using the Black-Scholes option pricing model. Had the Company recognized compensation cost for its stock option plans consistent with the provisions ofSFAS 123, the Company’s pro forma net income for the three-month and six-month periods ended March 31, 2003 and 2004 would have been as follows:

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|                                                                                                                                                    |   |   | **Three MonthsEndedMarch 31,****2003** |   |   | **Three MonthsEndedMarch 31,****2004** |   |   | **Six MonthsEndedMarch 31,****2003** |   |   | **Six MonthsEndedMarch 31,****2004** |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|----------------------------------------|--------|--------|----------------------------------------|--------|--------|--------------------------------------|--------|--------|--------------------------------------|--------|
|                                                                                                                                                    |   |        |                                        |   |        |                                        |   |        |                                      |   |        |                                      |   |
| Net income:                                                                                                                                             |   |   |                                        |   |   |                                        |   |   |                                      |   |   |                                      |   |
| As    reported                                                                                                                                          |   | $      | 1,271,258                              |   | $      | 2,574,081                              |   | $      | 1,494,944                            |   | $      | 4,181,431                            |   |
| Deduct:      Total stock based employee compensation expense determined under the fair    value based method for all awards, net of related tax effects |   | $      | 93,618                                 |   | $      | 193,044                                |   | $      | 187,236                              |   | $      | 386,088                              |   |
|                                                                                                                                                         |   |        |                                        |   |        |                                        |   |        |                                      |   |        |                                      |   |
| Pro    forma                                                                                                                                            |   | $      | 1,177,640                              |   | $      | 2,381,037                              |   | $      | 1,307,708                            |   | $      | 3,795,343                            |   |
|                                                                                                                                                         |   |        |                                        |   |        |                                        |   |        |                                      |   |        |                                      |   |
| Basic EPS:                                                                                                                                              |   |   |                                        |   |   |                                        |   |   |                                 |   |   |                                      |   |
| As    reported                                                                                                                                          |   | $      | .10                                    |   | $      | .22                                    |   | $      | .12                                  |   | $      | .36                                  |   |
| Pro    forma                                                                                                                                            |   | $      | .09                                    |   | $      | .21                                    |   | $      | .10                                  |   | $      | .33                                  |   |
| Diluted EPS:                                                                                                                                            |   |   |                                        |   |   |                                        |   |   |                                 |   |   |                                 |   |
| As    reported                                                                                                                                          |   | $      | .10                                    |   | $      | .22                                    |   | $      | .12                                  |   | $      | .35                                  |   |
| Pro    forma                                                                                                                                            |   | $      | .09                                    |   | $      | .20                                    |   | $      | .10                                  |   | $      | .32                                  |   |

**7. New Accounting Pronouncements**

In January 2003, the FASB issued FIN 46, “Consolidation    of Variable Interest Entities an Interpretation of ARB No. 51.” FIN    46 addresses consolidation by business enterprises of variable interest entities.    The FASB then issued FIN 46(R), “Consolidation of Variable Interest    Entities an Interpretation of ARB No. 51,” which replaced FIN 46. Application    of FIN 46(R) is required in financial statements of public entities that have    interests in variable interest entities or potential variable interest entities    commonly referred to as special-purpose entities for periods ending after    December 15, 2003. Application by public entities for all other types of entities    is required in financial statements for periods ending after March 15, 2004.    The Company has adopted both FIN 46 and FIN 46(R), and their adoption had    no impact on the Company’s financial position or results of operations.

In May 2003, the FASB    issued SFAS 150, “Accounting for Certain Financial Instruments with    Characteristics of both Liabilities and Equity.” This Statement 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. The Company adopted the provisions of SFAS 150, including the deferral    of certain effective dates as a result of the provisions of FASB Staff Position    150-3, “Effective Date, Disclosures, and Transition for Mandatorily    Redeemable Financial Instruments of Certain Nonpublic Entities and Certain    Mandatorily Redeemable Noncontrolling Interests Under FASB Statement No.    150, ‘Accounting for Certain Financial Instruments with Characteristics    of Both Liabilities and Equity.’” The Company does not have any    significant financial instruments with characteristics of both liabilities    and equity as of March 31, 2004.

 

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**Item 2.**      **Management’s Discussion and Analysis of Financial Condition and Results of Operations**

Overview

We design, manufacture and sell flight information computers, flat panel displays and advanced monitoring systems to the Department of Defense (DOD), government agencies, commercial air transport carriers and corporate/general aviation markets.

Our revenues are derived from the sale of our products to the retrofit market and, to a lesser extent, original equipment manufacturers (OEMs). Our customers include government and military entities and their commercial contractors, aircraft operators, aircraft modification centers and various OEMs. Although we occasionally sell our products directly to government entities, we primarily sell our products to commercial customers for end use in government and military programs.

Since fiscal 1997, the majority of our revenues have come from the sale of Reduced Vertical Separation Minimum (RVSM) compliant air data systems.

We continue to invest in and seek additional opportunities for our Flat Panel Display product line. To date, we have been selected by the U.S. Navy for Flat Panel applications on their Landing Craft Air Cushion (LCAC) platforms. In addition we were selected by Boeing to provide Flat Panels for the Boeing 767 tanker program. Both of these programs have multi-year requirements that we believe will provide a solid base for future awards.

Our cost of sales is comprised of material components purchased through our supplier base and direct in-house assembly labor and overhead costs. Many of the components we use in assembling our products are standard, although certain parts are manufactured to meet our specifications. The overhead portion of cost of sales is primarily comprised of salaries and benefits, building occupancy, supplies, and outside service costs related to our production, purchasing, customer service, material control and quality departments as well as warranty costs.

We continue to invest in the development of new products and the enhancement of our existing product line. We expense research and development costs related to future product development as they are incurred.

Our selling, general, and administrative expenses consist of marketing and business development expenses, professional expenses, salaries and benefits for executive and administrative personnel, facility costs, recruiting, legal, accounting, and other general corporate expenses.

**Three Months Ended March 31, 2004 Compared to the Three Months Ended March 31, 2003**

*Net sales.*Net sales increased $3.8 million, or 53%, to $10.9 million for the three months ended March 31, 2004 from $7.1 million in the three months ended March 31, 2003. This increase in net sales was mainly due to increased RVSM system deliveries to both the commercial air transportation and general aviation market segments. The increase in net sales reflects an industry wide response to a Federal Aviation Administration (FAA) mandate. Essentially, the mandate requires RVSM equipment installations on aircraft flying between 29,000 and 41,000 feet by January 20, 2005. The Company’s equipment provides RVSM compliance and equipment deliveries related to the FAA’s mandate are increasing as both air transport and general aviationindustry segments begin to meet the new FAA mandate.  

*Cost of sales.* Cost of sales increased $0.7 million or 24%, to $3.7 million, or 34% of net sales, in the three months ended March 31, 2004 from $3.0 million, or 42% of net sales, in the three months ended March 31, 2003. The absolute dollar increase in cost of sales was related to our increase in net sales. As a percentage, the decrease was the result of both higher net sales in the period coupled with a favorable change in estimate of the Company’s accrued warranty liability in the period.

*Research and development*. Research and development expenses increased $0.7 million or 78% to $1.5 million or 14% of net sales in the three months ended March 31, 2004 from $0.8 million or 12% of net sales in the three months ended March 31, 2003. Both the absolute dollar and percent to sales increase was principally due to increased spending on the flat panel program as the Company prepares to submit its Technical Standard Order (TSO) application to the FAA. 

*Selling, general, and administrative*. Selling, general, and administrative expenses increased $0.4 million, or 26%, to $1.9 million, or 17% of net sales, in the three months ended March 31, 2004 from $1.5 million or 21% of net sales, in the three months ended March 31, 2003. The increase in the dollar amount was the result of higher commissions due to increased net sales and salaries, including the salary of an additional executive officer hired by the Company on March 31, 2003. The decrease as a percent of net sales was the result of higher net sales in the period.

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*Interest Income.* Interest income was $117,000 in the three months ended March 31, 2004 as compared to interest income of $146,000 in the three months ended March 31, 2003. The decreased interest income in the three months ended March 31, 2004 was primarily the result of lower interest rates in the period.

*Interest Expense.* Interest expense was $31,000 in the three months ended March 31, 2004  and 2003.

*Income Tax Expense.* Income tax expense for the three months ended March 31, 2004 was $1.4 million. The income tax expense for the three months ending March 31, 2003 was $0.7 million. The effective tax rate for both periods was 35% and the increase in income tax expense was due to higher income in the period.

*Net Income*. As a result of the factors described above, our net income in the three months ended March 31, 2004 increased $1.3 million or 102%, to $2.6 million, or 24% of net sales.

**Six Months Ended March 31, 2004 Compared to the Six Months Ended March 31, 2003**

*Net sales.*Net sales increased $7.9 million, or 68%, to $19.4 million for the six months ended March 31, 2004 from $11.5 million in the six months ended March 31, 2003. This increase in net sales was mainly due to increased RVSM system deliveries to both the commercial air transportation and general aviation market segments. The increase reflects an industry wide response to an FAA mandate requiring RVSM equipment installations on aircraft flying between 29,000 and 41,000 feet by January 20, 2005. The Company’s equipment provides RVSM compliance and equipment deliveries related to the FAA’s mandate are increasing as both air transport and general aviation industry segments begin to meet the new FAA mandate.

*Cost of sales.* Cost of sales increased $2.1 million or 43%, to $7.1 million, or 37% of net sales, in the six months ended March 31, 2004 from $5.0 million, or 43% of net sales, in the six months ended March 31, 2003. The absolute dollar increase in cost of sales was related to our increase in net sales. As a percentage, the decrease was the result of both higher net sales in the period coupled with a favorable change in the Company’s estimate of accrued warranty liability in the period.

*Research and development*. Research and development expenses increased $0.7 million or 41% to $2.5 million or 13% of net sales in the six months ended March 31, 2004 from $1.8 million or 15% of net sales in the six months ended March 31, 2003. Both the absolute dollar and percent to sales increase was principally due to increased spending on the flat panel program as the Company prepares to submit its TSO application to the FAA. 

*Selling, general, and administrative*. Selling, general, and administrative expenses increased $0.8 million or 28%, to $3.5 million, or 18% of net sales, in the six months ended March 31, 2004 from $2.7 million or 24% of net sales, in the six months ended March 31, 2003. The increase in the dollar amount was the result of higher commissions due to increased net sales and salaries, including the salary of an additional executive officer hired by the Company on March 31, 2003. The decrease as a percent of net sales was the result of higher net sales in the period.

*Interest Income.* Interest income was $230,000 in the six months ended March 31, 2004 as compared to interest income of $329,000 in the six months ended March 31, 2003. The decreased interest income in the six months ended March 31, 2004 was primarily the result of lower interest rates in the period.

*Interest Expense.* Interest expense was $63,000 in the six months ended March 31, 2004 as compared to $69,000 in the six months ended March 31, 2003. The decrease was due to lower interest rates in the period.

*Income Tax Expense.* Income tax expense for the six months ended March 31, 2004 was $2.3 million. The income tax expense for the six months ending March 31, 2003 was $0.8 million. The effective tax rate for both periods was 35% and the increase in income tax expense was due to higher income in the period.

*Net Income*. As a result of the factors described above, our net income in the six months ended March 31, 2004 increased $2.7 million or 180%, to $4.2 million, or 22% of net sales. 

**Liquidity and Capital Resources**

Our main sources of liquidity have been cash flows from operations and the proceeds of our initial public offering (IPO) in August 2000. We require cash principally to finance inventory, accounts receivable and payroll.

Our cash flow provided from operating activities was $4.3 million for the six months ended March 31, 2004 as compared to $1.1 million for the six months ended March 31, 2003. The increase was due to higher net income while a $1.1 million improvement in accounts receivable was offset with a $1.1 million inventory increase. The increase in inventory was primarily due to additional purchases of raw material and increased production in response to increased order backlog and in anticipation of an increased demand for RVSM equipment in light of the industry wide response to the FAA’smandate discussed above.

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Our cash used in investing activities was $502,000 for the six months ended March 31, 2004 as compared to $66,000 for the six months ended March 31, 2003. The increase was primarily due to the purchase of additional manufacturing and engineering equipment.

Net cash flow from financing activities was $448,000 for the six months ended March 31, 2004 as compared to $2.3 million in usage in the six months ended March 31, 2003. The primary use of cash in the six month period ended March 31, 2003 was to acquire treasury stock. In the six month period ended March 31, 2004, the in-flow of cash was the result of proceeds from the exercise of stock options and warrants.

Our future capital requirements depend on numerous factors, including market acceptance of our products, the timing and rate of expansion of our business, acquisitions, joint ventures and other factors. We have experienced increases in our expenditures since our inception consistent with growth in our operations, personnel and product line, and we anticipate that our expenditures will continue to increase in the foreseeable future. We believe that our cash and cash equivalents, together with the net proceeds from our IPO will provide sufficient capital to fund our operations for at least the next twelve months. However, we may need to raise additional funds through public or private financings or other arrangements in order to support more rapidexpansion of our business than we now anticipate either through acquisitions or organic growth. Further, we may need to develop and introduce new or enhanced products, respond to competitive pressures, invest in or acquire businesses or technologies or respond to unanticipated requirements or developments. If additional funds are raised through the issuance of equity securities, dilution to existing shareholders may result. If insufficient funds are available, we may not be able to introduce new products or compete effectively in any of our markets, which could hurt our business.

**Backlog**

At March 31, 2004 our backlog of released business was $27.0 million. This represents a $3.9 million or 17% increase from the March 31, 2003 backlog of $23.1 million. Our backlog consists solely of orders that we believe to be firm. In the case of contracts with government entities, orders are only included in backlog to the extent funding has been obtained for such orders.

**Critical Accounting Policies**

The preparation of financial    statements in conformity with accounting principles generally accepted in    the United States of America requires management to make estimates and assumptions    that affect the reported amounts of assets and liabilities, disclosure of    contingent assets and liabilities at the date of the financial statements    and the reported amount of revenues and expenses during the reporting period.    The Company’s most critical accounting policies are revenue recognition,    income taxes, allowance for doubtful accounts, inventory valuation and warranty    reserves.

The Company recognizes    sales for products when the following revenue recognition criteria are met:    persuasive evidence of an arrangement exists, product delivery and acceptance    has occurred, pricing is fixed or determinable, and collection is reasonably    assured. The Company recognizes sales upon shipment of products to customers.

Sales related to certain    long-term contracts requiring development and delivery of products over several    years are accounted for under the American Institute of Certified Public    Accountants (AICPA) Statement of Position (SOP) 81-1, *Accounting for Performance    of Construction-Type and Certain Production-Type Contracts.*We consider    the nature of these contracts as well as the types of products and services    provided when determining the appropriate accounting treatment for a particular    contract. Certain long-term contracts are recorded on a percentage of completion    basis using cost-to-cost methodology to measure progress towards completion.

The Company offers its    customers extended warranties for additional fees. These warranty sales are    recorded as deferred revenue and recognized as sales on a straight-line basis    over the warranty period.

The Company enters into    certain sales arrangements that include multiple deliverables as defined    in Emerging Issues Task Force (EITF) Issue No. 00-21, *Accounting for Revenue    Arrangements with Multiple Deliverables*. Effective July 1, 2003, the    Company identifies all goods and/or services that are to be delivered separately    under a sales arrangement and allocates revenue to each deliverable based    on fair value that is established with the customer during contract negotiations.    In general, revenues are separated between product sales and non-recurring    engineering services. The allocated revenue for each deliverable is then    recognized using appropriate revenue recognition methods.

 

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Effective for transactions    entered into after October 1, 2003, the Company accounts for transactions    with software and non-software components under EITF Issue 03-5, “Applicability    of AICPA Statement of Position 97-2, Software Revenue Recognition, to Non-Software    Deliverables in an Arrangement Containing More-Than-Incidental Software.”

Income taxes are recorded    in accordance with SFAS No. 109, *Accounting for Income Taxes.*Provisions    for federal and state income taxes are calculated on reported financial statement    pre-tax income based on current tax law. The Company recognizes deferred    tax assets and liabilities for temporary differences between the financial    reporting basis and the tax basis of the Company’s assets and liabilities    and expected benefits of utilizing net operating loss carryforwards. The    impact on deferred taxes of changes in tax rates and laws, if any, applied    to the years during which temporary differences are expected to be settled,    are reflected in the consolidated financial statements in the period of enactment.

We maintain an allowance    for doubtful accounts for estimated losses resulting from the inability of    our customers to make required payments. These allowances are determined    by analyzing historical data and trends. If actual losses are greater than    estimated amounts or if the financial condition of our customers were to    deteriorate, resulting in an impairment of their ability to make payments,    future results from operations could be adversely affected.

Inventories are written    down for estimated obsolescence equal to the difference between the cost    of inventory and the estimated net realizable value based upon assumptions    about future market conditions. If actual future demand or market conditions    are less favorable than those projected by management, additional inventory    write-downs may be required.

We offer warranties    on some products of various lengths. At the time of shipment, we establish    a reserve for the estimated cost of warranties based on our best estimate    of the amounts necessary to settle future and existing claims using historical    data on products sold as of the balance sheet date. The length of the warranty    period, the product’s failure rates and the customer’s usage    affects warranty cost. If the actual cost of warranties differs from our    estimated amounts, future results of operations could be adversely affected.

**Business Segments**

We operate in one principal business segment which designs, manufactures and sells flight information computers, flat panel displays and advanced monitoring systems to the Department of Defense, government agencies, commercial air transport carriers and corporate/general aviation markets. We currently derive virtually all our net sales from the sale of this equipment. Almost all of the net sales, operating results and identifiable assets are in the United States.

**New Accounting Pronouncements**

In January 2003, the    FASB issued FIN 46, *Consolidation of Variable Interest Entities an Interpretation    of ARB No. 51*. FIN 46 addresses consolidation by business enterprises    of variable interest entities. The FASB then issued FIN 46(R), *Consolidation    of Variable Interest Entities an Interpretation of ARB No. 51*, which    replaced FIN 46. Application of FIN 46(R) is required in financial statements    of public entities that have interests in variable interest entities or potential    variable interest entities commonly referred to as special-purpose entities    for periods ending after December 15, 2003. Application by public entities for all other types of entities    is required in financial statements for periods ending after March 15, 2004.	 The Company has adopted both    FIN 46 and FIN 46(R), and their adoption had no impact on the Company’s    financial position or results of operations.

In May 2003, the FASB    issued SFAS 150, “Accounting for Certain Financial Instruments with    Characteristics of both Liabilities and Equity.” This Statement 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. The Company adopted the provisions of SFAS 150, including the deferral    of certain effective dates as a result of the provisions of FASB Staff Position    150-3, “Effective Date, Disclosures, and Transition for Mandatorily    Redeemable Financial Instruments of Certain Nonpublic Entities and Certain    Mandatorily Redeemable Noncontrolling Interests Under FASB Statement No.    150, ‘Accounting for Certain Financial Instruments with Characteristics    of Both Liabilities and Equity.’” The Company does not have any    significant financial instruments with characteristics of both liabilities    and equity as of March 31, 2004.

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**FORWARD-LOOKING STATEMENTS**

This Form 10-Q contains statements, which, to the extent that they are not recitations of historical fact, constitute forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. The words “believe,” “estimate,” “anticipate,” “project,” “intend,” “expect,” “plan,” “outlook,” “forecast” and similar expressions are intended to identify forward-looking statements. Numerous factors, including potentially the following factors, could affect the Company’s forward-looking statements and actual performance:
 •continued market acceptance of our air data        systems products;     •the ability to obtain or the timing of obtaining        future government awards;     •the availability of government funding and        customer requirements both domestically and internationally;     •difficulties in developing and producing        our flat panel display systems (CIP) or other planned products or product        enhancements;     •market acceptance of our CIP system or other        planned products or product enhancements;     •our ability to gain regulatory approval of        our products in a timely manner;     •delays in receiving components from third        party suppliers;     •the competitive environment;     •the timing and customer acceptance of product        deliveries and launches;     •the termination of programs or contracts        for convenience by customers;     •failure to retain key personnel;     •new product offerings from competitors;     •potential future acquisitions;     •protection of intellectual property rights;     •our ability to service the international        market;    •other factors disclosed from time to time        in our filings with the Securities and Exchange Commission. 
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Form 10-Q. The Company does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events, circumstances or changes in expectations after the date of this Form 10-Q, or to reflect the occurrence of unanticipated events. The forward-looking statements in this document are intended to be subject to the safe harbor protection provided by Sections 27A of the Securities Act and 21E of the Exchange Act.

For a discussion identifying some important factors that could cause actual results to vary materially from those anticipated in the forward-looking statements, see the Company’s Securities and Exchange Commission filings including, but not limited to, the discussions of “Risk Factors” contained in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2003.

**Item 3.**      **Quantitative and Qualitative Disclosures About Market Risk**

The Company’s operations are exposed to market risks primarily as a result of changes in interest rates. The Company does not use derivative financial instruments for speculative or trading purposes. The Company’s exposure to market risk for changes in interest rates relates to its cash equivalents and an industrial revenue bond. The Company’s cash equivalents consist of funds invested in money market accounts, which bear interest at a variable rate, while the industrial revenue bond carries an interest rate that is consistent with 30-day, tax-exempt commercial paper. As the interest rates are variable, and we do not engage in hedging activities, a change in interest rates earned on the cash equivalents or paid on the industrialrevenue bond would impact interest income and expense along with cash flows, but would not impact the fair market value of the related underlying instruments.

**Item 4.**     **Controls and Procedures**

An evaluation was performed under the supervision and with the participation of the Company’s management, including its Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, of the effectiveness of the Company’s disclosure controls and procedures, as such term is defined under Rule 13a-14(c) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of March 31, 2004. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded,processed, summarized and reported as specified in Securities and Exchange Commission rules and forms. There were no significant changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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**PART II–OTHER INFORMATION**

**Item 6.**      **Exhibits and Reports on Form 8-K.**
(a) Exhibits 31.1  Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)      31.2  Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)      32.1  Certification Pursuant to U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of2002(b) Reports on Form    8-K.None
 

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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.
  **INNOVATIVE SOLUTIONS & SUPPORT, INC.**   Date: April 26, 2004By:/s/    JAMES J. REILLY        **     James J. Reilly****     Chief Financial Officer**
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**EXHIBIT INDEX**
**Exhibit  Number**  **Description of Exhibit**         31.1  Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)      31.2  Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)      32.1  Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 
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