<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              450 Fifth Street, NW
                             Washington, D.C. 20549

                               AMENDMENT NO. 1 TO

                                   FORM 10-QSB



(Mark One)
   [X]        QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
              EXCHANGE ACT OF 1934

                                          For the quarterly period ended 3/31/02

   [ ]        TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                         For the transition period from __________ to __________

                                                  Commission file number 2-69336



                                  CRAMER, INC.

A Kansas Corporation                             IRS Employment I.D. #48-0638707
1222 Quebec Street
North Kansas City, MO 64116                         Telephone No. (816) 471-4433

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [X] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 4,039,607 shares of common stock, no
par value as of November 30, 2002.


<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                  CRAMER, INC.
                                  BALANCE SHEET
                    (Amounts in Thousands, Except Share Data)

<TABLE>
<CAPTION>
ASSETS
                                                                                 3/31/02        12/31/01
                                                                               (unaudited)
--------------------------------------------------------------------------------------------------------
<S>                                                                            <C>              <C>
CURRENT ASSETS:
     Cash                                                                              0             282
     Accounts receivable, net of allowance of $30                                    814             563
     Inventories, net of allowance of $105                                           679             721
     Prepaid expenses and other current assets                                       295             325
                                                                                 -------         -------
              Total current assets                                                 1,788           1,891

PROPERTY, PLANT AND EQUIPMENT
     At cost                                                                       6,224           6,215
     Accumulated depreciation                                                     (5,623)         (5,595)
                                                                                 -------         -------
                                                                                     600             630
OTHER ASSETS:
     Intangible pension asset                                                          0               4
                                                                                 -------         -------


              Total Assets                                                       $ 2,388         $ 2,525
                                                                                 =======         =======

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
     Cash overdrafts                                                             $    53         $     0
     Note payable                                                                  2,320           2,320
     Accounts payable                                                                464             485
     Accounts payable- related party                                                  85              69
     Accrued liabilities                                                             636             801
                                                                                 -------         -------
              Total current liabilities                                            3,558           3,675

NONCURRENT LIABILITIES:
     Pension benefits payable                                                        287             326
     Other                                                                           223             218
                                                                                 -------         -------
              Total noncurrent liabilities                                           510             544

STOCKHOLDERS' EQUITY (DEFICIT):
     Common stock, no par value; authorized, 6,000,000 shares; issued and
         outstanding 4,041,246 shares at April 30, 2002
         and 4,041,400 at December 31, 2001                                        3,820           3,820
     Accumulated deficit                                                          (5,148)         (5,166)
                                                                                 -------         -------
                                                                                  (1,328)         (1,346)
     Minimum pension liability adjustment                                           (352)           (348)
                                                                                 -------         -------
              Net stockholders' equity (deficit)                                  (1,680)         (1,694)
                                                                                 -------         -------

              Total Liabilities and Stockholders' Equity (Deficit)               $ 2,388         $ 2,525
                                                                                 =======         =======
</TABLE>



                   See Notes to Condensed Financial Statements





                                      -2-
<PAGE>


                                  CRAMER, INC.
                            STATEMENTS OF OPERATIONS
                                    UNAUDITED
                  (Amounts in Thousands, Except Per Share Data)

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED
                                                              3/31/02              4/1/01
                                                          -----------         -----------
<S>                                                       <C>                 <C>
NET SALES                                                 $     2,032         $     3,298
COST OF SALES                                                   1,326               2,574
                                                          -----------         -----------
              Gross profit                                        706                 724

OPERATING EXPENSES:
     Selling expenses                                             378                 524
     General and administrative                                   280                 297
                                                          -----------         -----------
              Total operating expenses                            658                 821
                                                          -----------         -----------

              Income (loss) from operations                        48                 (97)

OTHER EXPENSE:
     Interest expense, net                                        (30)                (54)
     Other, net                                                    (0)                 (0)
                                                          -----------         -----------
              Total other expense                                 (30)                (54)
                                                          -----------         -----------

INCOME (LOSS) BEFORE INCOME TAXES                                  18                (151)
INCOME TAX EXPENSE (BENEFIT)                                        0                   0
                                                          -----------         -----------

NET INCOME (LOSS)                                         $        18         $      (151)
                                                          ===========         ===========


     Net income (loss) per share based on weighted
         average number of common equivalent
         shares outstanding - basic and diluted           $      0.00         $     (0.04)

     Weighted Average Common Equivalent
         Shares Outstanding: Basic                          4,041,246           4,041,400
                             Diluted                        4,041,246           4,041,400
</TABLE>






There is no difference between Net Income (Loss) and Total Comprehensive Income
(Loss) for the quarter ending March 31, 2002 and April 1, 2001.

These interim financial statements contain all adjustments required for them to
be comparable to the annual financial statements issued on Form 10KSB.







                   See Notes to Condensed Financial Statements


                                      -3-
<PAGE>


                                  CRAMER, INC.
                            STATEMENTS OF CASH FLOWS
                                    UNAUDITED
                             (Amounts in Thousands)

<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                                     3/31/01        4/1/01
                                                                     -------        ------
<S>                                                                  <C>            <C>
Cash flows from operating activities:
     Net income (loss)                                                $  18         $(151)
     Adjustments to reconcile net income (loss) to net cash
         flows from operating activities:
         Depreciation and amortization                                   39            51
         Changes in operating assets and liabilities:
              Accounts receivable                                      (251)          334
              Inventories                                                42           266
              Prepaid expenses and other assets                          30           (13)
              Intangible pension asset                                    4             0
              Accounts payable and accrued expenses                    (170)         (450)
              Noncurrent pension benefits payable                       (43)            0
              Other noncurrent liabilities                                5            11
                                                                      -----         -----

                      Net cash flows from operating activities         (326)           48
                                                                      -----         -----

Cash flows from investing activities:
     Capital expenditures                                                (9)          (17)
                                                                      -----         -----


                      Net cash flows from investing activities           (9)          (17)
                                                                      -----         -----

Cash flows from financing activities:
     Principal payments on notes payable                                  0           (31)
     Increase in cash overdrafts                                         53             0
                                                                      -----         -----

                      Net cash flows from financing activities           53           (31)
                                                                      -----         -----

Net increase (decrease) in cash                                        (282)            0
Cash at beginning of year                                               282             0
                                                                      -----         -----

Cash at end of quarter                                                $   0         $   0
                                                                      =====         =====

Supplemental disclosures:
     Cash paid during the period for:
         Interest                                                     $  30         $  54
                                                                      =====         =====
         Income tax                                                   $   0         $   0
                                                                      =====         =====
</TABLE>



                   See Notes to Condensed Financial Statements


                                      -4-
<PAGE>


                                  CRAMER, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1. Interim Financial Statements

The condensed interim financial statements included herein have been prepared by
Cramer, Inc. (the "Company"), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (the "Commission"). The
financial statements reflect adjustments of a normal recurring nature that are,
in the opinion of management, necessary to present fairly such information.
Although the Company believes that the disclosures are adequate to make the
interim information presented not misleading, certain information and footnote
disclosures, including significant accounting policies, normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. These interim financial statements should be read in conjunction
with the financial statements and the notes thereto included in the Annual
Report on Form 10-KSB/A for fiscal year ended December 31, 2001 filed by the
Company with the Commission on December 26, 2002. Quarterly operating results
may vary significantly and are not necessarily indicative of the results for the
full year or any future period.

2. Restatement of Accrued Loan Guaranty Expense

The Company accrued a loan guarantee expense of $40,000 for the fourth quarter
of 2001 and $40,000 in each of the first and second quarters of 2002
(aggregating $120,000). The Company has since determined that the loan guarantee
expense should have been accrued at $8,000 per quarter (aggregating $24,000) and
has filed amendments to its 2001 Form 10-KSB/A and first and second quarter 2002
10-QSB's for the purpose of restating its earnings (loss) for the affected
periods to take such revised expense accrual into account (see Item 2 -
"Management's Discussion and Analysis").

3. Legal Proceedings

The Company is a defendant in several lawsuits relating to product liability
claims arising from accidents allegedly occurring in connection with the use of
its products. The claims are covered by insurance and are being defended by the
Company's independent counsel or by counsel assigned by the Company's insurance
carriers. One such claim had alleged damages of $375,000. The Company has
included a complete discussion of product liability claims and related accruals
in Part II, Item 1 "Legal Proceedings" below.

The Company believes their products are safe and reliable when assembled, used
and maintained in a reasonable manner, and believes it adequately reserves
against its reasonably likely exposure under these claims based upon past
experience.


                                      -5-
<PAGE>


4. Use of Estimates

Accounting estimates are an integral part of the financial statements and are
based on management's knowledge and experience about past and current events and
assumptions about future events. Certain accounting estimates are particularly
sensitive because of their significance to the financial statements and because
of the possibility that future events affecting them may differ significantly
from those expected. The most sensitive estimates affecting the financial
statements were the warranty and product liability accruals, and the inventory
reserve.

The Company offers product warranties with terms of up to fifteen years. The
majority of the Company's warranty claims relate to failed seating parts. The
Company estimates its accrual for future warranty costs based on durability
testing, engineering studies, actual costs incurred in prior years and
historical sales data. The warranty accrual decreased from $232,000 at December
31, 2000 to $218,000 at December 31, 2001. This decrease was the result of
declining warranty costs in the first quarter of 2002. This decrease can be
attributed to more aggressive management of warranty claims, which has resulted
in fewer claims and lower costs.

The reserve for obsolete and slow-moving inventory is based on management's
analysis of inventory turns, historical write-offs, future production plans
including any product line changes, and sales trends. The decrease in inventory
reserves from $110,000 at December 31, 2001 to $105,000 as of March 31, 2002 was
the result the write-off of certain inventory items for which a reserve had been
recorded at December 31, 2001.

A discussion of the product liability accrual is included in Part II, Item 1,
Legal Proceedings.







                                      -6-
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS


         RESULTS OF OPERATIONS

         Sales for the quarter decreased $1,266,000 or 38%. The recent recession
         and intense competition resulted in a decline in seating sales of over
         $1M, or 54%. In addition, ladder product sales were down $194,000 due
         to weaker catalog performance. These declines were offset by a $94,000
         increase in Kik-step sales, reflecting this product's strong brand and
         market penetration.

         Gross margins decreased from $724,000 in the first quarter of 2001 to
         $704,000 in the first quarter of 2002. However, gross margins as a
         percentage of net sales in the first quarter of 2002 improved to 35%
         compared to 25% in the first quarter of 2001. Increased margins as a
         percent of sales were the combined result of lower material costs and
         significant overhead reductions. These overhead reductions included a
         decrease in utilities and plant supplies, due in part to increased
         outsourcing of the manufacture of certain products in 2002.

         Selling expenses decreased from $528,000 in the first quarter of 2001
         to $378,000 in the first quarter of 2002, a reduction of $150,000. Of
         this amount, $102,000 represented a decrease in commissions as a result
         of declining sales. The remaining decrease was related primarily to
         staff reductions and lower travel costs.

         General and administrative expenses decreased during the first quarter
         of 2002 by $17,000 or 6% compared to the same period in 2001. This
         decrease was primarily the result of lower labor costs in the first
         quarter of 2002, compared to the first quarter of 2001. The decrease
         was partially offset by guarantee fees related to Rotherwood's
         provision of a $2M letter of credit, which totaled $8,000 in the first
         quarter of 2002 and were not in effect during the first quarter of
         2001.

         Interest expense totaled $30,000 in the first quarter of 2002, compared
         to $54,000 in the comparable period last year. This reduction was the
         result of lower interest rates in 2002.

         The Company had a net operating profit before tax of $18,000 in the
         first quarter of 2002, compared to a loss of $151,000 in the first
         quarter of 2001. Operating results improved, despite declining sales,
         due to reductions in overhead and improved margins.


         FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

         Cash flow from operations reduced cash by $326,000 in the first quarter
         of 2002, compared to a surplus of $48,000 in 2001.

         Accounts receivable totaled $814,000 at March 31, 2002 compared to




                                      -7-
<PAGE>


         $516,000 at December 31, 2001. The increase was a result of an increase
         in sales in January of 2002 over December of 2001.

         Inventories declined from $721,000 at December 31, 2001 to $629,000 at
         March 31, 2002, a 13% decrease. More aggressive purchasing and
         inventory controls contributed to the decline.

         Accounts payable and accrued expenses declined $170,000 in the first
         quarter of 2002 as a result of more aggressive purchasing controls and
         a decrease in accrued insurance premiums.

         Accounts payable, related party increased from $69,000 at December 31,
         2001 to $85,000 at March 31, 2002. This increase was the result of loan
         guarantee fees of $8,000 charged by Rotherwood for the first quarter of
         2002, in addition to fees charged by Rotherwood for the services of
         Greg Coward and Nick Christianson, who were not compensated directly by
         the Company.


         Capital expenditures of $9,000 during the first quarter of 2002 related
         to the purchase of additional tooling.

         The outstanding balance under the Company's bank line of credit
         remained at $2,320,000, the maximum amount allowed under the facility,
         throughout the first quarter of 2002. The facility consists of a
         $2,000,000 loan and a $320,000 line of credit. As of March 31, 2002,
         the $2,000,000 loan was secured by a $2,000,000 letter of credit posted
         by Rotherwood, the Company's parent. On April 28, 2002, the credit
         facility was extended to June 28, 2002 and the letter of credit was
         replaced by a pledge of $2,000,000 in securities by Rotherwood. The
         combined credit facility is also secured by security interests in the
         assets of both Cramer and Pacer Corporation, a company owned by
         Rotherwood. Cramer and Pacer are co-borrowers on the total amount of
         the credit facility. In exchange for Rotherwood's financial
         accommodation to the Company, without which the bank would probably
         call the $2,000,000 loan, the Company agreed to pay Rotherwood a fee
         equal to 2% per quarter of the total amount of the pledge until the
         pledge agreement expires. Rotherwood agreed to accept 800,000 shares of
         common stock per quarter in payment of the guarantee fee at an agreed
         upon exchange value of $0.05 per share. The Company originally accrued
         guarantee fees of $40,000 for the fourth quarter of 2001 and $40,000 in
         each of the first and second quarters of 2002 based upon that exchange
         rate. The Company in 2001 obtained an independent appraisal which
         determined that the fair market value of the Company's common stock was
         $0.01 per share. The Company and Rotherwood determined that the $0.05
         per share exchange rate would be less dilutive to the Company's
         shareholders other than Rotherwood (the "Public Shareholders"), because
         it would result in fewer shares being issued to Rotherwood each quarter
         (800,000 shares) than if the shares were valued at an exchange rate of
         $0.01 (4,000,000 shares). The $0.05 per share exchange value was also
         consistent with the price per share being




                                      -8-
<PAGE>


         paid by Rotherwood for 18 million new shares of the Company, and the
         price being paid by Rotherwood to the Public Shareholders in a proposed
         cash-out merger, as described below. The Company has since determined
         that the guarantee fee should have been recorded on the basis of the
         fair market value of the consideration being paid to Rotherwood in the
         form of common stock ($8,000, or 800,000 shares x $0.01 per share)
         rather than on the basis of the exchange rate agreed to by Rotherwood
         ($40,000, or 800,000 shares x $0.05 per share). The effect of this
         accounting change is to decrease accrued expenses and decrease net loss
         by $32,000 for the fourth quarter of 2001 and to decrease accrued
         expenses and increase net income by $32,000 in each of the first two
         quarters of 2002. The Company has restated the financial results
         reported in its 2001 Form 10-KSB/A and its first and second quarter
         2002 Form 10-QSB's to reflect this change in accounting treatment
         related to the guarantee fee.

         The Company has no additional borrowing capacity under the credit
         facility, and the lender has requested that the principal balance of
         the $320,000 line of credit either be reduced or collateralized by
         additional security by February 3, 2003. The Company does not believe
         it will be able to reduce the $320,000 line of credit balance or
         provide additional security by that date. The Company does not believe
         it could obtain substitute or additional debt financing, nor is there
         any assurance the bank will extend the line of credit beyond its
         current maturity date, discussed below. Rotherwood has advised the
         Company that it does not wish to continue the securities pledge
         indefinitely. The Company intends to obtain needed additional capital
         by selling shares of common stock to Rotherwood. Although the Company
         has no definitive agreement with Rotherwood, the Company is planning to
         sell 18 million shares of common stock to Rotherwood for cash at a
         purchase price of $0.05 per share. This transaction would provide
         $900,000 in much needed capital to the Company to reduce amounts owed
         under the bank credit facility and credit Rotherwood for a $125,000
         advance used by the Company to pay relocation expenses. If Rotherwood
         makes the equity investment in the Company, Rotherwood plans to take
         the Company private following a short-form cash-out merger of the
         Company into Rotherwood. See Item 6- "Management's Discussion and
         Analysis of Financial Condition and Results of Operations" in the 2001
         Form 10-KSB/A filed on December 26, 2002 and incorporated by reference
         herein for additional discussion of the credit facility and the
         proposed transactions with Rotherwood.

         In November 2002 the Company borrowed $125,000 from Rotherwood in the
         form of a demand note bearing interest at 7% to cover a portion of its
         relocation expenses. Rotherwood intends to convert this $125,000 demand
         note into common stock as part of the $900,000 proposed investment
         discussed above.

         Although the Company earned net income of $18,000 in the first quarter
         of 2002, the Company remains in a liquidity crisis, and there remains
         substantial doubt about the Company's ability to continue as a going
         concern.

         On October 3, 2002, the Company obtained an extension of the credit
         facility through February 3, 2003. The Company is not in compliance
         with the



                                      -9-
<PAGE>


         financial net worth covenant in the loan agreement governing the credit
         facility. For this and other reasons, the Company is unable to predict
         whether the bank will renew the credit facility when it matures in
         February 2003. If Rotherwood does not make the proposed equity
         investment in the Company and the Company does not reduce the principal
         balance of or further collateralize the $320,000 line of credit, the
         bank may not renew the credit facility and the Company could be
         required to seek bankruptcy protection or to cease operations.



       FORWARD LOOKING STATEMENTS

         Except for the historical information contained herein, this report on
         Form 10-QSB contains forward-looking statements that involve risk and
         uncertainties. The Company's actual results could differ materially. In
         connection with the "safe harbor" provisions of the Private Securities
         Litigation Reform Act of 1995, Cramer, Inc. reminds readers that there
         are many important factors that could cause the Company's actual
         results to differ materially from those projected in forward-looking
         statements of the Company made by, or on behalf of, the Company. When
         used in this Form 10-QSB and in other filings by the Company with the
         Securities and Exchange Commission, in the Company's press releases and
         in oral statements made with the approval of an authorized executive
         officer, words or phrases such as "will likely result", "expects", "are
         expected to", "will continue", "is anticipated", "estimate", "project"
         or similar expressions are intended to identify forward-looking
         statements. The Company wishes to caution readers not to place undue
         reliance on such forward-looking statements.

         There are a number of reasons why investors should not place undue
         reliance on forward-looking statements. Among the risks and
         uncertainties that could cause the Company's actual results for future
         periods to differ materially from any forward-looking statements made
         are the following:

            o  The inability of shareholders other than Rotherwood to
               participate in any future improvement in the Company's operations
               or financial condition, if the short-form merger and going
               private transaction are consummated
            o  The Company's continuing declines in revenues, history of losses
               and uncertain future profitability
            o  Questions about the Company's continuing viability as a going
               concern and management's plans to address that issue
            o  Any failure of the Company's turnaround plan to achieve its
               objectives
            o  The lack of borrowing capacity under the Company's bank credit
               facility
            o  The possibility that the bank will not renew the Company's credit
               facility
            o  The Company's lack of prospects for obtaining substitute or
               additional debt financing or any equity financing from a party
               other than Rotherwood
            o  The possibility that the bank may call the credit facility if
               Rotherwood does not make the proposed investment in the Company
               or Rotherwood decides not to continue the securities pledge


                                      -10-
<PAGE>


            o  Rotherwood's intention to take the Company private
            o  Fluctuations or reductions in product demand and market
               acceptance
            o  Continued adverse conditions in the office furniture industry
            o  The level of product development by the Company
            o  Capacity and supply constraints or difficulties
            o  The effect of new laws and regulations
            o  Unexpected additional expenses or operating losses
            o  Strong competition
            o  Reliance on certain vendors for key products and components
            o  Deferred maintenance at the Company's owned facility from which
               it recently relocated, the potential need to renovate the
               facility in order to sell or lease it and the cost of future
               maintenance of that facility
            o  If product and warranty liability claims exceed the amounts
               reserved
            o  Control by insiders

The foregoing list of risks and uncertainties is not meant to be complete.


ITEM 3.  CONTROLS AND PROCEDURES

A review and evaluation was performed by the Company's Acting Chief Executive
Officer and Interim Chief Financial Officer (the "Executive Officer") of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures as of a date within 90 days prior to the filing of this amended
quarterly report. Based on that review and evaluation, the Executive Officer has
concluded that the Company's current disclosure controls and procedures, as
designed and implemented by him, were effective. There have been no significant
changes in the Company's internal controls subsequent to the date of his
evaluation. There were no significant material weaknesses identified in the
course of such review and evaluation and, therefore, no corrective measures were
taken by the Company.













                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         The Company is a defendant in several lawsuits relating to product
         liability claims arising from accidents allegedly occurring in
         connection with the



                                      -11-
<PAGE>


         use of its products. The claims are covered by insurance and are being
         defended by the Company's independent counsel or by counsel assigned by
         the Company's insurance carriers. These claims are subject to
         deductibles ranging from $0 to $50,000 ($50,000 is the most common
         deductible). The Company maintains product liability insurance coverage
         with limits of $1 million per occurrence and $2 million aggregate, plus
         $10 million in umbrella coverage. After the Company has exhausted its
         deductible by paying a total of $50,000 (whether in legal fees and
         expenses, settlement amounts, damages awards, or any combination
         thereof) on any single claim, its liability insurance carrier is
         obligated to pay any sums owed for legal fees and expenses, settlement
         amounts and damages awards in excess of $50,000 for that claim. The
         Company has been able to offset settlement costs through amounts paid
         by co-defendants in certain cases historically.

         Over the last five fiscal years, the Company has averaged 3.7 new
         claims per year. An average of approximately 50% of those claims
         resulted in defense costs and settlement amounts or awards exceeding
         $50,000. The average total cost of defense and settlement awards paid
         by the Company over that period was $35,000 per claim. The number of
         new claims made or lawsuits filed against the Company during years 2000
         and 2001 were two and three, respectively. The Company's claims history
         has leveled out over the past three years at two to three claims per
         year.

         The Company had six open claims at December 31, 2001 and at March 31,
         2002. During the first quarter of 2002, no new claims were filed
         against the Company. On April 22, 2002, the Company settled one of the
         six claims for $7,500. The total cost of legal fees and settlement
         costs for this claim was $49,500. The Company does not believe the
         remaining open claims will have materially different average results
         than historical experience described above. None of the claims allege
         damages in excess of policy limits. One of the claimants alleged
         damages of $375,000 and is discussed below. While management believes
         the Company has substantial defenses with respect to these claims, the
         ultimate outcome of such litigation cannot be predicted with certainty.
         Such claims are an ordinary aspect of the Company's business and
         industry. The Company believes these products are safe and reliable
         when assembled, used and maintained in a reasonable manner, and
         believes it adequately reserves against its reasonably likely exposure
         under these claims based upon past experience.

         The Company discusses each claim with its product liability counsel to
         determine the merits of the case and the most likely outcome. In some
         cases, it is too early to make that assessment. The Company determines
         a reserve for specific claims based on average claims history, the
         specific merits of the case, the amount of damages alleged, the costs
         incurred to date and the amount of the insurance deductible. The
         Company recorded a reserve for specific claims of $104,000 at December
         31, 2001 and $109,000 at March 31, 2002.



                                      -12-
<PAGE>


         In addition to reserves for specific cases, the Company estimates its
         exposure for unasserted claims and records additional reserves using
         the claims history discussed above as well as recent trend insights.
         The Company had received notice of six incidents for which no claims
         had been asserted at December 31, 2001 and did not receive notice of
         any additional unasserted claims during the first quarter of 2002. The
         Company maintained a reserve for unasserted claims of $113,000 at
         December 31, 2001 and at March 31, 2002. The underlying assumptions
         regarding claims history and average costs per claim did not change
         during the first quarter of 2002. Accordingly, the Company did not
         change its reserve for unasserted claims. Although the Company's claims
         history has stabilized in recent years, the Company cannot be certain
         that future claims experience will be consistent with historical claims
         experience. An increase in the frequency or average cost of future
         claims could increase the Company's exposure to product liability
         expense. However, the maximum total legal defense and settlement costs
         for each claim is limited to the $50,000 deductible.


         On February 25, 1998, the Company was served with a suit filed by
         Pauline and Daniel Robitaille in the Superior Court of Massachusetts,
         Norfolk County. The claim alleged damages of $375,000 due to personal
         injury. The Company's $50,000 self-insured retention was exhausted and
         the Company's insurance carrier assumed defense of the claim. The
         Company therefore has no further financial responsibility for this
         claim. The case was recently settled by the carrier.

         The Company was assessed $117,500 in penalties by OSHA as a result of
         an inspection conducted in 2000 and signed a settlement agreement from
         OSHA which calls for payments of $23,000 (see "Patents, Trademarks and
         Government Regulation" in Item 1 of the 2001 10-KSB).


ITEM 2.  CHANGES IN SECURITIES

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

ITEM 5.  OTHER INFORMATION


Going Private Transaction



                                      -13-
<PAGE>


As a result of the Company's tenuous cash/liquidity position and its need for
additional capital to execute its restructuring plans, the Company plans to
enter into an investment transaction with Rotherwood. Rotherwood intends to
purchase 18 million shares of newly issued Company common stock for a cash
purchase price of $0.05 per share. This equity investment of $900,000 would
allow the Company to reduce amounts owed under its bank line of credit and
credit Rotherwood for a $125,000 advance used by the Company to pay relocation
expenses. Upon Rotherwood's purchase of the shares, combined with the issuance
of 800,000 shares of common stock per quarter in payment of a letter of
credit/pledge fee to Rotherwood, Rotherwood would own more than 90% of the
Company's outstanding shares of common stock. Rotherwood then plans to cause a
"short-form" merger to occur in which each outstanding share of the Company's
common stock owned by shareholders other than Rotherwood would be converted into
the right to receive a cash payment of $0.05 per share for an aggregate cash
consideration of $98,000, after which Rotherwood plans to take the Company
private. The Company plans to amend its articles of incorporation to increase
its authorized shares of common stock from 8,200,000 to 74,200,000 shares to
permit Rotherwood to acquire the 18 million shares of common stock and permit
Cramer to pay the 800,000 share quarterly letter of credit/pledge fee.
Rotherwood intends to enter into such a transaction, but is not subject to any
binding obligation to do so.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         None.



                                   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.



                                              CRAMER, INC.
                                              (Registrant)



Date: December 26, 2002                       /s/ Nicholas M. Christianson
                                              --------------------------------
                                              Nicholas M. Christianson
                                              Acting Chief Executive Officer and
                                              Secretary and Interim Chief
                                              Financial Officer




                                      -14-
<PAGE>


                                 CERTIFICATIONS

I, Nicholas Christianson, Acting Chief Executive Officer and Secretary and
Interim Chief Financial Officer of Cramer, Inc., certify that:

     1.       I have reviewed this quarterly report on Form 10-QSB/A of Cramer,
              Inc.;
     2.       Based on my knowledge, this quarterly report does not contain any
              untrue statement of a material fact or omit to state a material
              fact necessary to make the statements made, in light of the
              circumstances under which such statements were made, not
              misleading with respect to the periods covered by this quarterly
              report;
     3.       Based on my knowledge, the financial statements, and other
              financial information included in this quarterly report, fairly
              present in all material respects the financial condition, results
              of operations and cash flows of the registrant as of, and for, the
              periods presented in this quarterly report;
     4.       The registrant's other certifying officers and I are responsible
              for establishing and maintaining disclosure controls and
              procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
              for the registrant and we have:

     a)  Designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;
     b)  Evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly report (the "Evaluation Date"); and
     c)  Presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

     5.       The registrant's other certifying officers and I have disclosed,
              based on our most recent evaluation, to the registrant's auditors
              and the audit committee of registrant's board of directors (or
              persons performing the equivalent function):

     a)  All significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and
     b)  Any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

     6.       The registrant's other certifying officers and I have indicated in
              this quarterly report whether or not there were significant
              changes in internal controls or in other factors that could
              significantly affect internal controls subsequent to the date of
              our most recent evaluation, including any corrective actions with
              regard to significant deficiencies and material weaknesses.

     Date: December 26, 2002        By:  /s/ Nicholas Christianson
                                       -----------------------------------------
                                    Nicholas Christianson
                                    Acting Chief Executive Officer and Secretary
                                      and Interim Chief Financial Officer



                                      -15-
<PAGE>


In connection with this quarterly report on Form 10-QSB/A of Cramer, Inc., I,
Nicholas Christianson, Acting Chief Executive Officer and Secretary and Interim
Chief Financial Officer of the registrant, hereby certify to the best of my
knowledge and belief, that:

                  (1)      This quarterly report fully complies with the
                           requirements of Section 13(a) or 15(d) of the
                           Securities Exchange Act of 1934; and

                  (2)      The information contained in this quarterly report
                           fairly presents, in all material respects, the
                           financial condition and results of operations of the
                           registrant for and as of the end of such quarter.


                            By: /s/ Nicholas Christianson
                                ------------------------------------------------
                                Nicholas Christianson
                                Acting Chief Executive Officer and Secretary and
                                Interim Chief Financial Officer

Date: December 26, 2002



                                      -16-