UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

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

For the quarterly period ended January 31, 2005

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

For the transition period from _______ to _______

Commission File Number: 0-15240

LOWRANCE ELECTRONICS, INC.

Registrant’s telephone number, including area code: (918) 437-6881

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

YES þ NO o

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

YES o NO þ

At January 31, 2005, there were 5,135,516 shares of Registrant’s $0.10 par value Common Stock outstanding.

LOWRANCE ELECTRONICS, INC.

FORM 10-Q

INDEX

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LOWRANCE ELECTRONICS, INC.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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LOWRANCE ELECTRONICS, INC.

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

LOWRANCE ELECTRONICS, INC.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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LOWRANCE ELECTRONICS, INC.

The accompanying notes are an integral part of these condensed consolidated financial statements

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LOWRANCE ELECTRONICS, INC.

(1) BASIS OF PRESENTATION

The financial statements subsequent to July 31, 2004 and with respect to the interim three and six month periods ended January 31, 2005 and 2004 have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. 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 pursuant to such rules and regulations, although the Company believes that the disclosures contained herein are adequate to make the information presented not misleading. Accounting policies for the three and six months ended January 31, 2005, are the same as those outlined in the Annual Report on Form 10-K filed relative to the year ended July 31, 2004. In the opinion of management, all adjustments necessary for a fair presentation of interim results of operations have been made to the interim statements. All such adjustments were of a normal, recurring nature. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report for the year ended July 31, 2004 filed with the Securities and Exchange Commission on Form 10-K.

Certain reclassifications have been made to the January 31, 2004 financial statements to conform to the classifications used for the period ended January 31, 2005.

In May 2004, the Company adopted the fair value method of accounting for stock based compensation prescribed by SFAS No. 123 under the modified prospective method permitted by SFAS No. 148. The adoption of SFAS No. 123 was effective August 1, 2003 and was reflected in the Company’s annual consolidated financial statements for the year ended July 31, 2004. Accordingly, the January 31, 2004 interim financial statements presented herein have been restated to reflect the adoption of SFAS No. 123.

The following is a summary of the effects of adoption of SFAS No. 123 on the Company’s previously reported condensed consolidated financial statements as of and for the three and six months ended January 31, 2004.

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In December 2004 the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, which is effective for the Company beginning August 1, 2005. The Company is evaluating the revised standard but expects no significant impact upon adoption since it had previously adopted the fair value method of accounting for stock based compensation prescribed by SFAS No. 123.

(2) BALANCE SHEET DETAIL

Inventories -

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

Discontinued finished goods inventory approximately attributable to fiscal 2005 product decisions was approximately $791,000 at January 31, 2005 as compared to approximately $3.4 million at July 31, 2004. All discontinued finished goods inventories are carried at cost, which management believes to be lower than expected realizable value. The Company expects the remaining inventory of discontinued products to be sold during fiscal 2005.

In December 2004, the Company exercised its purchase option on the Ensenada manufacturing facility and adjacent undeveloped land. In addition, the Company purchased additional undeveloped land adjacent to the leased property. The total purchase price was approximately $6.8 million.

The following represents a tabular presentation of the changes in the Company’s aggregate product warranty liability for the six-month reporting period.

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(4) LONG-TERM DEBT AND REVOLVING CREDIT LINE

Long-term debt and the revolving credit line are summarized below:

At January 31, 2005, the Company’s financing facility consisted of a $26.5 million revolving credit line with a temporary over-line advance of up to $2 million available through March 1, 2005. The revolving credit line provides for borrowings based on varying percentages of qualifying categories of receivables and inventories. Borrowing against inventories is limited to $15 million in total. The interest rate on the financing facility is determined quarterly based upon the ratio of borrowings to EBITDA (as defined in the loan documents). The Company can choose an interest rate that is prime based or LIBOR based. The interest rates range from prime to prime plus 0.25% and from LIBOR plus 1.75% to LIBOR plus 2.50%. At January 31, 2005, the interest rate was prime. The interest rate for the third quarter, based upon the January 31, 2005 ratio of borrowing to EBITDA, is prime or LIBOR plus 2.00%. The Company had $1 million available at January 31, 2005 under the revolving credit line, inclusive of the temporary over-line.

The Company was in compliance with all debt covenants at January 31, 2005.

The terms of the foregoing agreement include a commitment fee of 0.25% based on the unused portion of the revolving credit line in lieu of compensating balances.

The Company’s indebtedness is collateralized by substantially all of the Company’s assets, except for the manufacturing facility in Ensenada, Mexico.

(5) OPERATING SEGMENTS

The Company has one reportable segment as the CEO and President, the Company’s Chief Decision Maker, provides oversight and review based upon financial statements and financial information presented at the consolidated level.

The Company markets its products internationally through foreign distributors, except in Canada and Australia where it has its own distribution operations. The majority of foreign sales are concentrated in Canada, Australia and Europe.

Long-lived assets in foreign countries are disclosed in Note 2 to the Consolidated Financial Statements included in the Company’s 2004 Annual Report on Form 10-K. There are no significant long-lived assets in any foreign country other than Mexico.

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(6) EARNINGS PER SHARE

Basic and diluted earnings per share is calculated as follows:

(a) The options outstanding in the first quarter of fiscal 2005, prior to their exercise, were antidilutive. Therefore, in accordance with SFAS No. 128, these options are excluded from the six month January 31, 2005 EPS calculation.

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(7) SECONDARY PUBLIC OFFERING

On September 17, 2004, the Company completed a secondary public offering of 2,160,758 shares of common stock which included 1,000,000 shares that were sold by the Company. In conjunction with the offering, all outstanding stock options vested. On October 4, 2004, the Company completed the sale of an additional 150,000 shares that resulted from the exercise of the over-allotment option by JP Morgan Securities, Inc. The net proceeds from the sale of the 1,150,000 shares by the Company in the secondary public offering were $25,230,000.

The option holders exercised a portion of their options and sold the related shares in the secondary public offering. Prior to October 31, 2004, the option holders exercised all remaining outstanding options.

Part I, Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the condensed consolidated financial statements, including the related notes, appearing in Item 1 of this Form 10-Q. For a description of our critical accounting policies and an understanding of the significant factors that influence our performance, see our Annual Report on Form 10-K for the year ended July 31, 2004.

As discussed in Note 1 to the condensed consolidated financial statements, the Company’s financial statements for the three months and six months ended January 31, 2004 have been restated to reflect the adoption of SFAS No. 123. The accompanying management’s discussion and analysis gives effect to that restatement.

Company Overview

We design, manufacture, market and sell a comprehensive range of high-quality, cost-effective sound navigation and ranging (SONAR) and global positioning system (GPS) products and digital mapping systems under two different brand names (Lowrance and Eagle) for use in marine, general consumer (includes outdoor recreational use and vehicular navigation systems) and aviation markets. Our SONAR and combination SONAR/GPS products graphically display underwater information and are used as fishfinders, navigational and safety devices by both inland, coastal and offshore fishermen as well as recreational boaters. Our handheld and portable GPS products are used in avionic and vehicular navigational applications and by outdoor enthusiasts for camping, hunting, hiking and other recreational uses. Currently, we offer approximately 86 different marine, outdoor, aviation and original equipment manufacturer products.

We market our products to dealers, distributors, mass merchants and original equipment manufacturers who in turn sell our products in the consumer marketplace. Demand for our products has historically been seasonal with the lowest sales occurring in the first fiscal quarter (August through October) and the highest sales occurring in the third fiscal quarter (February through April) due to marine consumer purchases during the beginning of the boating season. We focus on developing product lines that address most price points in our markets in order to provide a broad range of capabilities and features to consumers. We have increased the number of new product introductions in each of the last three fiscal years and in the current fiscal year. For the fiscal year 2005, we introduced more than 50 new SONAR and GPS products. The introduction of new products has resulted in the increase in sales and gross margin discussed below.

Our successful operations and strong competitive position are dependent to a great extent upon our ability to anticipate and react to the technological innovations inherent within our industry. To augment our continued investment in product research and development, we utilize several manufacturing and design technologies, which have been essential to the development of our breakthrough SONAR and GPS products. These advanced technologies have allowed us to reduce our material and manufacturing costs and have provided improved product performance. They include:

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	•	Surface Mount Technology (SMT) production equipment;
	•	Computer Aided Design (CAD) systems;
	•	Application Specific Integrated Circuits (ASICS);
	•	Tape Automated Bonding (TAB);
	•	Chip-On-Flex (COF);
	•	Chip-On-Glass (COG);
	•	System-On-Chip (SOC); and
	•	Liquid Crystal Display (LCD) assembly.

We believe that we were first to utilize many of these manufacturing and design technologies, which helped provide a competitive advantage and differentiation in the marketplace. We intend to continue our focus on developing and delivering leading-edge products based upon our innovations.

Executive Summary

During the quarter and six months ended January 31, 2005, we noted:

	-	Sales for the quarter were $32.6 million, a 33.4% increase from the same period last year. Sales for the six months were $50.1 million, a 30.2% increase from the same period last year.
	-	Fully diluted net income per share for the quarter was $0.42, as compared to $0.40 for the same period last year. Fully diluted net income per share for the six months was $0.10 as compared to $0.01 for the same period last year.
	-	Gross profit margin increased by $2.3 million for the quarter as compared to the same period last year, and gross profit margin increased by $3.8 million for the six months as compared to the same period last year.
	-	As part of an on-going commitment to develop new technology and improve existing technology, we had an average of 7 additional design engineers for the quarter and 6 additional design engineers for the six months as compared to the average for the same periods last year.
	-	During the first quarter we received $25.2 million in net proceeds from our secondary public offering. We utilized these proceeds to pay off our remaining term loan, pay down our revolving credit line outstanding as of that date and for general operating uses.

Three Months Ended January 31, 2005

Financial Highlights

The following tables set forth selected amounts, ratios and relationships calculated from the Condensed Consolidated Statements of Operations and Comprehensive Income for the three months ended January 31, 2005 and 2004:

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Results of Operations

Sales and Margin

Our total net sales increased by $8.2 million, or 33.4%, for the three months ended January 31, 2005, as compared to the same period last year, on a 19.8% increase in unit sales. This year over year increase in sales is due to:

	•	New SONAR and SONAR/GPS navigation products at new price points in the upper end of our price range introduced during the first and second quarters of fiscal 2005.
	•	New GPS handhelds introduced during the fourth quarter of fiscal 2004 and the first quarter of fiscal 2005.
	•	A new Automotive GPS product, the IWAY 500C, which began shipping in late October 2004.
	•	Increased sales from new product introductions at previously existing price points.

The gross profit margin increased by $2.3 million, or 22.4%, for the three months ended January 31, 2005, as compared to the same period last year. The gross margin increase is due to the same factors noted above in the discussion of the sales increase. The gross margin expressed as a percentage of net sales decreased to 37.7% as compared to 41.1% last year. The year over year decrease in the gross margin percentage is a result of increased sales of our GPS handhelds and Automotive GPS products, which carry a lower gross margin percentage than that of our SONAR and SONAR/GPS navigation products.

Operating Expenses and Income

Operating expenses increased by $1.5 million, or 20.5%, during the three months ended January 31, 2005 compared to the same period last year. Operating expenses as a percentage of sales were 27.5% as compared to 30.4% for the previous year. Operating expenses are comprised of selling and administrative expenses and research and development expenses. The following paragraphs discuss the changes in these specific expense line items.

Selling and administrative expenses increased by $1.2 million, or 19.4%, for the three months ended January 31, 2005 as compared to the prior year primarily as a result of increased advertising, selling and marketing efforts relating to new product introductions, in particular that of the IWAY 500C.

Research and development expenses increased by $319,000, or 26.3%, for the three months ended January 31, 2005 as compared to the prior year primarily as a result of staffing increases. For the three months ended January 31, 2005, we had an average of 7 additional design engineers as compared to the average for the same period last year.

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Interest Expense

Interest expense for the three months ended January 31, 2005 increased by $57,000, or 34.5%, as compared to the previous year and remained the same as a percentage of sales at 0.7% year over year. The interest rate on the Company’s primary financing facility ranged from 5.00% to 5.25% for the three months ended January 31, 2005 as compared to 4.5% for the same period last year. The prime rate ranged from 4.75% to 5.25% for the three months ended January 31, 2005 as compared to 4.0% for the three months ended January 31, 2004.

Income Taxes

The effective tax rates were 31.1% and 33.9%, respectively, for the three months ended January 31, 2005 and 2004. The effective tax rates differ from the statutory rates due to the impact of foreign taxes, the U.S. treatment of foreign operations, state taxes and permanent differences in the treatment of items from an income tax versus financial reporting perspective. The change in effective tax rates is due to the impact of additional research and development tax credits and foreign taxes that do not fluctuate in direct proportion to our consolidated results from operations.

Six Months Ended January 31, 2005

Financial Highlights

The following tables set forth selected amounts, ratios and relationships calculated from the Condensed Consolidated Statements of Operations and Comprehensive Income for the six months ended January 31, 2005 and 2004:

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Sales and Margin

Total net sales increased by $11.6 million, or 30.2%, for the six months ended January 31, 2005, as compared to the same period last year, on an 18.9% increase in unit sales. This year over year increase in sales is due to:

	•	New SONAR and SONAR/GPS navigation products at new price points in the upper end of our price range introduced during the first and second quarters of fiscal 2005 in addition to new products introduced after the first quarter of fiscal 2004 that shipped throughout the first quarter of fiscal 2005.
	•	New GPS handhelds introduced during the first and fourth quarters of fiscal 2004 and the first quarter of fiscal 2005.
	•	A new Automotive GPS product, the IWAY 500C, which began shipping in late October 2004.
	•	Increased sales from new product introductions at previously existing price points.

The gross profit margin increased by $3.8 million, or 24.8%, for the six months ended January 31, 2005 as compared to the same period last year. The gross margin increase is due to the same factors noted above in the discussion of the sales increase. The gross profit margin expressed as a percentage of net sales decreased to 37.6% as compared to 39.3% last year. The year over year decrease in the gross margin percentage is a result of increased sales of our GPS handhelds and Automotive GPS products, which carry a lower gross margin percentage than that of our SONAR and SONAR/GPS navigation products.

Operating Expenses and Income

Operating expenses increased by $3.3 million, or 22.5%, during the six months ended January 31, 2005 compared to the same period last year. Operating expenses as a percentage of sales decreased to 35.5% from 37.7% during the six months ended January 31, 2005. Operating expenses are comprised of selling and administrative expenses and research and development expenses. The following paragraphs discuss the changes in these specific expense line items.

During the six months ended January 31, 2005, selling and administrative expenses increased by $2.5 million, or 20.6%, over the previous year primarily as a result of increased advertising, selling and marketing efforts relating to new product introductions, in particular that of the IWAY 500C. Other year over year cost increases include business insurance and consulting fees related to Sarbanes-Oxley compliance efforts.

Research and development expenses increased by $780,000 during the six months ended January 31, 2005 as compared to the same period last year due primarily to staffing increases. For the six months ended January 31, 2005, we had an average of 6 additional design engineers as compared to the average for the same period last year.

Interest Expense

Interest expense for the six months ended January 31, 2005 decreased by $27,000, or (7.3%), as compared to the previous year and decreased as a percentage of sales to 0.7% from 1.0% year over year. The interest rate on the Company’s primary financing facility ranged from 4.5% to 5.25% for the six months ended January 31, 2005 as compared to 4.5% for the same period last year. The prime rate ranged from 4.25% to 5.25% for the six months ended January 31, 2005 as compared to 4.0% for the six months ended January 31, 2004.

Income Taxes

The effective tax rates were 31.8% and 43.3%, respectively, for the six months ended January 31, 2005 and 2004. The effective tax rates differ from the statutory rates due to the impact of foreign taxes, the U.S. treatment of foreign operations, state taxes and permanent differences in the treatment of items from an income tax versus financial reporting perspective. The change in effective tax rates is due to the impact of additional tax credits and foreign taxes that do not fluctuate in direct proportion to our consolidated results from operations.

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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements as described in Section 13(j) of the Securities Exchange Act of 1934.

Liquidity and Capital Resources

General

We require capital principally for capital expenditures, working capital and interest payments. Our capital expenditures typically relate to new product tooling and manufacturing equipment. Working capital is required primarily to fund inventory through payments to suppliers and manufacturing payroll costs until the inventory is sold and the receivables collected. Our working capital requirements are seasonal and vary from period to period depending on manufacturing volumes, timing of shipments and the payment cycles of our customers and suppliers.

Sources of Capital

Our primary sources of liquidity are cash flows from operating activities, our revolving credit facility and lease financing. Our revolving credit facility consists, as of January 31, 2005, of a $26.5 million revolving credit line with a temporary over-line advance of up to $2 million available through March 1, 2005. The line of credit includes a borrowing base of 85% of qualifying accounts receivable, 30% of qualifying raw material inventory and 60% of qualifying finished goods inventory with borrowings from inventories limited to $15 million. At January 31, 2005, we had $1 million available under the revolving credit line, inclusive of the temporary over-line. During the first quarter, we completed a secondary public offering in which we sold 1,150,000 shares. The net proceeds from the secondary public offering were $25.5 million. At the close of the secondary public offering we utilized these proceeds to pay off our remaining term loan, pay down our revolving credit line outstanding at the time.

The Company was in compliance with all loan covenants at January 31, 2005.

Cash Flows

Cash flows used in operating activities were $33.9 million for the six months ended January 31, 2005 as compared to $7.2 million for the same period last year. The change was primarily due to increased inventory and accounts receivable levels in fiscal 2005 as compared to the same period last year. We increased finished goods inventory in order to provide manufacturing flexibility during our peak season as we entered the new automotive turn-by-turn market. We also increased our raw material purchases as a result of the current market conditions in the electronic component industry which are impacting lead times for those components. Accounts receivable increases are related to the year over year increase in net sales; in particular, January 2005 sales were $7.4 million higher than sales in January 2004, an increase of 72.7%. Operating cash flows were utilized to fund capital expenditures of $10.6 million, $6.8 million of which was related to the purchase of our formerly leased manufacturing facility in Ensenada, Mexico, plus some additional undeveloped land adjacent to the formerly leased facility.

Discontinued finished goods inventory attributable to fiscal 2005 product decisions was approximately $791,000 as compared to approximately $3.4 million at July 31, 2004. All discontinued inventories are carried at cost, which management believes to be lower than expected realizable value. We expect the remaining inventory of discontinued products to be sold during fiscal 2005. Management monitors all inventories via various inventory control and review processes which include, but are not limited to, forecast review and inventory reduction meetings, graphical presentations and forecast versus inventory status reports. Management believes these processes are adequate.

As a result of seasonal product demand, we utilize the revolving credit line to address our fluctuating liquidity needs. With the peak of our selling season occuring during the third quarter, operating cash flows during our third and fourth quarters are historically stronger than our first two fiscal quarters. Management expects positive cash flow from operations in our third and fourth quarters as a result of the third quarter peak selling season. Management believes the sources of liquidity discussed above are adequate to satisfy our current

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working capital and capital equipment needs. However, if we decide to pursue future acquisitions or make capital expenditures not currently anticipated, we may need to raise additional capital.

Recent Accounting Pronouncements

In December 2004 the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, which is effective for the Company beginning August 1, 2005. The Company is evaluating the revised standard but expects no significant impact upon adoption since it had previously adopted the fair value method of accounting for stock based compensation prescribed by SFAS No. 123.

Outlook and Uncertainties

Certain matters discussed in this report, excluding historical information, include certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, that involve risks and uncertainties. We and our representatives may from time to time make written or verbal forward-looking statements, including statements contained in filings with the Securities and Exchange Commission and in the report to stockholders. Statements that address our operating performance, events or developments that we expect or anticipate will occur in the future, including statements relating to sales and earnings growth, statements expressing general optimism about future operating results and statements relating to liquidity and future financing plans are forward-looking statements. Although we believe that such forward-looking statements are based on management’s then-current views and reasonable assumptions, no assurance can be given that every objective will be reached. Such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Litigation Reform Act of 1995.

As required by the Private Securities Litigation Reform Act of 1995, we hereby identify the following factors that could cause actual results to differ materially from any results projected, forecasted, estimated or budgeted by us in forward-looking statements:

	•	Financial performance and cash flow from operations in fiscal 2005 are based on attaining current projections.
	•	Production delays due to raw material shortages or unforeseen competitive pressures could have a materially adverse effect on current projections.
	•	Because of the dynamic environment in which the Company operates, one or more key factors discussed in “Part I, Item 1. Business” of our most recent Form 10-K could have an adverse effect on expected results for fiscal 2005.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

We are exposed to cash flow and interest rate risk due to changes in interest rates with respect to long-term debt. See Note 4 to the condensed consolidated financial statements for details on our long-term debt. A 0.5% increase in the prime rate for the six months ended January 31, 2005 would have had a negative after-tax impact on earnings of approximately $8,000.

We are subject to foreign currency risk due to the location of our manufacturing facility in Mexico and sales from each of our distribution facilities in Canada and Australia, which are denominated in the local currency. Sales to other countries are denominated in U.S. dollars. Although fluctuations have occurred in the Mexican peso, the Canadian dollar and the Australian dollar, such fluctuations have not historically had a significant impact on our financial statements taken as a whole. A 10% unfavorable change in the currency exchange rates would result in a foreign exchange loss of approximately $23,000 on intercompany balances recorded at January 31, 2005.

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     Item 4. Control and Procedures

The Principal Executive Officer and the Principal Financial Officers have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of January 31, 2005, the end of the period covered by this report. Based on that evaluation, the Company’s Principal Executive Officer and Principal Financial Officer have concluded that these controls and procedures were effective as of that date.

In connection with the evaluation described above, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended January 31, 2005 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II -- OTHER INFORMATION

     Item 1. Legal Proceedings

Not applicable

     Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable

     Item 3. Defaults upon Senior Securities

Not applicable

     Item 4. Submission of Matters to a Vote of Security Holders

On December 14, 2004, the Company held its Annual Meeting of Stockholders. The matters presented to Stockholders and voted on at the meeting, and the results thereof, are as follows:

A.

The Company’s Stockholders elected the following Directors for a one-year term. The voting results were as follows:

B.

The Company’s Stockholders ratified the appointment of Deloitte and Touche LLP as the Company’s independent accountants for the fiscal year ending July 31, 2005. The voting results were as follows:

     Item 5. Other Information

Not applicable.

     Item 6. Exhibits and Reports on Form 8-K

(a.)

The exhibits listed on the following Exhibit Index are filed as part of this Report. Exhibits required by Item 601 of Regulation S-K, but which are not listed below, are inapplicable.

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(b)

Reports on Form 8-K:

On February 28, 2005, the Company filed a Form 8-K with the SEC regarding its press release of the same date which announced its financial results for the second quarter ended January 31, 2005. A copy of this press release was furnished as an exhibit to the report on Form 8-K.

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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.

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